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 December 31, 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: 0-24556


                              MARKER INTERNATIONAL
             (Exact name of registrant as specified in its charter)

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

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

                                 (801) 972-2100
                               (Telephone number)

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  filings
requirements for the past 90 days.
                     Yes X                No

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

    Class of Common Stock                       Outstanding at February 13, 1997
Common Stock, $0.01 par value                             11,129,127


<PAGE>



                              MARKER INTERNATIONAL

                                TABLE OF CONTENTS


                         Part I - Financial Information

Item 1.   Financial Statements                                              Page

                  Condensed Consolidated Balance Sheets
                           As of December 31, 1996 and March 31, 1996          3

                  Condensed Consolidated Statements of Operations
                           For the Three Months and Nine Months
                           Ended   December 31, 1996 and 1995                  5

                  Condensed Consolidated Statements of Cash Flows
                           For the Nine Months Ended
                           December 31, 1996 and 1995                          6

                  Notes to Condensed Consolidated Financial Statements         7


Item 2.   Management's Discussion and Analysis of Financial Condition
                  and Results of Operations                                   10


                  Part II - Other Information

Item 1.  Legal Proceedings                                                    16

Item 6.   Exhibits and Reports on Form 8-K                                    16

Signatures                                                                    17


<PAGE>



                         PART I - FINANCIAL INFORMATION

                      MARKER INTERNATIONAL AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                       (Dollars in Thousands) (Unaudited)
<TABLE>
=================================================================================================================

<CAPTION>

                                     ASSETS

                                                                            December 31,             March 31,
                                                                                 1996                    1996

CURRENT ASSETS:
<S>                                                                           <C>                    <C>        
     Cash and cash equivalents                                                $    17,868            $     6,189
     Accounts receivable, net                                                      52,783                 22,151
     Inventories                                                                   34,050                 32,668
     Prepaid and other current assets                                               4,926                  3,584
                                                                              -----------            -----------
              Total current assets                                                109,627                 64,592
                                                                              -----------            -----------

PROPERTY, PLANT AND EQUIPMENT:
     Land                                                                             386                    386
     Building and improvements                                                      4,904                  4,912
     Machinery and equipment                                                       24,960                 19,973
     Furniture, fixtures and office equipment                                       4,198                  4,225
     Construction in progress                                                       2,510                    913
                                                                              -----------            -----------
                                                                                   36,958                 30,409
     Less accumulated depreciation and amortization                               (18,620)               (17,288)
                                                                              -----------            -----------
              Net property, plant and equipment                                    18,338                 13,121
                                                                              -----------            -----------

INVESTMENT IN UNCONSOLIDATED SUBSIDIARY                                                -                   6,832
                                                                              -----------            -----------

INTANGIBLE ASSETS, net of amortization                                             20,955                     -
                                                                              -----------            -----------

OTHER ASSETS                                                                        2,791                  2,720
                                                                              -----------            -----------
                                                                              $   151,711            $    87,265
                                                                              ===========            ===========
</TABLE>








      The accompanying notes to condensed consolidated financial statements
      are an integral part of these condensed consolidated balance sheets.


<PAGE>



                      MARKER INTERNATIONAL AND SUBSIDIARIES
                CONDENSED CONSOLIDATED BALANCE SHEETS (Continued)
                             (Dollars in Thousands)
                                   (Unaudited)
<TABLE>
==================================================================================================================

<CAPTION>

                      LIABILITIES AND SHAREHOLDERS' EQUITY

                                                                            December 31,              March 31,
                                                                                 1996                    1996

CURRENT LIABILITIES:
<S>                                                                           <C>                    <C>        
     Notes payable to banks                                                   $    58,199            $    30,556
     Current maturities of long-term debt                                           1,293                  7,576
     Current maturities of Series A Bonds, issued
         to a related party                                                         4,500                  3,500
     Accounts payable                                                               8,635                  2,899
     Other current liabilities                                                     12,075                  6,514
                                                                              -----------            -----------
              Total current liabilities                                            84,702                 51,045
                                                                              -----------            -----------

LONG-TERM DEBT, net of current maturities                                          20,122                  5,452
                                                                              -----------            -----------

SERIES A BONDS, issued to a related party,
     net of current maturities                                                      5,500                 10,000
                                                                              -----------            -----------

MINORITY INTEREST                                                                   2,189                     -
                                                                              -----------            -----------

SHAREHOLDERS' EQUITY:
     Preferred stock, $0.01 par value, 5,000,000
         authorized and none issued                                                    -                      -
     Common stock, $0.01 par value, 25,000,000
         shares authorized, 11,129,127 and 8,447,877
         shares issued and outstanding, respectively                                  111                     84
     Additional paid-in capital                                                    36,293                 21,531
     Accumulated earnings (deficit)                                                 3,049                 (1,293)
     Cumulative foreign currency translation adjustments                             (255)                   446
                                                                              -----------            -----------
              Total shareholders' equity                                           39,198                 20,768
                                                                              -----------            -----------
                                                                              $   151,711            $    87,265
                                                                              ===========            ===========
</TABLE>




      The accompanying notes to condensed consolidated financial statements
      are an integral part of these condensed consolidated balance sheets.


<PAGE>



                      MARKER INTERNATIONAL AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                (Dollars in Thousands, Except Per Share Amounts)
                                   (Unaudited)
<TABLE>
==================================================================================================================

<CAPTION>

                                                         For the Three Months  Ended       For the Nine Months
                                                               December 31,                 Ended December 31,
                                                            1996            1995           1996           1995

<S>                                                       <C>             <C>            <C>             <C>     
     NET SALES                                            $ 60,305        $ 33,965       $ 93,529        $ 66,217
     COST OF SALES                                          39,656          20,070         59,662          37,765
                                                          --------        --------       --------        --------
     GROSS PROFIT                                           20,649          13,895         33,867          28,452
                                                          --------        --------       --------        --------

     OPERATING EXPENSES:
          Selling                                            4,950           4,250         10,450          10,266
          General and administrative                         4,121           2,529          8,710           7,527
          Research and development                             924             412          2,354           1,662
          Warehousing and shipping                             565             456          1,321           1,145
                                                          --------        --------       --------        --------
                                                            10,560           7,647         22,835          20,600
                                                          --------        --------       --------        --------

     OPERATING INCOME                                       10,089           6,248         11,032           7,852
                                                          --------        --------       --------        --------
     OTHER INCOME (EXPENSE):
          Interest expense                                  (1,326)         (1,424)        (3,611)         (4,041)
          Equity in income (loss) of
              unconsolidated subsidiary                          -             607           (281)            607
          Other, net                                           713              76            655             307
                                                          --------        --------       --------        --------
                                                              (613)           (741)        (3,237)         (3,127)
                                                          --------        --------       --------        --------
     INCOME BEFORE MINORITY INTEREST AND PROVISION
          FOR INCOME TAXES                                   9,476           5,507          7,795           4,725
                                             

     MINORITY INTEREST                                      (1,010)              -         (1,010)             -
                                                          --------         -------       --------        --------
     INCOME BEFORE PROVISION FOR INCOME TAXES                8,466          5,507           6,785          4,725 
                                                         
     PROVISION FOR INCOME TAXES                             (3,048)        (2,007)         (2,443)        (1,694)
                                                           --------        -------        --------        -------               
                                                          
    
     NET INCOME                                           $  5,418       $  3,500        $  4,342       $  3,031
                                                          ========        ========       ========        ========

     NET INCOME PER COMMON SHARE                          $   0.49       $   0.40        $   0.43       $   0.35
                                                          ========        ========       ========       ========

     WEIGHTED AVERAGE COMMON SHARES OUTSTANDING         11,129,127      8,732,331      10,004,702      8,655,279
                                                         ==========      =========     ==========       =========

</TABLE>

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


<PAGE>



                      MARKER INTERNATIONAL AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (Dollars in Thousands)
                                   (Unaudited)
<TABLE>
=================================================================================================================

<CAPTION>

                                                                                     For the Nine Months
                                                                                      Ended December 31,
                                                                                 1996                  1995
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                            <C>                   <C>      
   Net income                                                                  $   4,342             $   3,031
   Adjustments to reconcile net income to net cash
     used in operating activities:
     Depreciation and amortization                                                 2,756                 2,317
      Minority interest in income                                                  1,010                    -
     Equity in (income) loss of unconsolidated subsidiary                            281                  (607)
     Change in assets and liabilities net of effects from the
     purchase of DNR:
        Increase in accounts receivable, net                                     (25,836)              (20,269)
        Increase in inventories                                                   (1,570)               (7,651)
        Increase in prepaid and other assets                                      (1,567)                 (605)
        Increase (decrease) in accounts payable                                      815                  (849)
        Increase in other current liabilities                                      4,516                   688
                                                                               ---------             ---------
NET CASH USED FOR OPERATING ACTIVITIES                                           (15,253)              (23,945)
                                                                               ---------             ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchases of property, plant and equipment                                   (7,342)               (2,027)
     Equity investment in DNR                                                         -                 (5,410)
     Proceeds from disposition of equipment                                          591                   139
     Payment for purchase of DNR, net of cash acquired                           (14,469)                   -
                                                                               ---------             --------
NET CASH USED FOR INVESTING ACTIVITIES                                           (21,220)               (7,298)
                                                                               ---------             ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Net borrowings on notes payable to banks                                     29,403                22,146
     Proceeds from issuance of common stock, net                                  14,789                    -
     Proceeds from issuance of long-term debt                                     10,118                 8,205
     Principal payments on Series A Bonds                                         (3,500)               (3,500)
     Principal payments on other long-term debt                                   (2,582)               (2,791)
                                                                               ---------             ---------
NET CASH PROVIDED BY FINANCING ACTIVITIES                                         48,228                24,060
                                                                               ---------             ---------

Effect of foreign exchange rate changes on cash                                      (76)                1,521
                                                                               ----------            ---------
Net increase (decrease) in cash and cash equivalents                              11,679                (5,662)
Cash and cash equivalents at beginning of period                                   6,189                12,281
                                                                               ---------             ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                                     $  17,868             $   6,619
                                                                               =========             =========
</TABLE>

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


<PAGE>



                      MARKER INTERNATIONAL AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


Note 1.  Interim Financial Statements

         The accompanying  condensed  consolidated  financial statements include
the accounts of Marker  International and its subsidiaries (the "Company").  The
condensed  consolidated  financial statements have been prepared pursuant to the
rules  and  regulations  of the  Securities  and  Exchange  Commission.  Certain
information and footnote  disclosures  normally required in financial statements
prepared in accordance with generally accepted  accounting  principles have been
omitted pursuant to such rules and regulations. The financial statements reflect
all adjustments  (consisting only of normal recurring adjustments) which, in the
opinion of management,  are necessary to fairly present the financial  position,
results of operations and cash flows for the periods presented.

         The results of operations  for the three and nine months ended December
31, 1996 are not  necessarily  indicative  of the results to be expected for the
full fiscal year.


Note 2.  Cash and Cash Equivalents

         Cash  and cash  equivalents  include  investments  in  certificates  of
deposit with original  maturities of less than 30 days and restricted  cash. The
Company has granted a security  interest in a $2.0  million time deposit held in
the Company's  name at a United States branch of a German bank.  This deposit is
restricted for use as collateral for borrowings from such bank.


Note 3.  Inventories

         Inventories  include direct  materials,  direct labor and manufacturing
overhead  costs and are  recorded  at the  lower of cost  (using  the  first-in,
first-out method) or market. The major classes of inventories are as follows (in
thousands):



<PAGE>



                      MARKER INTERNATIONAL AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
                                   (Unaudited)


                                December 31, 1996             March 31, 1996
                               -------------------            --------------
         Raw materials            $      399                  $      489
         Work in process               4,936                       2,551
         Finished goods               28,715                      29,628
                                  ----------                  ----------
                                  $   34,050                  $   32,668
                                  ==========                  ==========


Note 4.  Investment in DNR Sportsystem

         On June 26, 1996 the Company completed its acquisition of an additional
55% of the common shares of DNR Sportsystem Ltd. ("DNR"),  a Swiss  Corporation,
for  approximately  $19.8  million.  As a  result  of  the  acquisition,  Marker
International's total ownership of DNR Sportsystem increased to 80%. The Company
used the proceeds from a secondary  public  offering of primary shares of common
stock (see Note 6) and long-term  debt to finance the purchase of the additional
shares of DNR.

         DNR  Sportsystem is a leading  developer,  marketer and  distributor of
snowboards,  snowboard  boots,  snowboard  bindings and other related  products,
primarily under the trade names of "DNR(R)" and "Santa Cruz(R)".

         DNR Sportsystem has a calendar year end and, as a foreign entity,  does
not have the same reporting  requirements as the Company.  Consistent with prior
reporting  periods,  the Company uses a 90-day lag in reporting  DNR's financial
information. As such, DNR's operating results for its third quarter, which began
July 1, 1996, and ended  September 30, 1996, are  consolidated in Marker's third
quarter which ended  December 31, 1996. As stated above,  the Company  completed
the  acquisition  of an  additional  55% of DNR  Sportsystem  Ltd. in June 1996,
bringing its total  ownership to 80%.  Prior to its 80%  ownership,  the Company
accounted  for its then  25%  investment  in DNR  using  the  equity  method  of
accounting.



<PAGE>



                      MARKER INTERNATIONAL AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
                                   (Unaudited)

         The following pro forma information  presents a summary of consolidated
results of  operations of the Company and DNR as if the Company had owned 80% of
DNR on April 1, 1996 and  1995.  Pro  forma  adjustments  have been made to give
effect to amortization  of goodwill,  interest  expense on acquisition  debt and
certain  other  adjustments.  These pro forma  results  have been  prepared  for
comparative  purposes only.  They do not purport to be indicative of the results
of operations  which  actually  would have resulted had the Company owned 80% of
DNR on April 1,  1996 and  1995,  or of  future  results  of  operations  of the
consolidated entities.

                                                Nine months ended December 31,
                                              1996                         1995
                                           --------                     --------
Net Sales                                  $ 98,392                     $ 87,799
Operating income                              9,128                       10,417
Net income                                    3,506                        4,189
Earnings per common share                  $   0.32                     $   0.38


Note 5.  Intangible Assets

         Intangible assets totaling $21.2 million have been recorded as a result
of the additional  purchase of DNR common shares,  bringing the Company's  total
ownership  to 80%.  These  intangible  assets  result  from  the  excess  of the
consideration paid for DNR over the fair market value of DNR's net assets at the
date of acquisition.  Intangible  assets are amortized  using the  straight-line
method over lives ranging from 5 to 30 years.

Note 6.  Stock Offering

         On July 23,1996, the Company closed on its secondary public offering of
primary  shares of the Company's  common stock.  On August 21, 1996, the Company
closed on the  overallotment  option granted to the  underwriters  in connection
with the secondary offering. The Company issued 2,500,000 shares of common stock
in connection with the secondary  offering and 180,000 shares of common stock in
connection  with the related  overallotment  option and received  aggregate  net
proceeds of approximately $14.8 million.  The Company utilized such net proceeds
to partly finance the purchase of the additional shares of DNR.



<PAGE>



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

         The  following  discussion  should  be read  in  conjunction  with  the
financial statements and notes thereto appearing elsewhere in this report.

General

         Marker International is a leading designer, developer, manufacturer and
marketer of alpine ski bindings in the United States and  throughout  the world.
The Company is a holding company which operates through its subsidiaries, Marker
Deutschland GmbH ("Marker  Germany"),  Marker USA, Marker Japan,  Ltd.  ("Marker
Japan"), Marker Canada, Ltd. ("Marker Canada"), and Marker Austria GmbH ("Marker
Austria").  Substantially  all of the Company's ski bindings are manufactured by
Marker Germany,  which also distributes  bindings in Germany, to subsidiaries of
the Company and to independent  distributors in countries where the Company does
not have a distribution subsidiary. Marker USA and Marker Japan each has its own
sales force and  marketing  departments  for sales and marketing of bindings and
related parts directly to retailers in the United States,  and to both retailers
and wholesalers in Japan, respectively.  Marker Canada distributes the Company's
ski bindings into Canada which are then sold through an independent distributor.
Marker Austria  distributes  the Company's ski bindings into Austria  through an
independent  sales force.  Marker AG, a Swiss holding  company and subsidiary of
the Company,  holds an 80%  interest in DNR  Sportsystem  Ltd.,  an entity which
develops,  markets,  and  distributes  snowboards,  snowboard  boots,  snowboard
bindings and other related products  ("DNR").  Marker Ltd., also a subsidiary of
the Company, designs, distributes and sells to retailers the Company's clothing,
gloves and luggage products for skiing and other  recreational  activities.  The
principal markets for the Company's products are North America, Europe and Asia.

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



<PAGE>



           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                     AND RESULTS OF OPERATIONS - (continued)

Accordingly,  the  relationship  of the  exchange  rate  between the  functional
currency of the  subsidiary  and the Mark has a direct  impact on the results of
operations of the subsidiary as such exchange rate fluctuations  affect the cost
of the products sold by the distribution subsidiary.

         Each of the Company's distribution  subsidiaries operates and maintains
its  accounting  records in the  functional  currency of the country in which it
operates.  In  accordance  with  United  States  generally  accepted  accounting
principles,   upon   consolidation  of  these   subsidiaries  in  the  Company's
consolidated  financial  statements,  the  assets,  liabilities,   revenues  and
expenses of each of the Company's  foreign  subsidiaries  are  translated at the
appropriate exchange rate prevailing during the period. Therefore, the Company's
assets,  liabilities  and results of operations are subject to  fluctuations  in
forward foreign exchange  contract rates and translation  effects which can vary
as a result  of  fluctuations  in the  exchange  rates  between  the  functional
currencies of such foreign subsidiaries and the United States dollar ("Dollar").

         For the three months ended  December 31, 1996,  average  exchange rates
between the Dollar and the Mark and  between the Dollar and the Yen  resulted in
an  effective  decrease in the value of the Mark  against the Dollar and the Yen
against the Dollar of  approximately 7% and 11%,  respectively,  compared to the
corresponding   period  of  the  prior  year.   Such  decrease   resulted  in  a
corresponding  decrease  in the value of the  revenues  and  expenses  of Marker
Germany  and  Marker  Japan  when   converted   to  Dollars,   compared  to  the
corresponding period of the prior fiscal year.

         For the nine months ended  December 31, 1996,  average  exchange  rates
between the Dollar and the Mark and  between the Dollar and the Yen  resulted in
an  effective  decrease in the value of the Mark  against the Dollar and the Yen
against the Dollar of approximately  7% and 17% , respectively,  compared to the
corresponding  period of the prior  fiscal  year.  Such  decrease  resulted in a
corresponding  decrease in the value of revenues and expenses of Marker  Germany
and Marker Japan when converted to Dollars, compared to the corresponding period
of the prior fiscal year.

         The  Company's  business is seasonal  in nature.  Consistent  with this
seasonal  nature and the ski and snowboard  industries  in general,  the Company
historically  records a  relatively  small  percentage  of its  annual net sales
during its first  fiscal  quarter and records a majority of its sales during its
second and third fiscal quarters and to a lesser extent during its fourth fiscal
quarter.



<PAGE>



           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                     AND RESULTS OF OPERATIONS - (continued)

Results of Operations

Comparison  of  the  three  months ended December 31, 1996 with the three months
ended December 31, 1995

         Net sales for the quarter ended  December 31, 1996,  increased to $60.3
million,  compared to $34.0 million for the  corresponding  quarter of the prior
fiscal  year.   The  increase  in  sales  is  primarily   attributable   to  the
consolidation  of DNR's third quarter (July 1, 1996 through  September 30, 1996)
net sales  into the  Company's  operating  results  for the three  months  ended
December 31, 1996 (See Note 4).

         Gross profit for the quarter  ended  December  31,  1996,  increased to
$20.6 million, or 34.2% of net sales, compared to $13.9 million, or 40.9% of net
sales, for the  corresponding  quarter of the prior fiscal year. The increase in
gross profit is attributable to the  consolidation  of DNR's operating  results.
The decrease in gross  profit as a percentage  of sales is primarily a result of
lower gross  margins  recognized  by DNR,  compared to the  consolidated  margin
percentage of the Company's other subsidiaries. Historically, DNR has recognized
gross  margin only on sales of its  products to  distributors  at the  wholesale
level,  unlike the Company's  other  subsidiaries,  which recognize gross margin
from sales of their  products  at the  production,  wholesale  and  distribution
levels.

         Operating  expenses for the quarter ended December 31, 1996,  increased
to $10.6 million,  compared to $7.6 million for the corresponding quarter of the
prior fiscal  year.  The overall  increase in operating  expenses is primarily a
result of consolidating DNR's operating expenses for the quarter,  with those of
the  Company.   In  addition,   research  and  development   expenses  increased
approximately  $0.5  million,  compared to the same  quarter of the prior fiscal
year.

         Interest expense for the quarter ended December 31, 1996,  decreased to
$1.3  million,  compared to $1.4  million for the  corresponding  quarter of the
prior fiscal year. The primary reasons for the decrease in interest  expense are
a lower  outstanding  balance  of  Series A Bonds and  lower  interest  rates on
borrowings.


<PAGE>



           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                     AND RESULTS OF OPERATIONS - (continued)

         Other  income  for the  quarter  ended  December  31,  1996,  increased
approximately $0.6 million,  compared to the corresponding  quarter of the prior
fiscal  year.  The  increase is  primarily a result of realized  and  unrealized
exchange gains recognized at the Company's German subsidiary.

         The  provisions  for income taxes for the quarters  ended  December 31,
1996 and 1995 were calculated using the estimated  consolidated annual effective
tax rate which  considers  the  effective  tax rates of domestic and foreign tax
jurisdictions.

Comparison of the nine months ended December 31, 1996 with the nine months ended
December 31, 1995

         Net sales for the nine months ended  December  31,  1996,  increased to
$93.5  million,  compared to $66.2 million for the  corresponding  period of the
prior  fiscal  year.  The  increase in sales is  primarily  attributable  to the
consolidation of DNR's operating results .

         Gross profit for the nine months ended December 31, 1996,  increased to
$33.9 million, or 36.3% of net sales, compared to $28.5 million, or 43.1% of net
sales,  for the  corresponding  period of the prior fiscal year. The increase in
gross profit is attributable to the  consolidation  of DNR's operating  results.
The decrease in gross  profit as a percentage  of sales is primarily a result of
lower gross  margins  recognized  by DNR,  compared to the  consolidated  margin
percentage of the Company's other subsidiaries.

         Operating  expenses  for the  nine  months  ended  December  31,  1996,
increased  to $22.8  million,  compared to $20.6  million for the  corresponding
period of the prior fiscal year. The overall  increase in operating  expenses is
primarily a result of consolidating  DNR's operating  expenses into those of the
Company. In addition,  research and development expenses increased approximately
$0.7 million, compared to the corresponding period of the prior fiscal year.

         Interest expense for the nine months ended December 31, 1996, decreased
to $3.6 million,  compared to $4.0 million for the  corresponding  period of the
prior fiscal year. The primary reasons for the decrease in interest  expense are
a lower  outstanding  balance  of  Series A Bonds and  lower  interest  rates on
borrowings.



<PAGE>



           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                     AND RESULTS OF OPERATIONS - (continued)


Liquidity and Capital Resources

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

         At December 31, 1996, the Company had working capital of $24.9 million,
compared to $13.5 million as of March 31, 1996. The increase in working  capital
is  primarily  the  result  of  the  consolidation  of  DNR,  which  contributed
approximately  $10.7  million  to working  capital  at  December  31,  1996.  In
addition,  the Company  refinanced  certain  long-term debt,  which at March 31,
1996, was classified as current maturities of long-term debt.

         On  June  26,  1996,  the  Company  completed  the  acquisition  of  an
additional 55% of DNR,  increasing the Company's  total ownership of DNR to 80%.
The total purchase price for the additional 55% of DNR was  approximately  $19.8
million.  The Company  financed the purchase with  aggregate net proceeds from a
secondary offering of primary shares of its common stock of approximately  $14.8
million and proceeds from long-term borrowings of approximately $5.0 million.

         The Company is near  completion  of the  construction  of its snowboard
manufacturing  facility in Salt Lake City,  Utah.  At  December  31,  1996,  the
Company  had  disbursed  approximately  $2.5  million  for  construction  of the
building and approximately $2.8 million for machinery and equipment. The Company
has  borrowings,  under a  construction  loan,  associated  with the facility of
approximately  $1.6  million  and has funded  approximately  $3.7  million  with
short-term  bank lines.  The Company  expects to finance the completed  facility
with long-term debt.






 .
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                     AND RESULTS OF OPERATIONS - (continued)

         At December  31,  1996,  the  Company's  primary  sources of  liquidity
consisted of cash and  short-term  investments  and available  borrowings  under
lines of credit.  The Company  has  approximately  $58.8  million  available  in
short-term  credit  facilities,  of which  approximately  $54.3 million had been
borrowed as of December  31, 1996.  Substantially  all of the  Company's  credit
lines are secured by inventory  and  receivables.  The Company  believes that it
will have adequate bank lines to meet its cash flow demands during fiscal 1997.

Recent Events

         On September  26, 1996,  Thomas P. Sims  ("Sims")  filed an action (the
"Action") in the Superior  Court of  California  for the County of Santa Barbara
(the  "Superior  Court")  against  the  Company  and DNR  relating  to a license
agreement  dated as of September 8, 1991 between Sims and DNR ( the  "License").
Sims  alleged,  among other  things,  that the  Company  and DNR were  promoting
products  (including DNR's Soft Boot Binding  Interface  System,  the "Interface
System")  that unfairly  competed with Sims'  products and that DNR had breached
the License. In addition,  by letter dated September 27, 1996, Sims notified DNR
of his  intention  to terminate  the License  and,  pursuant to the terms of the
License,  initiated  arbitration  proceedings against DNR by filing a demand for
arbitration  (the  "Arbitration").  Through  these  proceedings,  Sims sought to
enjoin DNR from using the Sims name and  trademark  which were  licensed  to DNR
under the License,  and from producing and marketing the Interface System.  Sims
sought monetary  damages from and equitable and  declaratory  relief against the
Company and DNR.

         On November 27, 1996,  the Superior  Court  granted Sims' request for a
preliminary  injunction against the Company and DNR. The Superior Court's ruling
prevents DNR from  manufacturing,  shipping,  selling or distributing  snowboard
products  with the Sims  mark,  pending  the  outcome  of the  Arbitration.  The
Superior  Court,  however,  refused to grant Sims'  request that DNR be enjoined
from  producing and  marketing  the  Interface  System under the "DNR" and other
brand names.  Additionally,  the  preliminary  injunction  does not restrict the
right of DNR to produce and market  snowboards and related  products under brand
names other than Sims.






           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                     AND RESULTS OF OPERATIONS - (continued)

         The preliminary injunction is not a final judgment and factual findings
made by the Superior  Court in the  preliminary  injunction  proceeding  are not
binding upon the arbitrator. In the Arbitration,  Sims has filed a claim against
DNR  for  breach  of  the  License  and  DNR  has  in the  arbitration  filed  a
counterclaim   against  Sims  for  wrongful  termination  of  the  License.  The
Arbitration hearing is scheduled to take place over a four week period beginning
June 16, 1997. Under the terms of the License, the arbitrator's award is binding
on the parties and is not subject to appeal or further  court review  except for
extraordinary circumstances. The Action has been stayed while the Arbitration is
pending.


                           PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

         See the  description  set forth in Part I of this  Quarterly  Report on
Form 10-Q under the caption  "Management's  Discussion and Analysis of Financial
Condition and Results of Operations - Recent Events." Such  description  updates
the Legal  Proceedings set forth in the Company's  Quarterly Report on Form 10-Q
for the quarterly period ended September 30, 1996.


Item 6.  Exhibits and Reports on Form 8-K

         a)       Exhibits:

                  10.21  Second  Restated  and Amended Promissory Note Agreement
                         with    Bayerischi      Hypotheken-und     Wechsel-Bank
                         ("Hypo Bank") for a DM    7,284,205.42 loan

                  10.22  Amended and Restated Conditional  Pledge  Agreement and
                         Assignment  with  Hypo  Bank  for  a  $2.0 million time
                         deposit.


         b)       Reports Filed 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.

                                                            MARKER INTERNATIONAL
                                                                 Registrant

Dated:  February 13, 1997        /s/  Henry E. Tauber
                                 --------------------
                                 Henry E. Tauber
                                 Chairman of the Board,
                                 President and Chief
                                 Executive Officer

Dated:  February 13, 1997        /s/  Brad L. Stewart
                                 --------------------
                                 Brad L. Stewart
                                 Vice President - Finance
                                 and Administration
                                 (Chief Financial Officer and
                                 Chief Accounting Officer)