SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q


   [x]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended June 30, 1997
                                       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            (I.R.S. Employer ID No.)
            incorporation)

                              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 August 13, 1997
     Common Stock, $0.01 par value                    11,129,327


<PAGE>



                              MARKER INTERNATIONAL

                                TABLE OF CONTENTS


                         Part I - Financial Information

      Item 1.      Financial Statements                                    Page
                                                                           ----
                  Condensed Consolidated Balance Sheets
                        As of June 30, 1997 and March 31, 1997              3

                  Condensed Consolidated Statements of Operations
                        For the Three Months Ended
                        June 30, 1997 and 1996                              5

                  Condensed Consolidated Statements of Cash Flows
                        For the Three Months Ended
                        June 30, 1997 and 1996                              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                                       15

      Item 6.      Exhibits and Reports on Form 8-K                        15

      Signatures                                                           16

                                       2
<PAGE>


                         PART I - FINANCIAL INFORMATION

                      MARKER INTERNATIONAL AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                             (Dollars in Thousands)
                                   (Unaudited)

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

                                     ASSETS

                                                      June 30,      March 31,
                                                       1997            1997

CURRENT ASSETS:
   Cash and cash equivalents                          $ 5,560        $13,532
   Accounts receivable, net of allowance for
   doubtful accounts of $1,264 and $2,139,                                     
    respectively                                       23,488         26,279
   Inventories                                         47,408         33,849
   Prepaid and other current assets                     7,232          4,611
                                                      -------        -------
         Total current assets                          83,688         78,271
                                                      -------        -------

PROPERTY, PLANT AND EQUIPMENT:
   Land                                                 1,050          1,050
   Building and improvements                            7,462          7,356
   Machinery and equipment                             18,393         25,302
   Furniture, fixtures and office equipment             4,442          4,511
                                                      -------        -------
                                                       31,347         38,219
   Less accumulated depreciation and amortization     (14,552)       (18,941)
                                                      -------        -------
         Net property, plant and equipment             16,795         19,278

INTANGIBLE ASSETS, net of accumulated amortization     17,131         17,475
                                                   ----------     ---------
   

OTHER ASSETS                                            2,156          2,116
                                                      -------        -------
                                                   $  119,770     $  117,140
                                                   ==========     ==========








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

                                       3
<PAGE>



                      MARKER INTERNATIONAL AND SUBSIDIARIES
                CONDENSED CONSOLIDATED BALANCE SHEETS (Continued)
                             (Dollars in Thousands)
                                   (Unaudited)

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

                      LIABILITIES AND SHAREHOLDERS' EQUITY

                                                     June 30,       March 31,
                                                      1997             1997
                                                     -------        --------
CURRENT LIABILITIES:
   Notes payable to banks                            $50,244         $38,930
   Current maturities of long-term debt                3,024           3,038
   Accounts payable                                    5,955           5,393
   Other current liabilities                           7,052           9,785
                                                     -------         -------
         Total current liabilities                    66,275          57,146
                                                     -------         -------

LONG-TERM DEBT, net of current maturities             15,975          16,487
                                                     -------         -------

SERIES A BONDS, issued to a related party             10,000          10,000
                                                     -------         -------

MINORITY INTEREST                                      1,572           1,810
                                                     -------         -------

SHAREHOLDERS' EQUITY:
   Preferred stock, $0.01 par value, 5,000,000
      shares authorized and none issued                    -               -
   Common stock, $0.01 par value, 25,000,000
      shares authorized; 11,129,127 issued and
      outstanding                                        111             111
   Additional paid-in capital                         36,293          36,293
   Retained earnings (deficit)                        (4,197)            858
   Cumulative foreign currency translation 
      adjustments                                     (6,259)         (5,565)
                                                  ----------      ----------
   
         Total shareholders' equity                   25,948          31,697
                                                  ----------      ----------
                                                    $119,770        $117,140
                                                  ==========      ==========



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

                                       4
<PAGE>



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

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

                                                           For the Three Months
                                                               Ended June 30,
                                                           --------------------
                                                             1997       1996
                                                            ------     ------

  NET SALES                                                 $2,271     $1,624
  COST OF SALES                                              2,088        843
                                                            ------     ------
  GROSS PROFIT                                                 183        781
                                                            ------     ------

  OPERATING EXPENSES:
     Selling                                                 2,859      2,341
     General and administrative                              3,059      2,537
     Research and development                                  992        661
     Warehousing and shipping                                  439        314
     Amortization of goodwill and intagibles                   227          -
                                                            ------     ------
                                                             7,576      5,853

  OPERATING LOSS                                            (7,393)    (5,072)
                                                            -------    ------
  OTHER INCOME (EXPENSE):
     Interest expense                                       (1,114)    (1,021)
     Equity in losses of unconsolidated subsidiary             -          (80)
     Other, net                                                384        (14)
                                                            ------     ------
                                                              (730)    (1,115)

  LOSS BEFORE INCOME TAXES AND MINORITY INTEREST            (8,123)    (6,187)

  BENEFIT FOR INCOME TAXES                                   2,844      2,227
  MINORITY INTEREST                                            224          -
                                                            ------     ------


  NET LOSS                                                 $(5,055)   $(3,960)
                                                           ========   ========

  NET LOSS PER COMMON SHARE                                 $(0.45)    $(0.46)
                                                             ======     ======

  WEIGHTED AVERAGE SHARES OUTSTANDING                    11,129,127 8,563,207
                                                         ========== =========





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

                                       5
<PAGE>



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

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

                                                       For the Three Months
                                                          Ended June 30,
                                                       ---------------------
                                                        1997           1996
                                                       ------         ------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss                                           $(5,055)       $(3,960)
   Adjustments to reconcile net income to net cash
    used in operating activities:
    Minority interest in loss                            (224)             -
    Gain on sale of property, plant and equipment         (88)             -
    Depreciation and amortization                       1,286            784
    Equity in earnings of unconsolidated subsidiary         -             80
    Change in assets and liabilities:
      Decrease in accounts receivable, net              2,917          3,478
      Increase in inventories                         (13,921)       (14,124)
      Increase in prepaid and other assets             (2,546)        (3,560)
      Increase (decrease) in accounts payable           1,156           (483)
      Decrease in other current liabilities            (2,930)          (273)
                                                       ------         ------
NET CASH USED IN OPERATING ACTIVITIES                 (19,405)       (18,058)
                                                      -------        -------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchases of property, plant and equipment          (2,404)          (717)
   Proceeds from disposition of equipment               3,571              -
                                                       ------         ------
NET CASH PROVIDED BY (USED IN) INVESTING
   ACTIVITIES                                           1,167           (717)
                                                       ------         ------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Net borrowings on notes payable to banks            11,675         17,429
   Issuance of common stock from stock options 
    exercised                                               -              9
   Principal payments on long-term debt                  (685)          (601)
                                                       ------         ------
NET CASH PROVIDED BY FINANCING ACTIVITIES              10,990         16,837
                                                       ------         ------

Effect of foreign exchange rate changes on cash          (724)           (43)
                                                       ------         ------

Net decrease in cash and cash equivalents              (7,972)        (1,981)
Cash and cash equivalents at beginning of period       13,532          6,189
                                                       ------         ------
CASH AND CASH EQUIVALENTS AT END OF PERIOD             $5,560         $4,208
                                                       ======         ======

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

                                       6
<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  (the "SEC").
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 months ended June 30, 1997 are not
necessarily  indicative  of the results to be expected for the full fiscal year.
It is suggested that these condensed  consolidated  financial statements be read
in conjunction  with the financial  statements and notes thereto included in the
Company's latest Annual Report on Form 10-K.

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 on 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):
                                          June 30, 1997    March 31, 1997
                                          -------------    --------------
      Raw materials                         $   605            $ 1,054
      Work in process                         3,655              2,739
      Finished goods                         43,148             30,056
                                            -------            -------
                                            $47,408            $33,849
                                            =======            =======


                                       7
<PAGE>



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

Note 4.  Investment in DNR Sportsystem

      On June 30, 1995,  the Company  acquired  25% of the common  shares of DNR
Sportsystem Ltd.  ("DNR"),  a Swiss  Corporation.  On June 26, 1996, the Company
acquired  an  additional  55% of the common  shares of DNR,  thus  bringing  the
Company's total ownership of DNR to 80%. Prior to its 80% ownership, the Company
accounted  for its then  25%  investment  in DNR  using  the  equity  method  of
accounting.

            The following unaudited 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 at the  beginning  of fiscal  years  ending  March 31, 1998 and
1997. Pro forma  adjustments  have been made to give effect to  amortization  of
goodwill,  interest expense on acquisition  debt and certain other  adjustments.
The 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 for the entire first quarter of
fiscal years ending March 31, 1998 and 1997, or of future  results of operations
of the consolidated entities.
<TABLE>
<CAPTION>

(Unaudited and in thousands except per share amounts)    For the Quarter ended June 30,
                                        
                                                            1997           1996
                                                            ----           ----
<S>                                                    <C>            <C>       
Net Sales                                              $    2,271     $    4,832
Operating Loss                                             (7,393)        (6,471)
Net Loss                                                   (5,055)        (5,349)
Loss per Common Share                                  $    (0.45)    $    (0.48)
                                                                          
</TABLE>


Note 5.  Intangible Assets

      Intangible assets consist of goodwill,  trade names and licenses resulting
from the Company's acquisition of DNR. Intangible assets are amortized using the
straight-line method over lives ranging from 5 to 30 years. At June 30, 1997 and
March 31, 1997  accumulated  amortization  of  goodwill  and  intangible  assets
totaled approximately $0.8 million and $0.6 million, respectively.

                                       8
<PAGE>


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

Note 6.  Earnings per Share

      In February  1997,  the  Financial  Accounting  Standards  Board  released
Statement of Financial  Accounting  Standards  ("SFAS") No. 128,  "Earnings  per
Share".  This statement  specifies the computation,  presentation and disclosure
requirements for earnings per share ("EPS") for financial  statements issued for
all periods  ending after  December 15, 1997.  Early  adoption is prohibited and
upon adoption,  all prior period EPS data  presented must be restated.  SFAS 128
simplifies  the  standards for computing EPS in comparison to APB Opinion No. 15
and  replaces  the  presentations  of Primary  EPS and Fully  Diluted EPS with a
presentation  of Basic EPS and Diluted EPS. The Company  believes  that SFAS 128
will not have a material impact when adopted.


Note 7.  Other Matters

      Disclosures about Derivative Financial Instruments.

      The SEC has issued  final  rules  governing  disclosure  requirements  for
financial instruments,  including derivatives.  Derivative financial instruments
held by the Company are generally used to manage  well-defined  foreign exchange
and interest  rate risks which occur in the normal  course of business.  Forward
foreign  exchange  contracts  are used by the  Company to reduce  the  potential
impact of unfavorable  fluctuations in foreign  exchange rates.  The Company has
off balance sheet  commitments  to buy and sell foreign  currencies  relating to
foreign   exchange   contracts  in  order  to  hedge  against  future   currency
fluctuations.

      Gains and losses on foreign currency  contracts not intended to be used to
hedge operating  requirements are reported currently in other income.  Gains and
losses on foreign  currency  contracts  intended  to meet firm  commitments  are
deferred and recognized as part of the cost of the underlying  transaction being
hedged.  At June 30, 1997, all of the Company's  foreign currency  contracts are
being  used to  hedge  operating  requirements.  Counterparties  to the  foreign
exchange contracts are typically major international financial institutions. The
Company's  theoretical risk in these  transactions is the cost of replacing,  at
current  market  rates,   these  contracts  in  the  event  of  default  by  the
counterparty. Management believes the risk of incurring such losses is remote.

                                       9
<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 Co., Ltd. ("Marker
Japan"), Marker Austria GmbH ("Marker Austria") and Marker Canada, Ltd. ("Marker
Canada").  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 Austria distributes the Company's
ski bindings  into Austria  through an  independent  sales force.  Marker Canada
distributes  the  Company's ski bindings into Canada which are then sold through
an  independent  distributor.  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.

      In addition, Marker International,  through its 80% owned subsidiary,  DNR
Sportsystem Ltd. ("DNR"),  and its newly created and wholly-owned  subsidiaries,
DNR USA, Inc.("DNR USA"), DNR North America,  Inc. ("DNR North America") and DNR
Japan Co., Ltd. ("DNR Japan"),  is a leading designer,  developer,  manufacturer
and marketer of snowboards, Interface Step-in SYSTEMS(TM), traditional snowboard
bindings and snowboard boots. DNR designs,  develops and distributes  snowboards
and related products  throughout the world. DNR USA manufactures  snowboards for
distribution worldwide. DNR North America and DNR Japan, through their own sales
force market snowboards,  Interface Step-in Systems(TM),  snowboard bindings and
boots directly to retailers in the United States and Japan, respectively.

                                       10
<PAGE>



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

      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  is based upon,  among other  things,  the rate
afforded  by the  forward  foreign  exchange  contracts  and market  conditions.
Accordingly,  the  relationship  of the  exchange  rate  between the  functional
currency of the  subsidiary  and the Mark has a direct impact on the cost of the
products sold by the distribution subsidiary. Due to the nominal amount of sales
activity  routinely  recorded by the Company  during its first  fiscal  quarter,
currency   fluctuations  against  forward  foreign  exchange  contracts  had  an
insignificant effect upon the operating results of the Company during the fiscal
quarter ended June 30, 1997.

      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 June 30, 1997,  average  exchange rates between
the Dollar and the Mark,  the Dollar and the Japanese yen ("Yen") and the Dollar
and the Swiss franc ("Franc")  resulted in an effective decrease in the value of
the Mark  against the Dollar,  the Yen against the Dollar and the Franc  against
the Dollar of  approximately  13%,  11% and 16%,  respectively,  compared to the
corresponding period of the prior year. Such currency exchange activity resulted
in  corresponding  fluctuations  in the value of the  revenues  and  expenses of
Marker  Germany,  Marker Japan and Marker AG, as well as DNR Sportsystem and DNR
Japan, when converted to Dollars,  compared to the  corresponding  period of the
prior fiscal year.

                                       11
<PAGE>


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

      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.  The Company historically records a majority of
its sales  during its second and third fiscal  quarters  and to a lesser  extent
during its fourth fiscal quarter.

Results of Operations

Comparison of the three months ended June 30,  1997 with the three  months ended
June 30, 1996

      Consistent with the seasonal nature of the Company and the ski industry in
general, the Company has historically  recorded a small percentage of its annual
net sales during its first fiscal quarter. These sales amounts have historically
represented  less than 2% of the  Company's  annual net sales and are  primarily
attributable to close-out  products sold late in the ski season.  As such, sales
results and gross profit margins are not  necessarily  indicative of the results
to be expected for the full year.

      Gross profit for the three  months  ended June 30, 1997  decreased to $0.2
million  compared  to $0.8  million  for the  corresponding  period of the prior
fiscal year.  The  decrease in gross  profit was  primarily a result of negative
margins  caused by  underutilization  of the Company's  snowboard  manufacturing
facility.

      Operating  expenses for the three months ended June 30, 1997  increased to
$7.6  million,  compared to $5.9 million for the same period of the prior fiscal
year.   Approximately  $1.6  million  of  the  increase  was  a  result  of  the
consolidation  of DNR's operating  expenses in the first quarter of fiscal 1998,
which were not consolidated in the first quarter of fiscal 1997. DNR's operating
expenses include  approximately $0.4 million of non-recurring legal fees related
to arbitration  proceedings (see Part II, Item 1. Legal Proceedings  herein). In
addition,  the Company  recorded  amortization  of goodwill and  intangibles  of
approximately $0.2 million during the first quarter of fiscal 1998 which was not
recorded  during the first  quarter of fiscal  1997.  The  overall  increase  in
operating  expenses  of the  Company  was  offset in part by a  decrease  in the
operating  expenses of the Company's foreign  subsidiaries,  which resulted from
fluctuations  in exchange  rates used to translate the  subsidiaries  functional
currencies  to Dollars,  when  compared  to the same period of the prior  fiscal
year.

                                       12
<PAGE>


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

      Interest  expense for the three  months  ended June 30, 1997  increased to
$1.1 million, compared to $1.0 million for the corresponding period of the prior
fiscal year.  The increase in interest  expense  resulted  primarily from higher
borrowings  relating to the purchase of stock in DNR. The increase was offset in
part by a  corresponding  decrease in interest  expense  resulting  from a lower
outstanding  balance of the Company's  Series A Bonds,  lower  interest rates on
various other  borrowings and the effect of the foreign  exchange rates used for
consolidation.

      The income tax benefit recognized for the three months ended June 30, 1997
and 1996 was calculated  using the estimated  consolidated  annual effective tax
rate which  considers  the  effective  tax rates of  domestic  and  foreign  tax
jurisdictions.

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 June 30,  1997,  the  Company  had  working  capital of $17.4  million,
compared to $21.1 million at March 31, 1997. The decrease in working  capital is
primarily the result of routine seasonal borrowing on the Company's credit lines
to finance the  purchase  and  production  of  inventory  and to fund  operating
expenses during the Company's seasonally low revenue first quarter. In addition,
the Company used  working  capital in the current  period to sustain  growth and
finance a portion of its current  expansion  into the snowboard  market with the
creation of DNR USA, DNR North America and DNR Japan.

      On June 26, 1997,  the Company  entered into a  sale-leaseback  agreement.
Under the arrangement,  the Company sold  approximately  $3.0 million of various
machinery  and  equipment  and  leased  it back  for a period  of 7  years.  The
leaseback  has  been  accounted  for  as  an  operating   lease.   The  gain  of
approximately  $0.2 million  realized in this  transaction has been deferred and
will be amortized to income in proportion to rental expense over the term of the
lease.

                                       13
<PAGE>



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

      At June 30, 1997, 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 $60.5 million in short-term credit facilities,  of
which  approximately  $50.2  million  had been  borrowed  as of June  30,  1997.
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 1998.


      Recent Events
      On July 1, 1997, arbitration hearings began between DNR, the Company's 80%
owned  subsidiary,  and Thomas P. Sims ("Sims").  On July 30, 1997,  arbitration
hearings closed with a briefing  schedule  extending into September 1997. In the
arbitration,  Sims has  filed a claim  against  DNR for  breach  of a  licensing
agreement  (the  "License")  between  the two  parties  for the  production  and
distribution  of  snowboards  and related  products  bearing the Sims  trademark
outside of the United States and Canada.  DNR has filed a  counterclaim  against
Sims for  wrongful  termination  of the  License  and for breach of the right of
first refusal in the License. Sims had previously 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 and, on November 27,  1996,  was
granted a preliminary  injunction  against the Company and DNR , preventing  DNR
from manufacturing,  shipping,  selling or distributing  snowboard products with
the Sims trademark, pending the outcome of the arbitration.

      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.  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.  Although only Sims and DNR are
parties to the arbitration, the arbitrator's decision could conclude many of the
disputes  that are the  subject of the Action,  which has been stayed  while the
Arbitration is pending.

    "Safe  Harbor"  Statement  Under  the  Private  Securities Litigation Reform
Act of 1995

      With the exception of historical information  (information relating to the
Company's  financial  condition and results of operations at historical dates or

                                       14
<PAGE>


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

for historical periods),  the matters discussed in this Management's  Discussion
and   Analysis  of   Financial   Condition   and  Results  of   Operations   are
forward-looking statements that necessarily are based on certain assumptions and
are subject to certain risks and uncertainties. These forward-looking statements
are based on management's  expectations  as of the date hereof,  and the Company
does not undertake any  responsibility  to update any of these statements in the
future.  Actual future  performance and results could differ from that contained
in or suggested by these  forward-looking  statements as a result of the factors
set forth in this  Management's  Discussion and Analysis of Financial  Condition
and Results of Operations,  the Business Risks described in the Company's Report
on Form 10-K for the year ended March 31, 1997 and  elsewhere  in the  Company's
filings with the Securities and Exchange Commission.


                           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  Annual Report on Form 10-K
for the year ended March 31, 1997.


Item 6.  Exhibits and Reports on Form 8-K

      a)    Exhibits:

            10.25 Sale/Leaseback  Agreement  with  Zions Credit  Corporation for
                  $3,000,000 of machinery and equipment related to the Company's
                  snowboard manufacturing subsidiary dated June 26, 1997. *

            27    Financial Data Schedule. *

      b)    Reports Filed on Form 8-K:

            1.  Current  Report on Form 8-K dated July 22, 1997,  including  the
                news  release  relating  to  a collaborative arrangement between
                Marker International  and  NIKE, Inc. relating  to  snowboarding
                products.
----------------------
* Filed herewith.

                                       15
<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:  August 13, 1997                /s/  Henry E. Tauber
                                       --------------------
                                       Henry E. Tauber
                                       Chairman of the Board,
                                       President and Chief
                                       Executive Officer

Dated:  August 13, 1997                /s/  Terry J. Tuttle
                                       --------------------
                                       Terry J. Tuttle
                                       Chief Financial Officer




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