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: 0-24556


                              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 November 13, 1996
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 September 30, 1996 and March 31, 1996                 3

          Condensed Consolidated Statements of Operations
                 For the Three Months and Six Months
                 Ended   September 30, 1996 and 1995                         5

          Condensed Consolidated Statements of Cash Flows
                 For the Six Months Ended
                 September 30, 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

                                                                              September 30,             March 31,
                                                                                  1996                    1996

CURRENT ASSETS:
<CAPTION>
<S>                                                                           <C>                    <C>        
     Cash and cash equivalents                                                $     8,915            $     6,189
     Accounts receivable, net                                                      52,149                 22,151
     Inventories                                                                   41,473                 32,668
     Prepaid and other current assets                                               6,965                  3,584
                                                                              -----------            -----------
              Total current assets                                                109,502                 64,592
                                                                              -----------            -----------

PROPERTY, PLANT AND EQUIPMENT:
     Land                                                                             386                    386
     Building and improvements                                                      4,874                  4,912
     Machinery and equipment                                                       22,631                 19,973
     Furniture, fixtures and office equipment                                       3,881                  4,225
     Construction in progress                                                       1,786                    913
                                                                              -----------            -----------
                                                                                   33,558                 30,409
     Less accumulated depreciation and amortization                               (17,353)               (17,288)
                                                                              -----------            -----------
              Net property, plant and equipment                                    16,205                 13,121
                                                                              -----------            -----------

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

INTANGIBLE ASSETS                                                                  21,173                     -
                                                                              -----------            -----------

OTHER ASSETS                                                                        2,634                  2,720
                                                                              -----------            -----------
                                                                              $   149,514            $    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

                                                                               September 30,             March 31,
                                                                                   1996                    1996

CURRENT LIABILITIES:
<CAPTION>
<S>                                                                           <C>                    <C>        
     Notes payable to banks                                                   $    62,875            $    30,556
     Current maturities of long-term debt                                           2,143                  7,576
     Current maturities of Series A Bonds, issued
         to a related party                                                         3,500                  3,500
     Accounts payable                                                               8,042                  2,899
     Other current liabilities                                                      8,033                  6,514
                                                                              -----------            -----------
              Total current liabilities                                            84,593                 51,045
                                                                              -----------            -----------

LONG-TERM DEBT, net of current maturities                                          19,657                  5,452
                                                                              -----------            -----------

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

MINORITY INTEREST                                                                   1,179                     -
                                                                              -----------            -----------

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 deficit                                                           (2,369)                (1,293)
     Cumulative foreign currency translation adjustments                               50                    446
                                                                              -----------            -----------
              Total shareholders' equity                                           34,085                 20,768
                                                                              -----------            -----------
                                                                              $   149,514            $    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 Six Months
                                                                September 30,               Ended September 30,
                                                            1996            1995           1996           1995

<CAPTION>
<S>                                                       <C>             <C>            <C>             <C>     
     NET SALES                                            $ 31,718        $ 30,008       $ 33,224        $ 32,252
     COST OF SALES                                          19,163          16,311         20,006          18,167
                                                          --------        --------       --------        --------
     GROSS PROFIT                                           12,555          13,697         13,218          14,085
                                                          --------        --------       --------        --------

     OPERATING EXPENSES:
          Selling                                            3,159           3,399          5,500           6,016
          General and administrative                         2,170           2,287          4,589           4,998
          Research and development                             769             529          1,430           1,250
          Warehousing and shipping                             442             397            756             689
                                                          --------        --------       --------        --------
                                                             6,540           6,612         12,275          12,953
                                                          --------        --------       --------        --------

     OPERATING INCOME                                        6,015           7,085            943           1,132
                                                          --------        --------       --------        --------
     OTHER INCOME (EXPENSE):
          Interest expense                                  (1,264)         (1,527)        (2,285)         (2,617)
          Equity in losses of
              unconsolidated subsidiary                       (201)             -            (281)             -
          Other, net                                           (44)            778            (58)            703
                                                          --------        --------       ---------       --------
                                                            (1,509)           (749)        (2,624)         (1,914)
                                                          --------        --------       --------        --------

     INCOME (LOSS) BEFORE (PROVISION) BENEFIT FOR
          INCOME TAXES                                       4,506           6,336         (1,681)           (782)

     (PROVISION) BENEFIT FOR
          INCOME TAXES                                      (1,622)         (2,534)           605             313
                                                          ---------       ---------      --------        --------

     NET INCOME (LOSS)                                    $  2,884        $  3,802       $ (1,076)       $   (469)
                                                          ========        ========       ========        ========

     NET INCOME (LOSS)
           PER COMMON SHARE                               $   0.28        $   0.45       $  (0.11)       $  (0.06)
                                                          ========        ========       ========        ========

     WEIGHTED AVERAGE SHARES OUTSTANDING
                                                         10,457,658      8,512,550      9,515,425       8,476,203
                                                         ==========      =========      =========       =========

</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 Six Months
                                                                                      Ended September 30,
                                                                                    1996                  1995

CASH FLOWS FROM OPERATING ACTIVITIES:
<CAPTION>
<S>                                                                            <C>                   <C>       
   Net loss                                                                    $  (1,076)            $    (469)
   Adjustments to reconcile net loss to net cash
     used in operating activities:
     Depreciation and amortization                                                 1,602                 1,609
     Equity in earnings of unconsolidated subsidiary                                 281                    -
     Change in assets and liabilities net of effects from the purchase of DNR:
        Increase in accounts receivable, net                                     (24,765)              (21,440)
        Increase in inventories                                                   (8,642)              (14,748)
        Increase in prepaid and other assets                                      (3,461)               (1,646)
        Increase (decrease) in accounts payable                                    1,256                  (306)
         Increase in other current liabilities                                     1,620                 2,413
                                                                               ---------             ---------
NET CASH USED FOR OPERATING ACTIVITIES                                           (33,185)              (34,587)
                                                                               ---------             ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchases of property, plant and equipment                                   (3,612)               (1,466)
     Equity investment in DNR                                                          -                (5,367)
     Payment for purchase of DNR, net of cash acquired                           (14,469)                   -
                                                                               ---------             ---------
NET CASH USED FOR INVESTING ACTIVITIES                                           (18,081)               (6,833)
                                                                               ---------             ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Net borrowings on notes payable to banks                                     33,587                28,159
     Proceeds from issuance of common stock, net                                  14,789                    -
     Proceeds from issuance of long-term debt                                      7,656                 6,723
     Principal payments on long-term debt                                         (1,582)               (1,283)
                                                                               ---------             ---------
NET CASH PROVIDED BY FINANCING ACTIVITIES                                         54,450                33,599
                                                                               ---------             ---------

Effect of foreign exchange rate changes on cash                                     (458)                  491
                                                                               ---------             ---------

Net Increase (decrease) in cash and cash equivalents                               2,726                (7,330)
Cash and cash equivalents at beginning of period                                   6,189                12,281
                                                                               ---------             ---------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                                     $   8,915             $   4,951
                                                                               =========             =========

</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 six months ended  September
30, 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 $3.5  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)

<TABLE>
<CAPTION>

                                                              September 30, 1996            March 31, 1996
                                                             --------------------           --------------

<CAPTION>
<S>                                                             <C>                         <C>       
         Raw materials                                          $       87                  $      489
         Work in process                                             2,674                       2,551
         Finished goods                                             38,712                      29,628
                                                                ----------                  ----------
                                                                $   41,473                  $   32,668
                                                                ==========                  ==========

</TABLE>

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.  Marker  International's total ownership of DNR
Sportsystem  is now 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)", "Santa Cruz(R)" and "Sims(R)."

         DNR's  operating  headquarters  are located in  Switzerland.  DNR 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  its equity  portion of DNR's  operating
results.  As such,  for the  quarter  ended  September  30,  1996,  the  Company
accounted  for its  share  of  DNR's  operations  using  the  equity  method  of
accounting and, therefore, recorded its 25% interest in DNR's net loss for DNR's
quarter and six months ended June 30, 1996.  The Company  consolidated  the June
30, 1996 balance sheet of DNR in its consolidated balance sheet at September 30,
1996, which is consistent with the 90-day lag in reporting.


<PAGE>



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

Note 5.  Intangible Assets

         Intangible  assets  totaling  $21.2 million have been recorded from the
80%  purchase  of DNR.  These  intangible  assets  result from the excess of the
consideration  paid for DNR over the fair  value of DNR's net assets at the date
of acquisition.  Intangible assets,  consisting of trade names and goodwill, are
amortized using a 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 finance the purchase of the additional shares of DNR (see Note 4).



<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 a 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  enter  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.
Accordingly, the relationship of the exchange rate between the functional

<PAGE>



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


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 September 30, 1996,  average  exchange rates
between  the Dollar and the Mark,  and 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 6% and 16%,  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 six months ended  September 30, 1996,  average  exchange  rates
between the Dollar and the Mark and  between the Dollar and the Yen  resulted in
an  effective  decrease  in value of the Mark and the Yen  against the Dollar of
approximately 7% and 20% , 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  industry  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 September 30, 1996 with the three months
ended September 30, 1995

         Net sales for the quarter ended September 30, 1996,  increased to $31.7
million,  compared to $30.0 million for the  corresponding  quarter of the prior
fiscal year.  The increase in sales is primarily  attributable  to the timing of
early season sales of entry level product in Japan.

         Gross profit for the quarter  ended  September  30, 1996,  decreased to
$12.6 million, or 39.7% of net sales, compared to $13.7 million, or 45.7% of net
sales, for the  corresponding  quarter of the prior fiscal year. The decrease in
gross profit is  attributable  to the timing of shipments in the early season of
some  special Jr. models  which  have a lower  gross  margin  than the Company's
normal product line.

         Operating expenses for the quarter ended September, 30, 1996, decreased
to $6.5 million,  compared to $6.6 million for the corresponding  quarter of the
prior fiscal year.  The decrease in operating  expenses is primarily a result of
the cost cutting  efforts of Marker Japan and the effect of  translating  Marker
Japan's  operating  expenses  from  Yen to  Dollars  during  consolidation  (See
Management's  Discussion  and  Analysis -  General,  for  discussion  of foreign
exchange).

         Interest expense for the quarter ended September 30, 1996, decreased to
$1.3  million,  compared to $1.5  million for the  corresponding  quarter of the
prior  fiscal  year.  The  primary  reason  for  the  decrease  is  the  reduced
outstanding  balance of Series A Bonds and the effect of rates used to translate
interest  from Marks to Dollars  and Yen to Dollars  during  consolidation  (See
Management's  Discussion  and  Analysis -  General,  for  discussion  of foreign
exchange).

         Other  income for the  quarter  ended  September  30,  1996,  decreased
approximately $0.8 million,  compared to the corresponding  quarter of the prior
fiscal year. The decrease  relates to foreign  exchange  gains of  approximately
$0.8 million which were  recognized in the quarter ended  September 30, 1995. No
similar foreign  exchange gains were realized in the quarter ended September 30,
1996.


<PAGE>



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

         The provisions  for income taxes for the quarters  ended  September 30,
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 six months ended September 30,  1996 with the six months ended
September 30, 1995

         Net sales for the six months ended  September  30,  1996,  increased to
$33.2  million,  compared to $32.3 million for the  corresponding  period of the
prior fiscal year. The increase in sales is primarily attributable to the timing
of early season sales of entry level product in Japan.

         Gross profit for the six months ended September 30, 1996,  decreased to
$13.2 million, or 39.8% of net sales, compared to $14.1 million, or 43.7% of net
sales,  for the  corresponding  period of the prior fiscal year. The decrease in
gross profit is  attributable  to the timing of shipments in the early season of
some  special Jr. models  which  have a  lower  gross  margin than the Company's
normal product line.

         Operating  expenses  for the  six  months  ended  September  30,  1996,
decreased  to $12.3  million,  compared to $13.0  million for the  corresponding
period of the prior fiscal year. The decrease in operating expenses is primarily
a  result  of the cost  cutting  efforts  of  Marker  Japan  and the  effect  of
translating  Marker  Japan's  operating  expenses  from  Yen to  Dollars  during
consolidation  (See  Management's   Discussion  and  Analysis  -  General,   for
discussion of foreign exchange).

         Interest expense for the six months ended September 30, 1996, decreased
to $2.3 million,  compared to $2.6 million for the  corresponding  period of the
prior  fiscal  year.  The  primary  reason  for  the  decrease  is  the  reduced
outstanding  balance of Series A Bonds and the effect of rates used to translate
interest  from Marks to Dollars  and Yen to Dollars  during  consolidation  (See
Management's  Discussion  and  Analysis -  General,  for  discussion  of foreign
exchange).


<PAGE>



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

         Other income for the six months  ended  September  30, 1996,  decreased
approximately  $0.8 million,  compared to the corresponding  period of the prior
fiscal year. The decrease  relates to foreign  exchange  gains of  approximately
$0.8 million which were  recognized in the six months ended  September 30, 1995.
No  similar  foreign  exchange  gains  were  realized  in the six  months  ended
September 30, 1996.


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  September  30,  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  $7.6  million  to working  capital  at  September  30,  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 common stock of approximately  $14.8 million and proceeds
from long-term borrowings of approximately $5.0 million.

         The  Company  is  currently  constructing  a  snowboard   manufacturing
facility  in Salt Lake City,  Utah.  At  September  30,  1996,  the  Company had
disbursed  approximately  $3.7 million for  construction of the building and for
machinery and equipment. The Company has borrowings,  under a construction loan,
associated  with the  facility  of  approximately  $0.9  million  and has funded
approximately  $2.8 million with short-term  bank lines.  The Company expects to
finance the completed facility with long-term debt.


<PAGE>



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

          At September  30, 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  $72.1  million  available  in
short-term  credit  facilities,  of which  approximately  $62.9 million had been
borrowed as of September 30, 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 with
Superior  Court of  California  for the County of Santa  Barbara (the  "Action")
against  the  Company  and DNR  relating  to a  license  agreement  dated  as of
September 8, 1991 between Sims and DNR ( the  "License").  Sims  alleges,  among
other things,  that the Company and DNR are promoting products  (including DNR's
Soft Boot Binding  Interface  System,  the  "Interface  System")  that  unfairly
compete with Sims' products and that DNR has 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 seeks to enjoin DNR from using
the Sims name and  trademark,  which are  licensed  to DNR under the License and
from  conducting  activities  related to the Interface  System.  Sims also seeks
monetary  damages from and equitable and declaratory  relief against the Company
and DNR.

         On November  5, 1996,  DNR filed its answer and  counterclaims  against
Sims in both the  Arbitration  and  Action.  The  Company is in the  process and
intends to file their answers and counterclaim in the near future.


<PAGE>



                           PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

                  On September 26, 1996, Thomas P. Sims ("Sims") filed an action
         with Superior  Court of California for the County of Santa Barbara (the
         "Action")  against the Company and DNR relating to a license  agreement
         dated as of September  8, 1991  between Sims and DNR ( the  "License").
         Sims  alleges,  among  other  things,  that  the  Company  and  DNR are
         promoting products (including DNR's Soft Boot Binding Interface System,
         the "Interface  System") that unfairly  compete with Sims' products and
         that DNR has  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 seeks to enjoin
         DNR from using the Sims name and  trademark,  which are licensed to DNR
         under  the  License  and  from  conducting  activities  related  to the
         Interface  System.  Sims also seeks monetary damages from and equitable
         and declaratory relief against the Company and DNR.

                  On  November 5, 1996,  DNR filed its answer and  counterclaims
         against Sims in both the Arbitration and Action.  The Company is in the
         process and intends to file their answers and  counterclaim in the near
         future.


Item 6.  Exhibits and Reports on Form 8-K

         a)       Exhibits:

                  None




         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:  November 13, 1996               /s/  Henry E. Tauber
                                        --------------------
                                        Henry E. Tauber
                                        Chairman of the Board,
                                        President and Chief
                                        Executive Officer

Dated:  November 13, 1996               /s/  Brad L. Stewart
                                        --------------------
                                        Brad L. Stewart
                                        Vice President - Finance
                                        and Administration
                                        (Chief Financial Officer and
                                        Chief Accounting Officer)
                                        Chairman of the Board,