UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D. C.  20549
                                   FORM 10-Q

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

                For the quarterly period ended March 31, 2000
                                       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     1-9603

                           STEVENS INTERNATIONAL, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                Delaware                              75-2159407
             ------------------------------------------------------
             (State or other jurisdiction of       (IRS Employer
             incorporation or organization)     Identification No.)

               5700 E. Belknap Street, Fort Worth, Texas 76117
             ------------------------------------------------------
              (Address of principal executive offices) (zip code)

                                  817/831-3911
             ------------------------------------------------------
              (Registrant's telephone number, including area code)

                    __________________________________________
              (Former name, former address and former fiscal year,
                         if changed since last report)

 Indicate by  check mark whether the registrant  (1)  has filed  all  reports
 required to be filed  by Section 13  or 15(d) of the Securities Exchange Act
 of 1934 during the preceding 12 months  (or for such shorter period that the
 registrant was required to file such reports), and  (2) has been  subject to
 such filing requirements for the past 90 days.
                            Yes    XX     No  _____

                   APPLICABLE ONLY TO CORPORATE ISSUERS:
 Indicate the number of shares outstanding of each of the issuer's classes of
 common stock, as of the latest practicable date.

       Title of Each Class                      Outstanding at May 8, 2000
 -------------------------------                --------------------------
 Series A Stock, $0.10 Par Value                         7,466,447
 Series B Stock, $0.10 Par Value                         2,035,686

<PAGE>


                               TABLE OF CONTENTS


 Part I.   FINANCIAL INFORMATION                                  PAGE NUMBER
                                                                  -----------
   Item 1. Financial Statements

            Consolidated Condensed Balance Sheets                      3
            December 31, 1999, and March 31, 2000
            (unaudited)

            Consolidated Condensed Statements of Operations            4
            Three months ended March 31, 2000 and 1999
            (unaudited)

            Consolidated Condensed Statements of                       5
            Stockholders' Equity December 31, 1999 and
            Three months ended March 31, 2000  (unaudited)

            Consolidated Condensed Statements of Cash Flows            6
            Three months ended March 31, 2000 and 1999
            (unaudited)

            Notes to Consolidated Condensed Financial                  7
            Statements (unaudited)

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


 Part II.  OTHER INFORMATION

   Item 1. Legal Proceedings                                          12

   Item 6. Exhibits and Reports on Form 8-K                           12


   CAUTIONARY  STATEMENT  -  This Form  10-Q  may  contain  statements  which
   constitute "forward-looking"  information as that term  is defined in  the
   Private Securities Litigation Reform Act of 1995 or by the Securities  and
   Exchange  Commission  ("SEC")  in  its  rules,  regulations and  releases.
   Stevens International,  Inc. (The "Company")  cautions investors that  any
   such forward-looking statements made by the Company are not guarantees  of
   future  performance and  that actual  results may  differ materially  from
   those in the forward-looking statements.   Some of the factors that  could
   cause actual results to differ materially from estimates  contained in the
   Company's forward-looking  statements are set forth  in the Form 10-K  for
   the year ended December 31, 1999.

<PAGE>
<TABLE>
                STEVENS INTERNATIONAL, INC. AND SUBSIDIARIES
                   CONSOLIDATED CONDENSED BALANCE SHEETS
                 (Amounts in thousands, except share data)

<CAPTION>
                                                       March 31,   December 31,
                                                          2000          1999
                                                       (unaudited)
                                                         -------      -------
  <S>                                                   <C>          <C>
                        ASSETS
  Current assets:
    Cash                                                $      2     $      6
    Trade accounts receivable, less allowance for
      losses of $77 at March 31 and $70 at December 31       482          936
    Costs and estimated earnings in excess of
      billings on long-term contracts                        109          109
    Inventories  (Note 3)                                  6,100        6,606
    Other current assets                                      60           93
    Assets held for sale  (Note 6)                           ---          363
                                                         -------      -------
           Total current assets                            6,753        7,810

  Property, plant and equipment, net                       1,738        1,795
  Other assets, net                                          776          657
                                                         -------      -------
                                                        $  9,267     $ 10,262
                                                         =======      =======
<PAGE>
  LIABILITIES AND STOCKHOLDERS' EQUITY
  Current liabilities:
    Trade accounts payable                              $  1,671     $  2,120
    Other current liabilities                              1,713        1,691
    Income taxes payable                                     110          110
    Customer deposits                                        786          641
    Current portion of long-term debt  (Note 4)            1,147        2,070
                                                         -------      -------
           Total current liabilities                       5,427        6,632

  10% convertible subordinated notes payable               1,000          ---
  Note payable - stockholder                               6,509        6,158
  Accrued pension costs                                    3,110        3,110
  Commitments and contingencies                              ---          ---

  Stockholders' equity:
    Preferred stock, $0.10 par value, 2,000,000
      shares authorized, none issued and outstanding         ---          ---
    Series A common stock, $0.10 par value,
      20,000,000 shares authorized, 7,467,000 and
      7,459,000 shares  issued and outstanding at
      March 31, 2000 and December 31, 1999                   746          745
    Series B common stock, $0.10 par value,
      6,000,000 shares authorized, 2,036,000 and
      2,044,000 shares  issued and outstanding
      at March 31, 2000 and December 31, 1999                204          205
    Additional paid-in-capital                            40,961       39,961
    Accumulated other comprehensive (loss)                (2,549)      (2,549)
    Retained deficit                                     (46,141)     (44,000)
                                                         -------      -------
           Total stockholders' deficit                   (6,779)      (5,638)
                                                         -------      -------
                                                        $  9,267     $ 10,262
                                                         =======      =======

  See notes to consolidated condensed financial statements.
</TABLE>
<PAGE>
<TABLE>
                 STEVENS INTERNATIONAL, INC. AND SUBSIDIARIES
                CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                                 (UNAUDITED)
                 (Amounts in thousands, except per share data)


                                                    Three Months Ended March 31,
                                                           2000        1999
                                                          -------    -------
 <S>                                                     <C>        <C>
 Net sales                                               $    821   $  3,314
 Cost of sales                                               (854)    (1,911)
                                                          -------    -------
 Gross profit                                                 (33)     1,403
 Selling, general and administrative expenses                (853)    (1,133)
                                                          -------    -------
 Operating income (loss)                                     (886)       270
 Other income (expense):
   Interest expense - Note 4                               (1,201)      (176)
   Other, net                                                 (54)       (48)
                                                          -------    -------
                                                           (1,255)      (224)
 Income (loss) before income taxes                         (2,141)        46
 Income tax (expense)  (Note 7)                               ---         (3)
                                                          -------    -------
 Net income (loss)                                       $ (2,141)  $     43
                                                          =======     ======
 Net income (loss) per common share - basic and diluted   $ (0.22)  $   0.01
                                                          =======     ======

 Weighted average number of shares of common and
   common stock equivalents outstanding during the
   periods - basic and  diluted                             9,502      9,492
                                                          =======     ======

 See notes to consolidated condensed financial statements.
</TABLE>
<PAGE>
<TABLE>
                 STEVENS INTERNATIONAL, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                                 (Unaudited)
                            (Amounts in thousands)

                                                                                           Accumulated
                                                                  Additional                 Other
                                 Series A Stock    Series B Stock   Paid-In   Retained  Comprehensive
                                 Shares  Amount    Shares  Amount   Capital   (Deficit)       Loss       Total
                                 -----      ---    -----    ---     ------    -------       ------      ------
 <S>                             <C>       <C>     <C>     <C>     <C>       <C>          <C>          <C>


 Balance, January 1, 2000        7,459     $745    2,044   $205    $39,961   $(44,000)    $ (2,549)    $(5,638)

 Net (loss)                          -        -        -      -          -     (2,141)           -      (2,141)
 Sale of 10% convertible
  subordinated notes  (Note 4)       -        -        -      -      1,000          -            -       1,000
 Conversion of Series B stock
   to Series A stock                 8        1       (8)    (1)         -          -            -           -
                                 -----      ---    -----    ---     ------    -------       ------      ------
 Balance, March 31, 2000         7,467     $746    2,036   $204    $40,961   $(46,141)    $ (2,549)    $(6,779)
                                 =====      ===    =====    ===     ======    =======       ======      ======

See notes to consolidated condensed financial statements.
</TABLE>
<PAGE>
<TABLE>

                 STEVENS INTERNATIONAL, INC. AND SUBSIDIARIES
               CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                 (UNAUDITED)
                            (Amounts in thousands)


                                                           Three Months Ended
                                                                March 31,
                                                            -----------------
                                                             2000       1999
                                                            ------     ------
  <S>                                                      <C>        <C>
  Cash provided by operations:
   Net income (loss)                                       $(2,141)   $    43

   Adjustments to reconcile net income (loss) to net
    cash provided by (used in) operating activities:
      Depreciation and amortization                            154        215
      Interest imputed on 10% convertible notes              1,000        ---
      Other                                                    ---       (152)
      Changes in operating assets and liabilities:
        Trade accounts receivable                              454        267
        Contract costs in excess of billings                   ---        (21)
        Inventory                                              203        362
        Other assets                                            (5)       (31)
        Trade accounts payable                                (449)      (861)
        Other liabilities                                      167       (408)
                                                            ------     ------
  Total cash (used in) provided by operating activities       (617)      (586)
                                                            ------     ------
  Cash provided by (used in) investing activities:
   Additions to property, plant and equipment                  (34)       (10)
   Decreases to property, plant and equipment                  370         24
                                                            ------     ------
  Total cash provided by investing activities                  336         14
                                                            ------     ------
  Cash provided by financing activities:
   Net proceeds from (repayments of) long-term debt            277        433
                                                            ------     ------
  Decrease in cash and temporary investments                    (4)      (139)
  Cash and temporary investments at beginning of period          6        164
                                                            ------     ------
  Cash and temporary investments at end of period          $     2    $    25
                                                            ======     ======
  Supplemental disclosure of cash flow information:
      Cash paid during the period for:
     Interest                                              $    62    $    60
     Income taxes                                                -          5

  See notes to consolidated condensed financial statements.
</TABLE>
<PAGE>

                 STEVENS INTERNATIONAL, INC. AND SUBSIDIARIES
             Notes to Consolidated Condensed Financial Statements
                                 (Unaudited)



 1.   The consolidated  condensed balance  sheet as  of March  31, 2000,  the
      consolidated condensed statement of stockholders' equity for the period
      ended  March  31,  2000,  the  consolidated  condensed  statements   of
      operations for the three months ended March 31, 2000 and 1999, and  the
      consolidated condensed statements  of cash  flows for  the three  month
      periods then ended have been prepared by the Company without audit.  In
      the opinion of management, all  adjustments (which include only  normal
      recurring  adjustments)  necessary  to  present  fairly  the  financial
      position as of  March 31, 2000  and the results  of operations for  the
      three months ended March 31, 2000 and  1999 and the cash  flows for the
      three months  ended  March 31,  2000  and 1999  have  been made.    The
      December 31, 1999 consolidated condensed balance sheet is derived  from
      the audited  consolidated balance  sheet as  of  that date.    Complete
      financial statements for  December 31, 1999  and related notes  thereto
      are included in the Company's Annual  Report on Form 10-K for the  year
      ended December 31, 1999 (the "1999 Form 10-K").

      The above financial  statements have been  prepared in accordance  with
      the instructions  to  Form  10-Q  and  therefore  do  not  include  all
      information included in the 1999 Form 10-K.  The results of  operations
      for the three months ended March 31, 2000 and 1999 are not  necessarily
      indicative of the results to be expected for the full year.

 2.   The  Company  designs,  manufactures,  markets  and  services   web-fed
      packaging and printing systems and related equipment for its  customers
      in the packaging industry and in the specialty/commercial and  banknote
      and securities segments  of the printing  industry.   The Company  also
      markets and manufactures high-speed image processing systems  primarily
      for use in the banknote and securities printing industry.  The  Company
      combines various types of equipment capable of converting and printing,
      among other  items,  food  and beverage  containers,  liquid  container
      cartons,  banknotes,  postage  stamps,  lottery  tickets,  direct  mail
      inserts,  personal   checks   and   business   forms.   The   Company's
      technological and engineering capabilities allow  it to combine any  of
      the four major printing technologies (offset, flexography,  rotogravure
      and intaglio) in its  systems.  Complete press  systems are capable  of
      multiple color  and multiple  size printing  and perform  such  related
      functions  as  numbering,  punching,  perforating,  slitting,  cutting,
      creasing, folding and stacking.  The  presses can be custom  engineered
      for non-standard form size and special auxiliary functions.
<PAGE>
 3.   Inventories consist of the following:

                                         March 31,   December 31,
                                            2000         1999
                                            -----        -----
                                          (Amounts in thousands)
        Finished product .............     $1,169       $1,396
        Work in progress .............         79          349
        Raw materials ................      4,852        4,558
                                            -----        -----
                                           $6,100       $6,303
                                            =====        =====

 4.   For a description of  the status of the  bank credit facility at  March
      31, 2000, see  "Liquidity and  Capital Resources".   Substantially  all
      assets of  the Company  continue to  be pledged  as collateral  on  the
      Company's credit facilities.

      On March  31, 2000,  the Company  completed the  funding of  a  private
      placement of  $1 million  of 10%  convertible subordinated  notes  (the
      Notes").  Net proceeds  of  the notes will be used for working capital.
      The notes were issued in increments of $50,000 and are convertible into
      2,000,000 shares of Series A Common  Stock ("SVEIA") of the Company  at
      $0.50 per share, subject to adjustment.  The conversion of the Notes is
      at the holder's option anytime on or after the fifteenth day  following
      the original issue date of the Notes and prior to the close of business
      on  their  maturity  date.    Issue  costs  for  the  Notes  aggregated
      approximately $151,000.

      The Company has committed to register the shares that would be issuable
      upon conversion of the Notes.  Dilution to existing shareholders  would
      occur as a result of the conversion of the Notes to 2 million shares of
      Series A  common stock.    Should all  the  notes be  converted,  these
      shareholders would own  approximately 17% of  the outstanding stock  of
      the Company.  The first quarter  of 2000 included a charge for  imputed
      interest expense of $1 million with a corresponding $1 million increase
      in "Paid in  Capital in  Excess of  Par Value"  for the  excess of  the
      market value of the common stock over the conversion price.

 5.   The Company is subject to  various claims, including product  liability
      claims, which arise in the ordinary course of business, and is a  party
      to  various  legal   proceedings  that   constitute  ordinary   routine
      litigation incidental to the Company's business.  A successful  product
      liability claim brought against  the Company in  excess of its  product
      liability coverage  could  have  a material  adverse  effect  upon  the
      Company's business, operating results and financial condition.

      In management's opinion, the Company has adequate legal defense  and/or
      insurance coverage in respect to each  of these legal actions and  does
      not believe that such actions, if they occur either  individually or in
      the aggregate,  will  materially  affect the  Company's  operations  or
      financial position.   See "Legal Proceedings"  herein and  in the  1999
      Form 10-K.
<PAGE>
 6.   A description of the Company's divestitures in 2000 and 1999 follow:

      Sale of SSMI

      In January  2000,  the  Company sold  its  French  repair  and  service
      company, SSMI,  for a  net aggregate  consideration of  $198,200.   The
      transaction resulted  in  an  aggregate 1999  loss  of  $1.65  million,
      including a 1999 loss on sale  of $0.05 million and a related  non-cash
      foreign currency adjustment of $1.6  million which had been  previously
      reported as a  charge against stockholder  equity in accumulated  other
      comprehensive loss.   SSMI  had  1999 revenues  of  $3 million  and  an
      operating loss of $0.13 million.  Net proceeds of this transaction were
      used to repay a portion of the  loans from Paul I. Stevens, which  were
      partially collateralized by a lien on this subsidiary.

      Sale of Hamilton Production and Storage Facilities in 1999

      In the second quarter  of  1999, the Company concluded the sale of  the
      real  property  at  its  Hamilton,  Ohio  production  facility  for  an
      aggregate consideration of  $725,000.   The transaction  resulted in  a
      small loss due to certain unanticipated costs of vacating the facility.
      Proceeds of these transactions  were used to repay certain expenses  of
      the sale,  certain property  taxes  and repay  a  portion of  the  $2.5
      million loan from  Paul I. Stevens,  the Company's  chairman and  chief
      executive officer,  which was  partially collateralized  by a  lien  on
      these production and storage facilities.

 7.   The Company's effective tax rate was 0% in 2000 and 6.5% in 1999.   Due
      to accumulated losses, there  were no  recoverable income taxes for the
      three months ended March 31, 2000.

 8.   Basic  EPS  excludes  dilution  and  is  computed  by  dividing  income
      available to  common shareholders  by  the weighted-average  number  of
      common shares outstanding  for the period.   Diluted  EPS reflects  the
      potential dilution that could occur if securities or other contracts to
      issue common  stock  were  exercised  or  converted into common  stock.
      Since the  Series A  and Series  B stock  have identical  dividend  and
      participation  rights  in  the  Company's  earnings,  they  have   been
      considered to be comparable in the calculation.

 9.   All revenues  in the  three months  ended March  31, 2000  were in  the
      Company's  banknote  inspection,   printing  and  packaging   equipment
      business segment.

<PAGE>
 ITEM 2.  MANAGEMENT'S DISCUSSION  AND ANALYSIS  OF FINANCIAL  CONDITION  AND
          RESULTS OF OPERATIONS

 RECENT DEVELOPMENTS

 On April 26, 2000, Stevens International announced its intention to spin off
 into a separate  company its  divisions that  manufacture banknote,  postage
 stamp and other security document printing  and finishing systems and  high-
 speed digital-optical  scanning equipment.    If accomplished,  the  spinoff
 would take the form of a tax-free distribution of shares of the new  company
 to the shareholders of  the Company and would  be accompanied by an  initial
 public equity offering of the new company.  Richard I. Stevens, the  current
 President and Chief Operating Officer of Stevens International, would become
 the President and Chief Executive Officer  of the new company.  The  Company
 will be unable to accomplish the spin-off if a number  of factors beyond its
 control do not occur, including compliance with legal requirements, consents
 from various parties and the obtaining of new orders for this equipment.

 RESULTS OF OPERATIONS

 Comparison of Three Months Ended March 31, 2000 and 1999

 Sales   The  Company's sales  for  the three  months  ended March  31,  2000
 decreased by $2.5 million (or 75.2%) compared to sales in the same period in
 1999 due primarily to decreases in packaging systems products ($1.9 million)
 and to decreased  sales resulting  from the sale  of SSMI  in early  January
 2000, which contributed $0.6 million in sales in the first quarter of 1999.

 Gross Profit  The  Company's gross profit for  the three months ended  March
 31, 2000 decreased by    $1.4 million compared to  gross profit in the  same
 period in  1999  due  primarily to  decreased  sales  volume  for  packaging
 systems, increased costs  from the absorption  of fixed costs  over a  lower
 volume  of  shipments,  all  net  of    reduced  depreciation  and   product
 development costs in 2000.  Further, in 1999 the Company evaluated its last-
 in first out ("LIFO") inventory reserve in conjunction with the sale of  its
 production facility in Ohio including certain inventory, and other inventory
 usage in 1999.  The financial impact of the decrement in the LIFO  inventory
 for the three months ended March  31, 1999 was $0.27 million.   Accordingly,
 the gross  profit for  the 1999  three months  was increased  $0.27  million
 ($0.03 per share)  and the LIFO  reserve was reduced  $0.27 million.   Gross
 profit margin for 2000 decreased to a gross margin loss of (4%) of sales  as
 compared to 42.3% for 1999.   This decrease in  gross profit margin in  2000
 was due primarily to the very low volume  of shipments in 2000 and the  high
 cost of idle plant and underutilized personnel.

 Selling,  General  and  Administrative  Expenses    The  Company's  selling,
 general, and  administrative  expenses decreased by  $0.3 million (or 24.7%)
 for the three months  ended March 31,  2000 compared to  the same period  in
 1999  due to continuing  cost reduction efforts,  and the 2000 sale of SSMI.
 Selling, general  and administrative  expenses for  the three  months  ended
 March 31, 2000 were 103.9% of sales compared to 34.2% of sales for the  same
 period in 1999 due to the large decrease in  sales in 2000.   The  reduction
 in expenses was not proportionate to the reduction in sales discussed above.
<PAGE>
 Other Income (Expense)    The Company's interest  expense increased by  $1.0
 million for  the three  months ended  March 31,  2000 compared  to the  same
 period in 1999 due to the $1.0  million in imputed interest recorded on  the
 issuance of the 10% convertible subordinated  notes due March 31, 2003  (see
 Note 4).

 TAX MATTERS

 The Company's effective state  and federal income  tax rate ("effective  tax
 rate") was 0%  for 2000 and  6.5% for 1999.    Due  to continuing losses  in
 2000, there were  no recoverable  tax benefits  for the  three months  ended
 March 31, 2000.


 LIQUIDITY AND CAPITAL RESOURCES

 Liquidity and Capital Resources

 The Company requires capital  primarily to fund  its ongoing operations,  to
 service its existing debt and to  pursue its strategic objectives  including
 new product  development  and penetration  of  international markets.    The
 Company's working capital needs  typically increase because  of a number  of
 factors, including  the  duration  of  the  manufacturing  process  and  the
 relatively large size of most orders.

 Net cash provided by (used in) operating activities (before working  capital
 requirements) was $(0.97) million in the first quarter of 2000 and $ 0.1  in
 the first quarter of  1999.  Working capital  provided (used) cash of  $0.37
 million in 2000 and $(0.7) million in 1999.

 On March 31, 2000, the Company completed the funding of a private  placement
 of $1 million  of 10%  convertible subordinated  notes ("the  Notes").   Net
 proceeds of the  Notes will be  used for working  capital.   The Notes  were
 issued in increments of $50,000 and are convertible into 2,000,000 shares of
 Series A Common Stock ("SVEIA") of  the Company at $0.50 per share,  subject
 to adjustment.   The  conversion of  the  Notes is  at the  holder's  option
 anytime on or after the fifteenth  day following the original issue date  of
 the Notes and prior to the close of business on their maturity date.   Issue
 costs for the notes aggregated approximately $151,000.

 The Company's  capital  expenditures were  $34,000  in 2000  and  were  used
 primarily for certain equipment modernization.

 The Company's bank  credit facility  bears interest  at 13%  over prime  and
 matures June  30, 2001.   Under  the bank  facility, the  Company's  maximum
 borrowings are limited to a borrowing base formula, which cannot exceed $4.0
 million  and  may be in the form of direct borrowings and letters of credit.
 As of March 31, 2000 there were  $1.147 million in direct borrowings and  no
 standby letters  of credit  outstanding,  with approximately  $0.89  million
 additional  availability  for  such  borrowings.   The  Company  is  not  in
 compliance with some of the covenants of its senior bank line of credit loan
 agreement.  The principal default involved  the failure to make the required
 pension plan payments in 1999 and  2000, which necessitated the filing of  a
 distress  termination request (see below).  The Company's senior lender  had
 declined to grant waivers  of the  defaults.  Although the bank can  declare
 the full amount of the loan immediately payable at any time, it has not done
 so.  The senior bank debt is classified as a current obligation at March 31,
 2000.
<PAGE>
 The Company's bank credit facilities have  first liens on certain assets  of
 the Company, principally inventory,  accounts receivable, and the  Company's
 Texas real estate.  Paul I. Stevens' loans aggregating $6.6 million at March
 31, 2000 have first  liens on certain assets  of the Company, principally  a
 $0.5 million platen  cutter relating to  the hold back  on the  sale of  the
 Zerand division, the assets  of a foreign  subsidiary, and certain  accounts
 receivable for new customer equipment.   Mr. Stevens  has  second  liens  on
 all other assets of the Company.  The secured loans from Paul I. Stevens are
 due June 30, 2001 and bear  interest at rates that vary  up to 2% over  bank
 prime.

 The borrowings  under  the  bank credit  facility  are  subject  to  various
 restrictive covenants related to financial ratios as well as limitations  on
 capital expenditures  and  additional  indebtedness.   The  Company  is  not
 allowed to pay dividends.

 The Company was unable to pay  certain pension plan minimum payments due  on
 September 15, 1999.  Accordingly, the Company filed the necessary forms with
 the Pension  Benefit  Guaranty  Corporation ("PBGC")  to  initiate  distress
 terminations of the Company's two defined  benefit pension plans.  The  PBGC
 is a federal agency  that insures and protects  pension benefits in  certain
 pension  plans  when  the  sponsoring  company  cannot  make  the   required
 contributions to fund projected benefit obligations of the plans.

 The Company's low volume of printing  press sales has resulted in  extensive
 lay-offs, plant closings and sales of  certain operating divisions over  the
 past three  years.   The reduction  in employment  has, in  turn, created  a
 higher than normal demand for  pension benefits necessitating the  Company's
 decision to file for  distress termination of the  plans.  The filings  have
 begun a  series of  negotiations  with the  PBGC  regarding funding  of  the
 pension benefits of employees.  The PBGC, on behalf of the Company's pension
 plan for bargaining unit employees, has filed federal liens in the aggregate
 amount of $1.6 million  against all property and  rights to property of  the
 Company.

 The Company may incur,  from time to time,  additional short- and  long-term
 bank indebtedness (under its existing credit facility or otherwise) and  may
 issue, in public or private transactions, its equity and debt securities  to
 provide  additional  funds  necessary  for  the  continued  pursuit  of  the
 Company's operational strategies.   The availability and  terms of any  such
 sources of financing will depend on market and other conditions.  There  can
 be no assurance  that such  additional financing  will be  available or,  if
 available, will  be on  terms  and  conditions  acceptable  to the  Company.
 Through March 31, 2000, the Company's  Chairman and Chief Executive  Officer
 has loaned the Company $6.6 million for its cash requirements.  As of  March
 31, 2000, this amount has not been repaid.

 The success  of the  Company's plans  will continue  to be  impacted by  its
 ability to  achieve a  satisfactory level  of orders  for printing  systems,
 timely deliveries, the degree of international orders (which generally  have
 less favorable cash  flow terms and  require letters of  credit that  reduce
 credit availability),  and improved  terms of  domestic orders.   While  the
 Company believes  it is  making progress  in these  areas, there  can be  no
 assurance that the Company will be successful in these endeavors.
<PAGE>
 Backlog and Orders   The Company's backlog of  unfilled orders at March  31,
 2000 was approximately $1.4 million compared to $2.5 million at December 31,
 1999 .  The backlog  of packaging systems at  March 31, 2000 decreased  $0.7
 million as  compared to  year-end 1999.    The sale  of SSMI  decreased  the
 backlog $0.4 million.  The backlog at March 31 in each of the preceding five
 years has ranged  from a low  of $4.1  million in 1999  to a  high of  $31.7
 million in 1996.

 Orders for the three months ended March 31, 2000 were $1.3 million  compared
 to $4.9  million for  the comparable  period  in 1999,  a decrease  of  $3.6
 million while shipments decreased $2.5 million.  The decreased order flow is
 the result of  no major printing  and packaging system  orders in the  first
 quarter.

 When sales are recorded under the  completed contract method of  accounting,
 the Company normally experiences  a six to nine  month lag between the  time
 new orders are booked and the time  they are reflected in sales and  results
 of operations.  Larger orders, which are accounted for using the  percentage
 of completion method of  accounting, are reflected in  sales and results  of
 operations as the project progresses through the manufacturing cycle.

<PAGE>
 PART II  OTHER INFORMATION

 Item 1.  Legal Proceedings
 The Company  is  subject  to various  claims,  including  product  liability
 claims, which arise in the  ordinary course of business,  and is a party  to
 various  legal  proceedings  that  constitute  ordinary  routine  litigation
 incidental to the Company's business.   No assurance can be given  regarding
 the outcome of any case; however  a negative outcome in excess  of insurance
 coverage could have  a material adverse  effect on  the Company's  business,
 operating results and financial condition.

 Item 6.  Exhibits and Reports on Form 8-K

          (a)  Exhibits:

           Number Description of Exhibit
  Exhibit
  -------
    3.1    Second Amended and Restated Certificate of
           Incorporation of the Company.(1)
    3.2    Bylaws of the Company, as amended.(2)
    4.1    Specimen of Series A Common Stock Certificate.(3)
    4.2    Specimen of Series B Common Stock Certificate.(4)
    4.3    Specimen  of 10%  Convertible  Subordinated  Note due
           March 31, 2003.(6)
   10.1    Asset Contract to Purchase Real Estate dated February 8, 1999
           by and between the Company and Production Manufacturing, Inc. (5)
   11.1    Computation of Net Income per Common Share.(*)
   27.1    Financial Data Schedule.(*)


   *Filed herewith.

 (1) Previously  filed as an exhibit  to the Company's  Annual Report on Form
     10-K  for the year  ended December 31,  1990 and  incorporated herein by
     reference.
 (2) Previously  filed as an exhibit  to the Company's Registration Statement
     on Form S-1 (No. 33-15279) and incorporated herein by reference.
 (3) Previously  filed as an exhibit  to the Company's Registration Statement
     on Form S-1 (No. 33-24486) and incorporated herein by reference.
 (4) Previously filed as an exhibit to the Company's report on Form 8-A filed
     August 19, 1988 and incorporated herein by reference.
 (5) Previously  filed as an exhibit  to the Company's  Annual Report on Form
     10-K  for the year  ended December 31,  1998 and  incorporated herein by
     reference.
 (6) Previously  filed as an exhibit  to the Company's  Annual Report on Form
     10-K  for the year  ended December 31,  1999 and  incorporated herein by
     reference.


    (b)  Reports on Form 8-K.
           None.

<PAGE>
                                   SIGNATURES


 Pursuant to the requirements of the Securities Exchange Act of 1934, Stevens
 International, Inc. has duly caused this  report to be signed on its  behalf
 by the undersigned thereunto duly authorized.


                                    STEVENS INTERNATIONAL, INC.

 Date: May 11, 2000                 By: /s/  Paul I. Stevens
                                    ----------------------------------
                                    Paul I. Stevens
                                    Chief Executive Officer
                                    and Acting Chief Financial Officer