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

  (Mark One)
   XX  QUARTERLY  REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934
       For the quarterly period ended             March 31, 1999          
                                      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.)

                5500 Airport Freeway, 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 6, 1999
  Series A Stock, $0.10 Par Value                        7,443,174         
  Series B Stock, $0.10 Par Value                        2,058,959         

<PAGE>

                              TABLE OF CONTENTS


  Part I.   FINANCIAL INFORMATION                              PAGE NUMBER

     Item 1. Financial Statements

              Consolidated Condensed Balance Sheets                 3
              December 31, 1998 and March 31, 1999
              (unaudited)

              Consolidated Condensed Statements of Operations       4
              Three months ended March 31, 1999 and 1998
               (unaudited)
                                                                   
              Consolidated Condensed Statements of                  5
              Stockholders' Equity December 31, 1998 and
              Three months ended March 31, 1999  (unaudited)

              Consolidated Condensed Statements of Cash Flows       6
              Three months ended March 31, 1999 and 1998
              (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                                    13

     Item 6.  Exhibits and Reports on Form 8-K                     13

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

<CAPTION>
                                            March 31, 1999   December 31, 1998
                                            --------------   -----------------
                                              (unaudited)
   <S>                                           <C>               <C>
   ASSETS
   Current assets:
     Cash                                        $    25           $   164 
     Trade accounts receivable, less
      allowance for losses of $509 and
      $138 in 1999 and 1998, respectively          1,444             1,711 
     Costs and estimated earnings in excess
      of billings on long term contracts             686               665 
     Inventory (Note 3).                           5,784             6,146 
     Other current assets                            890             1,076 
     Assets held for sale  (Note 6)                  988               988 
                                                  ------            ------
            Total current assets                   9,817            10,750 
   Property, plant and equipment                   2,454             2,600 
   Other assets, net                               1,435             1,301 
                                                  ------            ------
                                                 $13,706           $14,651 
                                                  ======            ======
<PAGE>

   LIABILITIES AND STOCKHOLDERS' EQUITY
   Current liabilities:
     Trade accounts payable                      $ 2,174           $ 3,035 
     Billings in excess of costs and
      estimated earnings on long-term contracts       --                --
     Other current liabilities                     3,205             3,780 
     Customer deposits                               476               310 
     Advances from stockholder                     1,700             1,645 
     Current portion of long-term debt (Note 4)       13                15 
                                                  ------            ------
            Total current liabilities              7,568             8,785 
   Long-term debt                                  2,676             2,294 
   Note payable - stockholder                      2,950             2,950 
   Accrued pension costs                           3,577             3,577 
   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,
      7,443,000 and 7,418,000 shares                  
      issued and outstanding at March 31, 1999
      and December 31, 1998, respectively            743               741
     Series B common stock, $0.10 par value,
      6,000,000 shares authorized, 2,060,000
      and 2,085,000 shares issued and
      outstanding at March 31, 1999 and
      December 31, 1998, respectively                207               209
     Additional paid-in-capital                   39,961            39,961 
     Accumulated other comprehensive (loss)       (4,303)           (4,150)
     Retained (deficit)                          (39,673)          (39,716)
                                                  ------            ------
            Total stockholders' equity (deficit)  (3,065)           (2,955)
                                                  ------            ------
                                                 $13,706           $14,651 
                                                  ======            ======

     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,
                                                        1999        1998    
                                                       ------      ------
   <S>                                                <C>         <C>
   Net sales                                          $ 3,314     $ 9,697
   Cost of sales                                       (1,911)     (6,912)
                                                       ------      ------
   Gross profit                                         1,403       2,785
   Selling, general and administrative expenses        (1,133)     (2,228)
                                                       ------      ------
   Operating income (loss)                                270         557 
   Other income (expense):
     Interest expense                                    (176)       (825)
     Other, net                                           (48)       (148)
                                                       ------      ------
                                                         (224)       (973)
                                                       ------      ------
   Income (loss) before income taxes                       46        (416)
   Income tax (expense)  (Note 7)                          (3)         -- 
                                                       ------      ------
   Net income (loss)                                  $    43     $  (416)
                                                       ======      ======
   Net income (loss) per common share - basic         $ 0.005     $ (0.04)
                                                       ======      ======
   Net loss per common share - diluted                $ 0.005     $ (0.04)
                                                       ======      ======
   Weighted average number of shares of common
    and common stock equivalents outstanding
    during the periods - basic                          9,492       9,488 
                                                       ======      ======
   Weighted average number of shares of common
    and common stock equivalents outstanding
    during the periods - diluted                        9,492       9,488 
                                                       ======      ======

          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, 1999      7,418   $741    2,085   $209    $39,961    $(39,716)    $(4,150)   $(2,955)
   Net income                      --     --       --     --         --          43          --         43
   Foreign currency
    translation adjustment         --     --       --     --         --          --        (153)      (153)
   Excess pension liability
     adjustment                    --     --       --     --         --          --          --         --
                                                                                                    ------
   Comprehensive loss                                                                                 (110)
                                                                                                    ------
   Conversion of Series B
    stock to Series A stock        25      2      (25)     2         --          --         --          --
                                -----   ----    -----   ----     ------     -------      ------     ------ 
  Balance, March 31, 1999       7,443   $743    2,060   $207    $39,961    $(39,673)    $(4,303)   $(3,065)
                                =====   ====    =====   ====     ======     =======      ======     ======


                      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, 
                                                     -------------------
                                                     1999           1998     
                                                     -----         ------
   <S>                                              <C>           <C>
   Cash provided by operations:
     Net income (loss)                              $   43        $ ( 416)
     Adjustments to reconcile net income
      (loss) to net cash provided by
      (used in) operating activities:
       Depreciation and amortization                   215            453 
       Other                                          (152)          (217)
       Changes in operating assets and liabilities:
         Trade accounts receivable                     267          1,544 
         Contract costs in excess of billings          (21)        (1,356)
         Inventory                                     362            110 
         Other assets                                  (31)         1,191 
         Trade accounts payable                       (861)           193 
         Other liabilities                            (408)          (683)
                                                     -----         ------
   Total cash (used in) provided by
    operating activities                              (586)           819
                                                     -----         ------
   Cash provided by (used in) investing activities:
     Additions to property, plant and equipment        (10)          (160)
     Decreases to property, plant and equipment         24             --   
                                                     -----         ------
   Total cash provided by (used in)
    investing activities                                14           (160)
                                                     -----         ------
   Cash provided by (used in) financing activities:
     Net proceeds from (repayments of) long-           
      term debt                                        433           (171)
                                                     -----         ------
   Total cash provided by (used in)
    financing activities                               433           (171)
                                                     -----         ------
   Increase (decrease) in cash and temporary          
    investments                                       (139)           488 
   Cash and temporary investments at                
    beginning of period                                164            211 
                                                     -----         ------
   Cash and temporary investments at       
    end ofperiod                                    $   25        $   699 
                                                     =====         ======
   Supplemental disclosure of cash flow
   information:
       Cash paid during the period for:
       Interest                                     $   60        $   285 
       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, 1999, the
       consolidated  condensed  statement  of  stockholders' equity for the
       period  ended  March 31, 1999, the consolidated condensed statements
       of  operations  for  the three months ended March 31, 1999 and 1998,
       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, 1999 and the results
       of operations for the three months ended March 31, 1999 and 1998 and
       the  cash  flows  for the three months ended March 31, 1999 and 1998
       have  been  made.    The  December  31,  1998 consolidated condensed
       balance sheet is derived from the audited consolidated balance sheet
       as  of  that  date.   Complete financial statements for December 31,
       1998  and related notes thereto are included in the Company's Annual
       Report  on Form 10-K for the year ended December 31, 1998 (the "1998
       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  1998  Form  10-K.    The  results of
       operations  for  the  three months ended March 31, 1999 and 1998 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  digital image
       processing  systems  primarily  for use in the banknote and security
       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.


  3.   Inventories consist of the following:

<TABLE>
                                                 March 31,   December 31,
                                                   1999         1998 
                                                  -------      -------
                                                  (Amounts in thousands)
                 <S>                             <C>          <C>
                 Finished product                $  1,118     $    630
                 Work in progress                   1,180        1,458 
                 Raw materials                      3,486        4,058 
                                                  -------      -------
                                                 $  5,784     $  6,146
                                                  =======      =======

  4.   For a description of the status of the bank credit facility at March
       31,  1999, see "Liquidity and Capital Resources".  Substantially all
       assets  of  the  Company continue to be pledged as collateral on the
       Company's credit facilities. 

  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 1998 Form 10-K.

  6.   A description of the Company's divestitures in 1999 and 1998 follow:

       Proposed Sale of Hamilton Production Facility

       In  the second quarter of 1999, the Company anticipates that it will
       conclude  the  sale  of  the  real  property  at  its Hamilton, Ohio
       production facility for an aggregate consideration of $725,000.  The
       transaction  should result in no gain or loss since the property was
       written  down to its estimated ultimate realizable value at December
       31,  1998.    Proceeds  of  the  transaction   will be 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 this production facility.

       Sale of Hamilton Machining Center in July 1998

       On  July 28, 1998 the Company sold the real and personal property at
       its Hamilton, Ohio machining center ("HMC") and the major portion of
       its  machinery  and  equipment at its assembly facility in Hamilton,
       Ohio  for an aggregate consideration of approximately $4.33 million.
       This  transaction  resulted in a second quarter 1998 loss on sale of
       assets  of approximately $0.8 million and an additional loss of $0.5
       million  in  the  third quarter of 1998 as a result of HMC inventory
       and  other  inventory that was abandoned by the Company and included
       in  the sale.  Proceeds of the transaction were used to repay the $4
       million  secured bridge term loan from the Company's new bank lender
       (the  "Bridge  Loan")  which  was  loaned to the Company on June 30,
       1998.  HMC had outside sales of $1.2 million and operating losses of
       $0.35  million  in  1997.    The Company has replaced certain of the
       capabilities  of  its  machining  center  with  a  group  of new and
       traditional suppliers.

       Sale of Assets of Zerand Division in April 1998
       
       On  April 27, 1998, the Company sold substantially all the assets of
       the  Zerand  division to Valumaco Incorporated, a new company formed
       for  the asset purchase.  In addition, Valumaco Incorporated assumed
       certain  liabilities  of  the  Zerand  division.    The  assets sold
       included  the  real  property,  platen die cutter systems, and other
       original  Zerand  products  such  as  delivery  equipment,  wide-web
       rotogravure  printing  systems, stack flexographic printing systems,
       unwind  and  butt splicer systems, and related spare parts, accounts
       payable,  and other assumed liabilities.  Excluded from the proposed
       transaction  were  the System 2000 flexographic printing systems and
       the  System 9000 narrow-web rotogravure printing systems produced at
       the  Zerand  division and related accounts receivable, inventory and
       engineering  drawings.    The  sale  price  was  approximately $13.7
       million,  which  consisted of cash proceeds of $10.1 million, a one-
       year $1 million escrow "holdback", and the purchaser's assumption of
       approximately   $2.6  million  of  certain  liabilities  of  Zerand,
       including the accounts payable.

       This transaction resulted in an approximate $10 million reduction of
       the  Company's senior debt. The Company realized an approximate $3.6
       million  gain  on the sale of Zerand assets in the second quarter of
       1998.

  7.   The  Company's effective tax rate was 6.5% in 1999 and 0.0% in 1998.
       Due  to  accumulated  losses, there were no recoverable income taxes
       for the three months ended March 31, 1998.

  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.


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

  Year 2000 Compliance Disclosure

  The  Company's  main  computer system and software are not currently year
  2000  compliant.   The Year 2000 issue is the result of computer programs
  being  written using two digits rather than four to define the applicable
  year.    Any  of the Company's computer programs that have date sensitive
  software may recognize a date using "00" as the year 1900 rather than the
  year  2000.    This  could  result in a system failure or miscalculations
  causing  disruptions  of  operations,  including,  but  not limited to, a
  temporary  inability  to process transactions, invoices, or other similar
  normal business activities.

  Based  on  a  recent  assessment, the Company has determined that it will
  need to modify a significant portion of its software so that its computer
  system  will properly utilize data beyond December 31, 1999.  The Company
  is  working  on  its  Year 2000 modifications, and plans to complete such
  modifications  by the end of the second quarter of 1999 utilizing certain
  software  upgrades  and consultant and internal resources for all program
  changes.    The  Company  anticipates costs of $50,000 to $75,000 will be
  incurred  to  complete its Year 2000 program modifications.  There can be
  no  assurance  that  this  time frame will be achieved and actual results
  could  differ  materially  from these plans.  Specific factors that might
  cause  such  material  differences  include,  but are not limited to, the
  availability  and  cost of personnel trained in this area, the ability to
  locate and correct all relevant computer codes and similar uncertainties.
  As  a  contingency,  the Company's consultant, who developed the software
  used  by  the  Company,  is  capable  of  backup  processing  on  its own
  compatible computer system that is already Year 2000 compliant.

  RESULTS OF OPERATIONS

  Comparison of Three Months Ended March 31, 1999 and 1998

  Sales    The  Company's  sales  for the three months ended March 31, 1999
  decreased by $6.4 million (or 65.8%) compared to sales in the same period
  in  1998  due  primarily to decreases in packaging systems products ($2.8
  million)  and  to  decreased  sales resulting from the sale of the Zerand
  division  in  April  1998, which contributed $3.6 million in sales in the
  first quarter of 1998.

  Gross Profit  The Company's gross profit for the three months ended March
  31, 1999 decreased by   $1.4 million compared to gross profit in the same
  period  in  1998  due  primarily  to decreased sales volume for packaging
  systems  net  of    reduced depreciation and product development costs in
  1999.   In addition, 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, 1998 was $0.27 million.  Accordingly, the gross
  profit for the three months was increased $0.27 million ($0.03 per share)
  and  the LIFO reserve was reduced $0.27 million.  Gross profit margin for
  1999  increased  to  42.3%  of sales as compared to 28.7% for 1998.  This
  increase  in  gross  profit  margin  in  1999 was due primarily to normal
  margins on standard products in 1999, the benefit of the reduction of the
  LIFO  reserve,  and an adjustment in the recording of revenues on the ACE
  project  due  to favorable exchange rates ($0.2 million) in 1999, as well
  as reduced depreciation charges due to assets sold in 1998.   

  Selling,  General  and  Administrative  Expenses   The Company's selling,
  general, and administrative expenses decreased by $1.1 million (or 49.1%)
  for  the three months ended March 31, 1999 compared to the same period in
  1998  due  to continuing cost reduction efforts, and the 1998 sale of the
  Zerand  and  Hamilton Machining Center (HMC) divisions.  Selling, general
  and  administrative  expenses  for  the three months ended March 31, 1999
  were  34.2% of sales compared to 23% of sales for the same period in 1998
  due  to  the large decrease in sales in 1999.   The reduction in expenses
  was not proportionate to the reduction in sales discussed above.

  Other Income (Expense)   The Company's interest expense decreased by $0.6
  million  for  the  three months ended March 31, 1999 compared to the same
  period in 1998 due to the reduced borrowing in 1999.  The approximate $20
  million  in debt reduction since March 31, 1998 resulted from the sale of
  Zerand  and  HMC  and  the  June 30, 1998 debt restructuring discussed in
  "LIQUIDITY AND CAPITAL RESOURCES."

  TAX MATTERS

  The Company's effective state and federal income tax rate ("effective tax
  rate")  was  6.5%  for  the three months ended March 31, 1999, due to the
  alternative  minimum  tax  imposed on corporations,  and 0% for the three
  months  ended  March  31,  1998.  Due to continuing losses in 1998, there
  were  no  recoverable  tax  benefits for the three months ended March 31,
  1998.


  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.  

  Historically,  the  Company has funded its capital requirements with cash
  provided  by  operating  activities,  borrowings under credit facilities,
  issuances  of long-term debt and the sale and private placement of common
  stock.    Net  cash  provided  by  (used in) operating activities (before
  working  capital requirement) was $0.1 million and $(0.2) million for the
  three  months  ended  March  31,  1999  and  1988, respectively.  Working
  capital  provided  (used) cash of $(0.7) million and $1.0 million for the
  three  months ended March 31, 1999 and 1998, respectively.  The Company's
  working  capital needs increase during periods of sales growth because of
  a  number of factors, including the duration of the manufacturing process
  and  the  relatively  large size of most orders.  During periods of sales
  decline  such  as  1999 and 1998, the Company's working capital generally
  provides  cash  as  receivables  are collected and inventory is utilized.
  However,  in 1999 the Company concentrated on reducing its trade payables
  and other liabilities.

  The Company's capital expenditures for the first quarter of 1999 and 1998
  were  $0.01  million  and  $0.16  million,  respectively,  and  were used
  primarily for certain machinery and equipment modernization.

  On  June  30,  1998 the Company refinanced a major portion of its secured
  indebtedness ("the Debt Restructuring") as part of its plan to reduce its
  debt.     Through  a  combination  of  new  secured  bank  borrowings  of
  approximately  $6 million, and loans from its Chairman, CEO and principal
  shareholder,  Paul I. Stevens, aggregating $4.5 million, the Company paid
  off  principal amounts due its senior secured bank lender and its secured
  senior subordinated noteholders, aggregating approximately $19.5 million.
  Repayment  of  the  secured  Senior  Subordinated  Notes  resulted  in an
  extraordinary gain on early extinguishment of debt of approximately $11.2
  million in the second quarter of 1998.

  Under  its  credit facility, the Company's maximum borrowings are limited
  to a borrowing base formula, which cannot exceed $7.5 million in the form
  of  direct  borrowings and letters of credit.  As of March 31, 1999 there
  were  $2.67  million  in  direct  borrowings  and no standby  letters  of
  credit outstanding under the  bank  credit facility,  with  no additional
  availability for such borrowings.

  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 $4.65
  million  at  March  31,  1999  have  first liens on certain assets of the
  Company,  principally  certain  Ohio assets that are being held for sale,
  the  remaining  $0.5  million  escrow hold back on the sale of the Zerand
  division,  the  assets  of  a  foreign  subsidiary,  and certain accounts
  receivable  for new customer equipment.  The Company was paid $500,000 of
  the Zerand escrow hold back funds net of amounts owed to the purchaser on
  November  6,  1998.   Because these hold back funds collateralize certain
  Paul  I.  Stevens  advances,  the  $500,000 was paid to him to reduce his
  secured loans to the Company.

  Interest  on  the  bank  facility  is  1.25%  over  prime with a two-year
  maturity  on  the  revolving credit facility.  The amount borrowed on the
  revolving  credit  facility  was approximately $2.67 million on March 31,
  1999.    The Company paid in full a $4.0 million bank Bridge Loan on July
  28,  1998 from the sale of HMC and the major portion of its machinery and
  equipment  at its assembly facility in Hamilton, Ohio.  The secured loans
  from  Paul  I.  Stevens  are due June 30, 2000 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's  pension  plans   have  1999  minimum   payments  due  of
  approximately $0.5 million payable on or before September 15, 1999.

  With  the  expected  May  1999  sale  of the Hamilton, Ohio manufacturing
  facility,  and   assuming  that  one   of  several  strategic   financial
  alternatives,  principally  the return of normalized order flow rates and
  the  additional  sale  of assets, among others presently being pursued by
  the  Company  is  consummated,  management  believes  that cash flow from
  operations  will  be  adequate  to fund its existing operations and repay
  scheduled indebtedness over the next 12 months.

  In  addition, 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, 1999, the
  Company's  Chairman  and  Chief  Executive Officer has loaned the Company
  $1.7 million for its short-term cash requirements.  As of March 31, 1999,
  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.  

  Backlog and Orders  The Company's backlog of unfilled orders at March 31,
  1999  was approximately $4.1 million compared to $2.5 million at December
  31,  1998 .  The backlog of packaging systems at March 31, 1999 increased
  $1.9 million as compared to year-end 1998, offset by small changes in the
  Company's  other  product  lines.  The backlog at March 31 in each of the
  preceding  five  years has ranged from a low of $8.1 million in 1998 to a
  high of $68.0 million in 1995.

  Orders  for  the  three  months  ended  March  31, 1999 were $4.9 million
  compared  to  $1.6 million for the comparable period in 1998, an increase
  of  $3.3 million while shipments decreased $2.7 million, excluding Zerand
  in  1998.    The Company believes the above noted increased order flow is
  the  result  of  normal  fluctuations  in  the flow of major printing and
  packaging system orders.

  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.


  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:

         Exhibit     Number Description of 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)
          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.


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



                                  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 12, 1999                 By: /s/  Paul I. Stevens 
                                     ------------------------              
                                     Paul I. Stevens
                                     Chief Executive Officer
                                     and Acting Chief Financial Officer



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