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

(Mark One)
[X]	QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE 
	SECURITIES EXCHANGE ACT OF 1934.
For the quarterly period ended June 30, 1998
	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 1-9593

                           	COACHMAN INCORPORATED
          	(Exact name of registrant as specified in its charter)

                   	Delaware		           					73-1244422
       	(State or other jurisdiction of					(I.R.S. Employer
        	incorporation or organization)				Identification No.)

      Bucannan Office Center, 40 Road #165, Suite 212, Guaynabo, PR 00968
         	(Address of principal executive offices)			(Zip Code)
                               (787)-775-1009
           	Registrant's telephone number, including area code

                              	Not applicable
             	(Former name, former address and former fiscal year, 
                        	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) for 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 ____    No __X__

	
                    	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.

                	Class 		             		 	Outstanding at June 30, 1998			
         	Common Stock, $.01 par value	          	16,086,981 shares






                           COACHMAN INCORPORATED
                             AND SUBSIDIARIES




                              Table of Contents



PART I
FINANCIAL INFORMATION




Item 1.
Financial Statements (unaudited)

Condensed Consolidated Balance Sheets-
June 30, 1998 (unaudited) and December 31, 1997

Condensed Consolidated Statements of Operations-
Six months ended June 30, 1998 and 1997 
(unaudited)

Condensed Consolidated Statements of Operations-
Three months ended June 30, 1998 and 1997 
(unaudited)

Condensed Consolidated Statements of Cash Flows-
Six months ended June 30, 1998 and 1997 
(unaudited)

Notes to Condensed Consolidated Financial 
Statements (unaudited)

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





PART 
II.  OTHER INFORMATION


Item 5 Other Information
	


PART I - FINANCIAL INFORMATION


Item 1.	Financial Statements


	The following financial statements, in the opinion of management, reflect all 
adjustments (none of which was other than a normal recurring adjustment) 
necessary for a fair presentation of results of operations for such periods.  
Results for interim periods should not be considered indicative of results for
a full year.





                Index to Consolidated Financial Statements

Condensed consolidated Balance Sheets as of December 31, 1997 and June 30, 1998.

Condensed consolidated Statements of Operations Three Months ended June 30, 
1998 and 1997.

Condensed consolidated Statements of Operations Six Months ended June 30, 1998
and 1997.

Condensed consolidated Statements of Accumulated Deficit as of December 31, 1997
and June 30, 1998.

Condensed consolidated Statements of Cash Flows, Six Months ended June 30, 1998
and 1997.

Notes to Condensed Consolidated Financial Statements


                      COACHMAN INCORPORATED AND SUBSIDIARIES

                      Condensed Consolidated Balance Sheets


                                                      June 30,    December 31,
Assets                                                  1998          1997


Current assets:
 Cash                                              $    2,672          53,710 

 Accounts receivable:
  Trade, net of allowance for doubtful accounts of 
    $303,865 in 1998 and $248,683 in 1997          12,160,782       4,594,566 
  Related parties                                      17,004          21,849 
  Other, principally government incentives            409,845         886,474 
 Notes receivable                                        0.00         147,761 
 Notes receivable from affiliates                      35,702          46,414 
 Inventories                                       13,292,801      12,598,053 
 Prepaid expenses and other current assets, 
    including prepaid income taxes of $30,920 
    in 1998 and 1997                                  448,014         132,853 

       Total current assets                        26,366,820      18,481,680 


Property and equipment                             11,344,051       6,929,771 
Intangibles                                         4,723,436       2,788,719 
Notes receivable:
    Officer                                           145,282         115,282 
    Affiliates                                        334,250         350,679 
Due from entity in process of being acquired             0.00       1,423,060 
Investments in subsidiaries                            60,315          60,315 
Debt issue costs, net of amortization 
    of $577,835  in  1998 and $ 444,975 in 1997       287,725         313,038 
Other assets                                          122,032         191,330 


    Total assets                                   43,383,911      30,653,874 





                   COACHMAN INCORPORATED AND SUBSIDIARIES

                    Condensed Consolidated Balance Sheets


Liabilities and Stockholders' Equity/(Deficit)


                                                      June 30,    December 31,
                                                       1998           1997

Current liabilities:
 Accounts payable:
  Trade (including bank overdraft of $315,928 
  in 1998 And $427,329 in 1997)                  $  4,570,153       6,986,501 
  Related parties                                      55,162          31,272 
 Accrued liabilities                                2,554,971       1,759,340 
 Current maturities of long-term debt              18,767,796      12,833,077 
 Current maturities of obligations under 
  capital lease                                        66,340            0.00 
 Income tax payable                                   118,093          93,227 
 Deferred tax liability                                12,754           8,225 

    Total current liabilities                      26,145,269      21,711,642 

Deferred tax liability                                539,133         483,868 
Long-term debt                                      9,170,246       2,785,385 
Obligation under capital lease                        206,673            0.00 
Minority interest in subsidiary                     1,760,000       1,760,000 

                                                   37,821,321      26,740,895 



Stockholders' equity/(deficit):
 Preferred stock, no par value; authorized 
  200,000 shares; issued and Outstanding 6,541
  in 1998 and 12,901 in 1997                               65             129 
 Equity notes received in exchange for 
  6,360 redeemed Class AA Preferred stock (note 6)  6,679,290            0.00 
 Common stock, $0.005 par value; 
  authorized 50,000,000 shares; issued and 
  outstanding 35,844,711 in 1998 and 32,173,939 
  in 1997 (15,000,000 additional shares are 
  commited to be issued in 1998 pending 
  approval by the shareholders)                       254,222         160,870 
 Additional paid-in capital                        15,456,128      19,744,676 
 Common stock and warrants committed                  600,000         600,000 
 Accumulated deficit                              (17,427,115)    (16,232,695)
 Payments towards redemption of 
  Class AA Preferred Stock                               0.00        (360,001)

     Total stockholders' equity/(deficit)           5,562,590       3,912,979 


     Total liabilities and stockholders' 
     equity/(deficit)                           $  43,383,911      30,653,874 

See accompanying notes to condensed consolidated financial statements.




                            COACHMAN INCORPORATED

              Condensed Consolidated Statements of Operations


                                                       Three Months Ended,
                                                      June 30,        June 30,
                                                        1998            1997

Revenues:
 Trade net sales                                $  11,481,501      11,076,794 
 Other                                                 22,151          21,352 

       Total revenues                              11,503,652      11,098,146 

Costs and expenses:
 Cost of goods sold                                 8,561,742      10,671,737 
 Selling, general and administrative expenses       1,895,809       2,175,786 

       Total costs and expenses                    10,457,551      12,847,523 


       Operating income/(loss)                      1,046,101      (1,749,377)


Other income/(expense):                 
 Interest income                                       10,336           5,730 
 Interest expense                                    (751,625)       (392,119)
 Other income                                          23,671         227,617 
 Gain on sale of assets                                  0.00          56,646 

       Other (expense), net                          (717,618)       (102,126)


       Income /(loss) before income taxes             328,483      (1,851,503)

Income tax expense                                     41,577               0
       
       Net income/(loss)                        $     286,906      (1,851,503)

       Net income/(loss) 
       applicable to common shares              $     206,891      (2,076,285)



Average outstanding common shares               $  36,357,443      23,853,902 

Basic income/(loss) per average 
  outstanding common share                      $        0.01           (0.09)


See accompanying notes to condensed consolidated financial statements.






                            COACHMAN INCORPORATED

                Condensed Consolidated Statements of Operations




                                                        Six Months Ended,
                                                       June 30,       June 30,
                                                         1998           1997
Revenues:
 Trade net sales                                 $  18,612,900     19,077,165 
 Other                                                  42,973         40,090 

     Total revenues                                 18,655,873     19,117,255 


Costs and expenses:
 Cost of goods sold                                 14,712,953     17,172,263 
 Selling, general and administrative expenses        3,212,058      3,636,994 

     Total costs and expenses                       17,925,011     20,809,257 

     Operating income/(loss)                           730,862     (1,692,002)


Other income/(expense):
 Interest income                                        22,949         17,504 
 Interest expense                                   (1,189,387)      (712,735)
 Other income                                           43,507        404,745 
 Gain on sale of assets                                   0.00         56,646 

     Other (expense), net                           (1,122,931)      (233,840)

     Loss before income taxes                         (392,069)    (1,925,842)

Income tax expense                                      79,080         59,800 

     Net loss                                    $    (471,149)    (1,985,642)


     Net loss applicable to common shares        $    (775,704)    (2,210,424)

Average outstanding common shares                $  36,357,443     22,688,333 

Basic net loss per average outstanding 
   common share                                  $       (0.02)         (0.10)


See accompanying notes to condensed consolidated financial statements.






                    COACHMAN INCORPORATED AND SUBSIDIARIES

             Condensed Consolidated Statement of Accumulated Deficit



                                                    June 30,      December 31,
                                                      1998           1997


Balance at beginning                          $  16,232,695)       (7,539,771)

Net 
income                                             (498,771)       (8,517,647)

Dividends on preferred stock of subsidiary         (695,649)         (175,277)


Balance at end                                $ (17,427,115)      (16,232,695)





                              COACHMAN INCORPORATED

                 Condensed Consolidated Statements of Cash Flows


                                                          Six Months Ended,
                                                        June 30,      June 30,
                                                          1998          1997


Cash flows from operating activities:
 Net loss                                        $     (471,149)   (1,985,642)
 Adjustments to reconcile net loss to net cash
    provided used in operating activities:
     Provision for doubtful accounts                     55,182             0 
     Depreciation and amortization                      748,173     1,711,823 
     Increase in accounts receivable                 (7,071,932)   (1,303,037)
     Increase in inventories                           (616,759)   (1,340,762)
     Increase in prepaid expenses and other assets     (243,813)   (1,722,795)
     Decrease/(increase) in deferred income tax asset  
     Increase in due from entity in process of 
       being acquired
     Increase/(decrease) in accounts payable 
       and accrued liabilities                       (3,388,896)    4,088,696 
     Increase in income tax payable                      24,866             0 
     Increase in deferred income tax liability           59,794             0 


        Net cash used in operating activities       (10,904,534)     (551,717)

Cash flows from investing activities:
 Payment related to acquisition, net                    (80,647)            0 
 Collection of note receivable                          147,761             0 
 Collection of note receivable - affiliate                 0.00       160,712 
 Purchases of property and equipment                   (545,986)         0.00 
 Additions to intangibles                                     0 

 Loan made to officer                                   (30,000)         0.00 
 Proceeds from officer loan repayments                   27,141          0.00 

     Net cash provided by/(used in) 
     investing activities                              (481,731)      160,712 

Cash flows from financing activities:
 Proceeds from issuance of common stock               2,000,000          0.00 
 Proceeds of loan from third party                            0             0 
 Net borrowings/(principal amortization)              9,335,227       389,034 
     
     Net cash provided by financing activities       11,335,227       389,034 

Net decrease in cash                               $    (51,038)       (1,971)

Cash, beginning of period                          $     53,710         5,541 

Cash, end of period                                $      2,672         3,570 


See accompanying notes to condensed consolidated financial statements.




                            COACHMAN INCORPORATED
                               AND SUBSIDIARIES

               Notes to Condensed Consolidated Financial Statements
                                 (Unaudited)



(1) Accounting Principles and Basis of Presentation
 
The accompanying condensed consolidated financial statements, 
footnotes, and discussions should be read in conjunction with 
the consolidated financial statements, related footnotes, and 
discussions contained in the Company's annual report on Form 10-
K for the Fiscal Year ended December 31, 1997.  In the opinion 
of the Company's management, the unaudited condensed 
consolidated interim financial statements reflect all 
adjustments necessary for a fair presentation.  Operating 
results for interim periods are not necessarily indicative of 
the results that may be expected for the fiscal year ending 
December 31, 1998.
 
(2) Inventories
 
 Inventories consist of the following:
 
 
                                                 June 30,        December 31, 
                                                   1998             1997
 
 Finished goods                             $  8,122,505           7,550,433
 Work-in-process                                 575,824             709,364
 Raw materials                                 4,594,472           4,338,256

                                             $13,292,801          12,598,053
 
(3) 	Property and Equipment
 
 Property and equipment consists of the following
 
                                                 June 30,         December 31, 
                                                   1998              1997
 
 
 Land                                       $    123,500                -
 Building                                      1,483,500                -
 Machinery and equipment                       9,538,105            8,541,991
 Leasehold improvements                          362,746              428,252
 Equipment under capital lease                   194,000                -
 
                                              11,701,851            8,970,243
    Less accumulated depreciation 
    and amortization                             357,800            2,040,472
 Property and equipment, net                $ 11,344,051       $    6,929,771
 

On January 1998, company's management decided to take a physical 
inventory of the company's property and equipment to revise the 
useful lives and salvage value estimates of the existing 
depreciable assets acquired before December 31, 1997. As a 
result of this change in accounting estimate, depreciation 
expense for the six-month period was $351,200 below what it 
would have been if computed under the previous useful lives and 
salvage value estimates.
 
(4) 	Intangibles
 
 Intangibles consist of the following:
 
                                                    June 30,      December 31
                                                     1998            1997
Right of use-waste water treatment 
plant, net of accumulated 
amortization of $700,000 in 1998 and 
$560,000 in 1997                                 $1,260,000        $1,400,000
 
 
Trade names, net of accumulated 
amortization of $1,784,446 in 1998 
and $1,710,370 in 1997                            1,178,554         1,252,630
 
 
Goodwill and intellectual property, 
net of accumulated amortization of 
$48,227 in 1998 and accumulated 
amortization and impairment loss of 
$172,495 in 1997                                  2,284,882           136,089
 
 
                                                 $4,723,436        $2,788,719
 
(5) 	Borrowings
 
 The following debts were outstanding:
 
 Related parties:
 
                                                    June 30,      December 31
                                                     1998           1997

Unsecured term loans payable to a 
stockholder director and a relative, 
due on December 5, 1999, with interest 
at 10%.  These loans are convertible, 
at the option of the creditors, into 
shares of stock of Coachman at a rate 
of $0.20 per share                               $1,000,000        $1,000,000
 
 
 
6% to 9% unsecured loan payable to 
various affiliates, $97,350 due on 
January 1, 1999; others on demand                   137,050           135,050
 
 
 
Promissory note due to Corporacion 
Inmobiliaria Textil (Cintex) due and 
payable on December 21, 2000, bearing 
interest at 7%, due quarterly (four 
quarters' interest were in arrears in 1998) 
(two in 1997)                                     1,000,000         1,000,000
 


Promissory note to Fideicomiso Hispamer 
due on December 21, 2000, interest at 
7%, due quarterly (four quarters' 
interest were in arrears in 1998) (two 
in 1997)                                            465,000           465,000
 
 
 
Promissory note to Fideicomiso Hispamer 
due and payable on December 21, 2000, 
interest at 7%, due quarterly (six 
quarters' interest were in arrears in 
1998) (four in 1998)                                320,385           320,385
 
 
 
Note payable to Fideicomiso Hispamer 
due on November 29, 1998, bearing 
interest at 12% due monthly.  This note 
is convertible into shares of common 
stock of Coachman at a rate of $0.13 
per share                                         1,000,000   


Borrowings due to related parties                 9,982,435         2,920,435
 
 
Unrelated parties:


Term loan due on March 1, 1998, 
guaranteed by Olympic Mills 
Corporation.  The proceeds of this loan 
were lent by Coachman to Tifton Mills, 
Inc.                                                  -              $302,129
 
 
 
Revolving loans due to Congress Credit 
Corporation (Congress) pursuant to a 
loan and security agreement (see terms 
on page 8)                                       15,420,432         9,291,757
 
 
Unsecured note payable in three equal 
quarterly installments, beginning in 
January 1, 1998, with interest at prime 
plus 1 1\2%                                         300,000           300,000
 
 
 
Term loan due to Congress, 
collateralized by a chattel mortgage 
over the Olympic Group's property due 
in monthly installments.                          2,386,000           816,680
 
 
 
6% unsecured note payable to a company, 
due in monthly installments of 
approximately $6,500, including 
interest, with the final installment 
due in June 1995.                                    75,000            75,000
 
 
 
Non-interest bearing unsecured note 
payable to The CIT Group/Commercial 
Services, Inc., due in installments 
($131,714 on February 13, 1998, and 
$1,900,000 in twelve monthly 
installments commencing in December 
1997)                                               991,668         1,873,382
 
 
 
11.5% note payable to a bank from 
Caribbean Outfitters, Inc., due in 
monthly installments, including 
interest, with the final installment 
due in January 1997.  The note is 
unsecured and is guaranteed by a 
stockholder board member.                             9,079             9,079
 
 
 
13% unsecured note payable to an 
unrelated party with interest and 
principal due January 1998, as amended. 
 The note contains provisions 
permitting settlement through the 
issuance of Coachman common stock 
assuming a conversion rate of 
approximately $.15 per share                         30,000            30,000
 

 
Loans payable to a bank in 34 fixed 
payments of $29,768 and a final payment 
of the remaining unpaid balance due on 
February 5, 2001 bearing interest at 
prime rate plus 1 1\4%.  The loans are 
collateralized with a first mortgage on 
real estate, and the unsecured 
guarantee of OMC-Tifton and Olympic.              2,843,517      

 
 
Unsecured note payable to an unrelated 
party, due in monthly installments of 
$10,000 commencing on July 1, 1998 with 
interest  at prime plus 1 1\2%                      150,000
 
 
 
 
Unsecured loan payable to a bank, due 
in monthly installments of $5,624, 
bearing interest at 10 _%                           243,433   
 
 
 
 
Unsecured loan payable to a bank, due 
in monthly installments of $1,350 and a 
final payment of the remaining unpaid 
balance on September 30, 1998.  The 
loan bears interest at 10 1/4%                      122,159
 
 
 
 
Loan payable to the Economic 
Development Bank for Puerto Rico (see 
terms on page 10)                                   500,000
 
 

Unsecured loan payable to a bank, due 
in monthly installments of $1,199 
beginning on April 15, 1998 bearing 
interest at an annual rate of 7.5%                   63,071
 
 
 
 
Unsecured loan payable to a bank 
bearing interest at an annual interest 
rate of 8.55%                                        50,000
 
 
 
 
Note payable to an unrelated party in 
three monthly installments beginning 
May 23, 1998.  The note bears interest 
at prime rate plus 2%                               161,250
 

            
 
 
Borrowings due to unrelated parties              23,345,609        12,698,027
 
Total long-term debt                             27,938,042        15,618,462
 	
    Less current maturities                      18,767,796        12,833,077
 
Long-term debt, excluding current 
maturities                                      $ 9,170,246      $  2,785,385
 
 
 
 
 The Olympic Group has a loan and security agreement with 
Congress Credit Corporation (Congress) providing a maximum 
credit of $15,000,000 (presently $18,000,000).  The agreement 
provides the following financing arrangements and financial 
accommodations:
 
 Congress provides revolving loans subject to certain limitations 
up to a maximum amount of $14,764,000, letter of credit 
accommodations up to a maximum amount of $1,000,000 and a 
$2,236,000 term loan.  The Olympic Group shall pay Congress a 
letter of credit fee at an annual rate of 4% over the daily 
outstanding balance of the letter of credit accommodations and 
an annual facility fee of $75,000 while the agreement is in 
effect.  An unused line fee is charged to the Olympic Group at a 
rate of .50% over the excess of  $14,764,000 over the average 
principal balance of the outstanding revolving loans and letter 
of credit accommodations.  The agreement provides for a first 
chattel mortgage on all the equipment owned by the Olympic Group 
and a lien upon its intangible assets, cash and investments, 
inventory and eligible receivables.  The term loan due to 
Congress is collateralized by a chattel mortgage over the 
Olympic Group's property.
 
 Interest is payable on the outstanding principal amount at a 4% 
annual interest rate over Congress' cost of borrowing Section 
936 of the U.S. Internal Revenue Code funds in the commercial 
paper market or 2% over prime rate, whichever is less.  
 
 The agreement contains various financial and non-financial 
covenants with which the Olympic Group has not complied as of 
June 30, 1998.

On May 14, 1998, Olympic entered a term loan agreement amounting 
to $1,350,000 with the Economic Development Bank for Puerto Rico 
(EDB).  The proceeds of the loan shall be used to repay the 
interim secured loan due to EDB amounting to $500,000 while the 
remaining portion will be used for working capital purposes.  
The loan principal shall be amortized in quarterly installments 
commencing on July 1, 2001 through its remaining term as 
follows:


Payment Dates                              Amortization as a Percentage 
                                                         of 
                                                Outstanding Balance

July 1, 2001 to April 1, 2002                30% of the debt balance on 
                                                    May 31, 2001               
July 1, 2002 to April 1, 2003                50% of the debt balance on 
                                                   May 31, 2002
July 1, 2003 to April 1, 2004               100% of the debt balance on 
                                                   May 31, 2003

Interest is payable quarterly commencing on July 1, 1998 as 
follows:


      Date                                        Interest Rate

May 14, 1998 to May 14, 2001                Prime rate plus 350 basis points
May 15, 2001 to May 14, 2004                Prime rate plus 650 basis points



At the option of Olympic Mills, up to 50% of the interest 
payable on the note for the first quarters can be capitalized in 
a note payable to EDB due on May 14, 2004.  The capitalization 
note shall bear interest at 100 basis points above the interest 
rate payable at such time on the note.

Coachman and various affiliates guarantee the payment of all 
amounts payable to EDB under the agreement.

(6) Common and Preferred Stock

On May 14, 1998, 6,360 Class AA preferred shares of stock of 
Coachman with a redemption value of $1,000 per share, plus 
cumulative dividends and a redemption premium, were redeemed in 
exchange for a subordinated capital note. Amounting to 
$6,000,000 plus 679,290, for accumulated dividends and premium, 
and the issuance of 2,772,450 shares of common stock of 
Coachman.

(7) Adoption of New Accounting Pronouncement
 
 The Company has adopted the provisions of  FASB 128 for fiscal 
year 1997.  Under the provisions of FASB 128 the Company is 
required to report earnings/(losses) per share under the 
following two concepts  (i) basic earnings/(losses) per share 
and (ii) diluted earnings/(losses) per share.  Under the diluted 
earnings/(losses) per share method, the Company must consider in 
the computation of earnings/(losses) per share the effect of all 
dilutive common shares that were outstanding for the period, 
including the number of common shares that would have been 
issued and outstanding, if the stock options granted by the 
Company for the period under the plan had been exercised.  
Nevertheless, if the effect of considering the potential common 
shares results in the computation being antidilutive then the 
FASB required that the Company present basic earnings/(losses) 
per share only.  The Company has reported losses for both the 
1998 and 1997 interim periods, therefore it does not include the 
potential common shares in the computation of loss per share 
since this would result in an antidilutive computation of such 
loss per common share.  Therefore, the Company's reported basic 
and diluted earnings/(losses) per share is the same.  Potential 
common shares outstanding at June 30, 1998 which could, in the 
future enter into the computation of diluted earnings/(losses) 
per share amount to 36,666,667 shares.
 
(8) Income Tax
 
 The Company recorded a current income tax expense of $19,283 and 
a deferred income tax expense of $59,797 for the six month 
period ended June 30, 1998.  The current income tax expense for 
the six month period ended June 30, 1997 amounted to $59,800.
 
(9) Related Party Transactions

The following are transactions between the Company and 
subsidiaries, and other related parties, for the six month 
periods ended June 30, 1998 and 1997.

 (i) Coachman, one of its subsidiaries, and an officer are 
guarantors on certain debt of Coachman Inns Income Limited 
Partnership which is collateralized by real estate.  The 
outstanding balance of the debt amounted to approximately 
$ 2,173,302 at June 30, 1998.  Coachman also holds a 
second mortgage on the real estate.
 
 (ii) Olympic leases its office and manufacturing facilities 
from one of Coachman's stockholders under a yearly 
renewable lease agreement.  Total rent expense under such 
lease amounted to approximately $ 338,160, for each of the 
six month periods ended June 30, 1998 and 1997, 
respectively.

(10) Contingencies
 
 During 1996 and 1995, Coachman leased retail facilities under 
operating leases with varying expiration dates.  Coachman 
discontinued its retail sales segment in 1995.  All of the 
retail stores were closed in 1995 and 1996.  Some of the lease 
expiration dates were subsequent to the dates of the store 
closings.  As such, Coachman or its subsidiaries may be liable 
for future accelerated rent.  Coachman has accrued approximately 
$79,150 for current and past due rent at June 30, 1998.   No 
amounts have been recorded for future accelerated rent.
 
 Coachman is a defendant in a lawsuit filed by the landlord of a 
closed store for nonpayment of rents.  The suit asks for past 
due rent of approximately $56,000 and accelerated rents of 
approximately $351,000, plus attorney fees and costs.  Coachman 
believes the claim is without merit and intends to vigorously 
defend its position.  Coachman has accrued approximately $34,000 
related to this claim.
 
 Coachman has liabilities recorded related to the discontinued 
retail sales segment.  These liabilities include accounts 
payable, accrued liabilities, notes payable, and long-term debt. 
 Some of these liabilities are in various stages of dispute 
and/or litigation, as well as default.  Coachman intends to 
settle these obligations in future periods for amounts less than 
the face amounts.
 
 The Company is involved in certain other claims and legal 
actions arising in the ordinary course of business.  In the 
opinion of management, the ultimate disposition of these matters 
will not have a material adverse effect on the Company's 
financial position, results of operations or liquidity.
 
 Coachman's wholly-owned subsidiary,  Coachman Inns of America, 
Inc., serves as a general partner in a partnership owning one 
lodging property which another Coachman's subsidiary manages.  
As a general partner, Coachman's subsidiary may be exposed to 
liability with respect to claims asserted against the 
partnership.
 
(11) Minority Interest in Subsidiary
 
 During 1997 and 1996, Olympic issued 2,000 and 68,400 shares, 
respectively, of 10% cumulative convertible preferred stock for 
 $1,760,000 through a private placement.  These shares were 
offered at $25 per share and pay quarterly dividends at a fixed 
annual rate of $2.50 per share beginning December 31, 1996 which 
are cumulative from the date of issue ($132,000 and $88,000 were 
accrued at June 30, 1998 and 1997, respectively).  The preferred 
shares have a liquidation preference of $25 per share plus 
accrued and unpaid dividends.  The preferred shares are 
convertible at the option of the holder at any time after the 
first nine months into 
share of common stock of Coachman, at a conversion ratio based 
upon 80% of the average price of Coachman, common stock for the 
twenty trading days prior to such conversion for each share of 
preferred stock valued at $25 per share, unless earlier 
redeemed.  The preferred share may be redeemed by Olympic at the 
following rates:
 
 							
                                         Amount per Share
 	After one year                            	$27.50
 	After two years                            	26.25
 	After three years	                          25.50
 	After four years	                           25.00
 	After five years	                           25.00



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

Material Changes in Financial Condition.
June 30, 1998 Compared to December 31, 1997

Since its acquisition of  the outstanding stock of Olympic Mills Corporation 
"OMC" and Lutania Mills Inc. "LM" (together "Olympic Mills") on December 21, 
1995, the Corporation's focus has been concentrated on Olympic Mills, its 
affiliates and subsidiaries.  Consequently, the analysis of the Corporation's 
financial condition and results of operations that follows refers primarily to 
the results of operations of these companies.

During second quarter, the Corporation managed to improve performance in two 
areas that had seriously impairedits operations during the first quarter:  
(1) the conversion to a new management information system was substantially 
advanced resulting in improved  financial control and reporting; and (2) a 
capital infusion of $4,000,000 dollars was obtained which relieved part of 
the working capital shortage.  The capital infusion consisted of: (1) a 
capital loan of $1,500,000 from the Economic Development Bank (EDB) of which 
$500,0000 had been advanced in the first quarter; and (2) a  $3,000,000 
investment  from two stockholders (Mr. Luis Rivera Siaca, $2,000,000; and 
the Hispamer Trust, $1,000,000 on a note with force convertibility to common 
stocks at  $0.13 per share. 

As part of the transaction with  EDB, the Corporation, at their request, 
converted $6,000,000 of Class AA Preferred stock held by Hispamer Trust into 
capital notes substantially similar to those issued to the EDB, including 
dividends accrued  on these  preferred stock up to the date of closing for 
$679,289.   In addition, the Hispamer Trust waived, as of the date of the 
conversion, the monthly redemption premium of 1 percent of the outstanding 
value of the preferred stock,  and 50 percent of the redemption premium 
accrued up to that date.  The waiver of 50 percent of the redemption premium 
accrued as of May 14, 1998  represented a reduction in accrued obligations 
of $554,490 which should be repaid to Hispamer through annual gifts of $50,000 
to be made, once the Corporation becomes profitable, in each year in which 
its annual net profits exceed $1,000,000 .  The waiver of the one per cent 
monthly redemption premium represents a monthly savings of $10 per out
standing share of AA Preferred stock, for every month in which that stock 
remains outstanding.

The  capital infusion mentioned above satisfied Congress Credit's requirement 
of additional equity capital, which had been set  by Congress Credit as a c
ondition to make permanent the temporary refinancing of the equipment granted
in the previous quarter. 

In addition to obtaining the capital infusion,  during the quarter  the 
companies pursued, among others, the courses of action, intended to improve 
the results of operations.

(1) Lutania Mills was downsized and reorganized with a reduction in operating 
costs projected initially as $1,200,000.  Additional reductions in size, 
personnel and operating costs are now in process.  Present plans call for a 
gradual transfer of a substantial part of the textile operations to OMC-Tifton,
a recently acquired Olympic Mills subsidiary located in Tifton, Georgia, 
where most  production costs are lower than in Puerto Rico and productivity 
is higher.  

(2) The downsizing and reorganization of LM will make it possible to enter into
a contract with a multinational corporation, which is interested in leasing 
part of the Lutania's premises and its  bleaching and dyeing facilities.  
Lutania has a state of the art, water pretreatment plant-facility for which 
government permits are not  easy to obtain-, making the plant attractive for 
potential lessees.  It is our expectation that the combination of downsized 
operations with the aforementioned leasing agreement, should serve as a stop-
gap measure to overcome the losses which LM has experienced since 1996, and 
which were one of  the main contributors to the company's negative operating 
results in 1997.

(3)	A contract was signed with the government of Puerto Rico's Economic 
Development Administration (Fomento) to reopen Ceiba Sportswear.  This action 
fits into the company's strategic plan for two principal reasons:

(a) It will make it possible to move LM's sewing and cutting operations to 
    Ceiba.  This action is consistent with the plans to downsize LM and will 
    result in cost savings due to Ceiba's lower operating costs.

(b) It will make it possible to move to Ceiba the sewing of T-shirts now taking 
    place in Guaynabo.  This is consistent with the company's plans to vacate 
    its present Guaynabo facility in order to comply with environmental 
    requirements and, at the same time, substantially reduce  monthly rental 
    costs.  It has been estimated  that this move will result in savings ranging
    between $600,000 and $1,000,000 despite the fact that it will be necessary 
    to rent warehousing and office space in the San Juan Metropolitan Area.  
    Additional space will be required  to maintain  the manufacturing of briefs
    in the Guaynabo area, in order to be able to retain personnel experienced 
    in the manufacturing of that staple product, so as to maintain the existing 
    market share through a continuous flow of the product to the market.
 
(4) Management was strengthened through the retention of experienced production 
management personnel. 

The capital infusion and the implementation of the above  courses of action,   
contributed towards improving  the results of operations for the second quarter,
as shown  below. The Company's working capital woes, however, have not been 
fully solved.  Negotiations are taking place at present with the Commonwealth 
of Puerto Rico's Government Development Bank (GDB) to obtain a long term loan 
which, if granted, would improve the Corporation's working capital problems, 
and provide means to finance future growth in production and sales.

During the period, current assets increased by $7,885,140, caused by:  (1) an 
increase  in trade receivables (net of an allowance of $303,865 for doubtful 
accounts) of $7,566,216;  (2) an increase in inventories of $694,748;  (3) 
an increase of $315,161 in prepaid expenses and other current assets;  and (4) 
a decrease of $51,038 in cash,  $476,629 in government incentives,  $147,761 in 
notes receivable from related parties  and $10,712 in notes receivable from 
affiliates.

Current liabilities increased by $5,061,790 due primarily to increases in 
current maturities of long term debt of $7,047,934, accrued liabilities of 
$795,631, accounts payable to related parties of $23,890,  tax liabilities of 
$29,395, current obligations under capital lease of $66,340, and decreases of 
$2,901,400 in accounts payable.  The current ratio was 0.98:1  higher than 
the 1997 year-end ratio of 0.85.

During the period, total assets increased by $12,730,037 and total liabilities 
increased by $11,080,426.  At the end of the period assets were 1.15 times 
liabilities.

On  May 14, 1998,  6,360 Class AA preferred shares of Coachman stocks with a 
redemption value of $1,000 per share plus cumulative dividends and a 
redemption premium were exchanged for a subordinated capital note of 
$6,679,290 and the issuance of 2,772,45 shares of common stock of Coachman.  The
exchange was recommended by the Economic Development Bank, incidental to an 
investment in subordinated capital notes granted by the institution to the 
corporation.  The Bank, the corporation and the senior lender Congress Credit 
intended the subordinated capital notes to qualify for financial statement 
presentation as a component of capital.  Since this interpretation was not 
accepted by the independent auditors, the Corporation is seeking alternatives 
with the creditor to a amend the language of the subordinated capital notes 
documents in order to convert such financial instrument into one that qualifies 
as a component of capital. 

Results of Operations

For three and six month periods ended June 30, 1998 compared to the same periods
of 1997.

For the three months ended June 30, 1998, the Corporation had a net income of
 $286,906 ($0.01 per share), compared to a net loss of $1,851,503 ($0.08 per 
share) for the same period of 1997.  For the six months period ended June 30,
1998, the Corporation had a net loss of $471,149 ($0.02 per share) compared to 
a net loss of $1,985,642 ($0.09 per share)or the same period of 1997.  

Revenues increased by $405,506 for the three months and decreased by $461,382 
for the six months.  The decrease in revenues was due primarily to lower than 
anticipated production and sales during the first quarter attributable to the
capital shortage, discussed earlier, experienced during that quarter on account
of the 1997 year-end losses.

During the six months period ended in June 30, 1998, the Corporation experienced
 a reduction of $424,936 in its selling, general and administrative expenses, 
compared to the same period in 1997.  This is equivalent to a reduction of 
1.8 percent in the ratio of selling, general and administrative expenses to 
trade net sales for the  six months period ended in June 30, 1998 vis a vis 
the same ratio for the equivalent period in 1997.

For the three months period ended June 30, 1998, selling, general, and 
administrative expenses were reduced by $279,977 when compared to the same 
1997 three months period.  This is equivalent to a reduction of 3.13 percent 
in the ratio of selling, general and administrative expenses to trade net 
sales for the two quarterly periods being compared. 

A  downward trend similar to the one reported above in the ratio of selling, 
general and administrative expenses  to trade net sales was observed in the 
ratio of cost of goods sold to trade net sales during the periods under 
comparison.

For the six months period ended June 30, 1998, the Corporation experienced a 
reduction of $2,563,508 in its cost of goods sold, compared to the same 
period in 1997.  This is equivalent to a reduction of 11.24 per cent in the 
ratio of cost of goods sold to trade net sales for the two periods.

For the three months period ended June 30, 1998, cost of goods sold were 
$2,109,995 less than the corresponding figure for the three months period 
ended June 30, 1997, even though sales for the second 1998 quarter exceeded 
by $404,707 sales for the corresponding 1997 quarter.  Consequently, there was 
a reduction of 23.79 percent in the ratio of cost of goods sold to trade net 
sales in the quarter ended June 30, 1998 vis a vis the same 1997 quarter.

Management Changes

In June 1998, Mr. Luis Riviera Siaca invested $2,000,000 in the Corporation's 
common stock at a price of $0.13 per share.  In addition, the Hispamer Trust 
invested $1,000,000 on a six months note convertible to common stock at the 
same stated price on December 1998.  That investment was urgently needed in 
order to satisfy an equity capital requirement imposed by Congress Credit at an
 earlier date as a condition to refinance the Corporations equipment and 
thus alleviate temporarily the Corporation's liquidity situation.  If the 
equity capital had not been raised, Congress Credit would have called the loan 
and the Corporation would have faced a very difficult liquidity situation.

The Hispamer Trust gave Mr. Rivera Siaca an option to buy the $1,000,000 
convertible note on December  1998.  If Mr. Rivera Siaca does not exercise his 
option, the note will be converted to stock by the Hispamer Trust.

At the time of the aforestated investments, the following changes were made:

(1) Mr. Luis Rivera Siaca was appointed Chairman and CEO of both Coachman
    and the Olympic group of companies, including Lutania.
(2) Mr. Dennis Bradford was appointed Chief Financial Officer of Coachman
(3) Dr. Alejandro Asmar become President and Chief Operating Officer the Olympic
    group of companies and Lutania .
(4) Dr. Juan Aponte was appointed Managing Director.  Dr. Aponte had been 
    appointed as Director by the Hispamer Trust, under the terms of an 
    agreement between Coachman and Hispamer.

It was also agreed that Mr. Rivera Siaca would appoint a member of the Board 
and that an additional directors would be appointed by consensus between 
Mr. Rivera Siaca and Francisco Carvajal, in his capacity as Chairman of the 
Hispamer Trust.   
    
Subsequent Events

On September 21, 1998 Puerto Rico was devastated by hurricane Georges.  The 
hurricane caused serious physical damages to the Olympic plants, to include 
equipment and inventories particularly to the Guaynabo facility.  In addition, 
the Corporation suffered consequential damages because of the interruption in 
the operations resulting from the said physical damages.

The losses, management believe, that are adequately covered by insurance, 
except for applicable deductibles.  The insurer has been processing the 
claims and a settlement is expected before the end of the year.

The ultimate outcome of this situation for the quarter is still uncertain, 
since it has affected the Corporation's capacity to deliver goods on a timely 
basis and, furthermore, has impacted the Corporation in a period preceding 
the Christmas season which, historically, has been the Corporation's best 
quarter.

As a result of this situation brought about by the hurricane, the 
corporation has accelerated its plans to vacate the Guaynabo premises to 
downsize its Lutania operations and to sublease part of its premises, and to 
better adapt its productions facilities to a new operational structure and an 
updated market strategy.

In addition during the first week of October the GDB issued a commitment for 
$3,000,000 in a permanent working capital loan to the company.  Management 
expect to close the loan late 1998 or early 1999.

Management anticipates that the long term ultimate outcome of this situation 
will be the attainment of a streamlined, more efficient operation, at an 
earlier date than originally with the consequential benefits to the Corporation.

Management's Expectations for the Future

It is management's opinion that the changes implemented will allow the company 
to turnaround it financial results and return to profitability.

Although Management is committed to do it's best efforts to achieve the above, 
it acknowledges that the Corporation's operations are subject to market 
uncertainties and that there are no assurances that the expected results 
will be attained.




PART II - OTHER INFORMATION


Item 1.	Legal Proceedings

Other than stated below, the Corporation is not a party to any current, pending
 or threatened material legal proceedings.  The Corporation's subsidiary 
Caribbean Outfitters, Inc. is a party to a number of suits related to the 
closing of all Retail Operations.  In the opinion of management none of these 
will effect the corporation.


Item 5.	Other Information

Due to changes in the Corporation's business and management, the Board of 
Directors decided to move the Corporation's principal Executive Offices to 
Puerto Rico.  Effective July 1, 1998, the Corporation's principal Executive 
Office address is:

		Bucannan Office Center, Suite 212
		Guaynabo, Puerto Rico   00968

Mailing address is:

		P.O. Box 1669
		Guaynabo, Puerto Rico 00970

Telephone number is:

		(787)-755-1009















                                SIGNATURES

                                FORM 10-Q


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. 


                     					COACHMAN INCORPORATED
                         					(Registrant)



March 11, 1999			      By:   /s/ Dennis D. Bradford
					                  Dennis D. Bradford
					                  Chief Financial Officer