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

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

          For the quarterly period ended March 31, 2001

                               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 small business issuer as specified in its charter)

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

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

                                 817/831-3911
                                 ------------
                         (Issuer's telephone number)

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

 Check whether  the issuer  (1) filed  all reports  required to  be filed  by
 Section 13 or 15(d) of the  Exchange Act during the  past 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:

 State the number of shares outstanding of each of the issuer's classes of
 common equity, as of the latest practicable date:

        Title of Each Class               Outstanding at May 8, 2001
 -------------------------------          --------------------------
 Series A Stock, $0.10 Par Value                    7,466,474
 Series B Stock, $0.10 Par Value                    2,035,659

 Transitional Small Business Disclosure Format (check one):

                          Yes _____      No     XX

<PAGE>


                            TABLE OF CONTENTS


 Part I.   FINANCIAL INFORMATION                                  PAGE NUMBER

   Item 1. Financial Statements

            Consolidated Condensed Balance Sheet                       3
            March 31, 2001 (unaudited)

            Consolidated Condensed Statements of Operations            4
            Three months ended March 31, 2001 and 2000
            (unaudited)

            Consolidated Condensed Statement of                        5
            Stockholders' Equity December 31, 2000 and
            Three months ended March 31, 2001  (unaudited)

            Consolidated Condensed Statements of Cash Flows            6
            Three months ended March 31, 2001 and 2000
            (unaudited)

            Notes to Consolidated Condensed Financial                  7
            Statements (unaudited)


   Item 2. Management's Discussion and Analysis or                     9
           Plan of Operation


 Part II.  OTHER INFORMATION

   Item 1. Legal Proceedings                                           12
   Item 3. Defaults Upon Senior Securities                             12
   Item 6. Exhibits and Reports on Form 8-K                            12


   CAUTIONARY  STATEMENT -  This Form  10-QSB  may contain  statements  which
   constitute "forward-looking"  information as that term  is defined in  the
   Private Securities Litigation Reform Act of 1995 or by the Securities  and
   Exchange  Commission  ("SEC")  in its  rules,  regulations  and  releases.
   Stevens International,  Inc. (The "Company")  cautions investors that  any
   such forward-looking statements made by the Company are not guarantees  of
   future  performance and  that actual  results may  differ  materially from
   those in the forward-looking statements.   Some of the factors that  could
   cause actual results to differ materially from estimates contained in  the
   Company's forward-looking  statements are set forth  in the  Form 10-K for
   the year ended December 31, 2000.


<PAGE>

                 STEVENS INTERNATIONAL, INC. AND SUBSIDIARIES
                    CONSOLIDATED CONDENSED BALANCE SHEET
                  (Amounts in thousands, except share data)

                                                            March 31, 2001
                                                            --------------
                                                             (Unaudited)

                          ASSETS
  Current assets:
   Cash                                                         $     5
   Trade accounts receivable, less allowance for
     losses of $104                                                 335
   Inventories  (Note 3)                                          4,390
   Other current assets                                             464
                                                                 ------
                Total current assets                              5,194

  Property, plant and equipment, net                              1,438
  Other assets, net                                                 465
                                                                 ------
                                                                $ 7,097
                                                                 ======
           LIABILITIES AND STOCKHOLDERS' EQUITY

  Current liabilities:
   Trade accounts payable                                      $  1,682
   Other current liabilities                                      2,311
   Income taxes payable                                             110
   Customer deposits                                                811
   Current portion of long-term debt  (Note 4)                    2,930
                                                                 ------
                Total current liabilities                         7,844

  10% convertible subordinated notes payable                      1,102
  Note payable - stockholder                                      6,903
  Accrued pension costs                                             632
  Commitments and contingencies (Note 5)                              -
  Stockholders' equity:
    Preferred stock, $0.10 par value, 2,000,000 shares
      authorized, none issued and outstanding                         -
    Series A common stock, $0.10 par value, 20,000,000
      shares authorized, 7,467,000 shares issued and
      outstanding at March 31, 2001                                 746
   Series B common stock, $0.10 par value, 6,000,000
      shares authorized, 2,036,000 shares issued and
      outstanding at March 31, 2001                                 204
   Additional paid-in-capital                                    40,961
   Retained deficit                                             (51,295)
                                                                 ------
                Total stockholders' deficit                      (9,384)
                                                                 ------
                                                                $ 7,097
                                                                 ======

      See notes to consolidated condensed financial statements.

<PAGE>

                 STEVENS INTERNATIONAL, INC. AND SUBSIDIARIES
               CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                                 (Unaudited)
               (Amounts in thousands, except per share data)


                                                   Three Months Ended March 31,
                                                   ----------------------------
                                                         2001         2000
                                                        ------       ------
 Net sales                                             $   751      $   821
 Cost of sales                                            (668)        (854)
                                                        ------       ------
 Gross profit                                               83         (33)
 Selling, general and administrative expenses             (464)        (853)
                                                        ------       ------
 Operating income (loss)                                  (381)        (886)
 Other income (expense):
   Interest expense (Note 4)                              (228)      (1,201)
   Other, net                                              (51)         (54)
                                                        ------       ------
                                                          (279)      (1,255)
                                                        ------       ------
 Income (loss) before income taxes                        (660)      (2,141)
 Income tax (expense)  (Note 7)                              -            -
                                                        ------       ------
 Net income (loss)                                     $  (660)     $(2,141)
                                                        ======       ======
 Net income (loss) per common
   share - basic and diluted                           $ (0.07)     $ (0.22)
                                                        ======       ======

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


      See notes to consolidated condensed financial statements.


<PAGE>
<TABLE>
                 STEVENS INTERNATIONAL, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                                 (Unaudited)
                            (Amounts in thousands)


                                                               Additional
                             Series A Stock    Series B Stock   Paid-In
                             Shares  Amount    Shares  Amount   Capital   (Deficit)    Total
                             ------  ------    ------  ------   -------   --------    -------
 <S>                         <C>     <C>       <C>     <C>      <C>       <C>         <C>
 Balance, January 1, 2001     7,466    $746     2,037    $204   $40,961   $(50,635)   $(8,724)
   Net (loss)                                       -       -         -          -          -       (660)        (660)
   Conversion of Series B
   stock to Series A stock        1       -        (1)      -         -          -          -
                             ------  ------    ------  ------   -------   --------    -------
 Balance, March 31, 2001      7,467    $746     2,036    $204   $40,961   $(51,295)   $(9,384)
                             ======  ======    ======  ======   =======   ========    =======

      See notes to consolidated condensed financial statements.

</TABLE>
<PAGE>

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


                                                           Three Months Ended
                                                                March 31,
                                                           -------------------
                                                             2001        2000
                                                           -------     -------
 Cash flows from operations:
   Net (loss)                                             $   (660)   $ (2,141)

   Adjustments to reconcile net income (loss) to net
     cash provided by (used in) operating activities:
       Depreciation and amortization                            56         154
       Interest imputed on 10% convertible notes                 -       1,000
       Changes in operating assets and liabilities:
         Trade accounts receivable                              58         454
         Inventory                                            (243)        203
         Other assets                                         (101)         (5)
         Trade accounts payable                                292        (449)
         Other liabilities                                     335         167
                                                           -------     -------
 Total cash (used in) operating activities                    (263)       (617)
                                                           -------     -------
 Cash flows from investing activities:
   Additions to property, plant and equipment                   (7)        (34)
     Decreases to property, plant and equipment                  -         370
                                                           -------     -------
 Total cash provided by (used in) investing activities          (7)        336

 Cash flows from financing activities:
   Net proceeds from (repayments of) long-term debt             11         277
                                                           -------     -------

 Decrease in cash and temporary investments                   (259)         (4)
 Cash and temporary investments at beginning of period         264           6
                                                           -------     -------
 Cash and temporary investments at end of period          $      5    $      2
                                                           =======     =======

 Supplemental disclosure of cash flow information:
     Cash paid during the period for:
     Interest                                             $     64    $     62
     Income taxes                                         $      -           -



      See notes to consolidated condensed financial statements.

<PAGE>

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


 1.   The consolidated  condensed balance  sheet as  of March  31, 2001,  the
      consolidated condensed statement of stockholders' equity for the period
      ended March  31, 2001,  and the  consolidated condensed  statements  of
      operations and cash flows for the three months ended March 31, 2001 and
      2000 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, 2001 and the results of operations for the three months ended
      March 31, 2001 and 2000 and the  cash flows for the three months  ended
      March 31, 2001 and 2000 have been made.

      The above financial  statements have been  prepared in accordance  with
      the instructions  to  Form 10-QSB  and  therefore do  not  include  all
      information included in the 2000 Form 10-K.  The results of  operations
      for the three months ended March 31, 2001 and 2000 are not  necessarily
      indicative of the results to be expected for the full year.


 2.   The  Company  designs,  manufactures,  markets  and  services   web-fed
      packaging and printing systems and related equipment for its  customers
      in the packaging industry and in the specialty/commercial and  banknote
      and securities segments  of the printing  industry.   The Company  also
      markets and manufactures high-speed image processing systems  primarily
      for use in the banknote and securities printing industry.  The  Company
      produces 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:
                                                       March 31, 2001
                                                   (Amounts in thousands)
                                                    --------------------
        Finished product .............                    $     396
        Work in progress .............                          237
        Raw materials ................                        3,757
                                                           --------
                                                          $   4,390
                                                           ========


 4.   For a description of  the status of the  bank credit facility at  March
      31, 2001, see  "Liquidity  and  Capital Resources".  Substantially  all
      assets of  the Company  continue to  be pledged  as collateral  on  the
      Company's credit facilities.

      On March  31, 2000,  the Company  completed the  funding of  a  private
      placement of  $1  million  of 10%  convertible subordinated  notes (the
      Notes").  Net proceeds of the notes were used for working capital.  The
      notes were issued  in increments  of $50,000.   In  September  2000 and
      March 2001, the  Notes were increased  $102,500 in lieu  of paying  the
      interest  for  the  first  twelve  months  in  cash.   The   Notes  are
      convertible into 2,200,000 shares of Series A Common Stock ("SVEIA") of
      the Company at $0.50 per share, subject to adjustment.  The  conversion
      of the  Notes  is  at the  holder's  option  anytime on  or  after  the
      fifteenth day following the original issue date of the Notes and  prior
      to the close of business on their  maturity date.  Issue costs for  the
      Notes aggregated approximately $151,000.

      The Company has committed to register the shares that would be issuable
      upon conversion of the Notes.  Dilution to existing shareholders  would
      occur as a result of the conversion of the Notes to 2.2  million shares
      of Series A  common stock.   Should all the  notes be converted,  these
      shareholders would own  approximately 19% of  the outstanding stock  of
      the Company.  The first quarter  of 2000 included a charge for  imputed
      interest expense of $1 million with a corresponding $1 million increase
      in "Additional Paid in Capital" for  the excess of the market value  of
      the common stock over the conversion price.


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

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


 6.   A description of the Company's divestitures in 2001 and 2000 follow:

      Sale of SSMI

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


 7.   The Company's effective  tax rate  was 0%  in 2001  and 2000.   Due  to
      accumulated losses,  there were  no recoverable  income taxes  for  the
      three months ended March 31, 2001.


 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. Stock
      options for 560,000  shares of common  stock were not  included in  the
      computation of diluted EPS because their  effect would have been  anti-
      dilutive.


 9.   All revenues in the three months ended March 31, 2001 and 2000 were  in
      the Company's  banknote inspection,  printing and  packaging  equipment
      business segment.


 ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS


 RECENT DEVELOPMENTS

    Stevens  International, Inc. is continuing  to experience month to  month
 losses and cash flow difficulties.  We are exploring various alternatives to
 solve these problems, including raising of  additional capital, spin off  or
 sale of assets,  recapitalization,  mergers, and aggressive  pursuit of  all
 available currency  and  printing equipment  prospects.   There  can  be  no
 assurance that any of these initiatives will be successful.

    In  September,  2000,   we  entered  into  discussions  for  a   possible
 combination with Graphic Systems Services,  Inc., a privately held  printing
 equipment  manufacturer  located in  Springboro, Ohio.  On  April  16,  2001
 Graphics Systems Services  notified us  that merger  negotiations have  been
 terminated due to their inability to finance the transaction.


 Liquidity and Capital Resources

    Our operations require  capital primarily to fund ongoing operations,  to
 service existing debt and to pursue  our strategic objectives including  new
 product development and penetration of  international markets.  Our  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 new  equipment  orders.   Net  cash  provided by  (used  in)  operating
 activities was $(0.26)  million in  2001.  Net  cash provided  by (used  in)
 operating  activities  (before  working  capital  requirements)  was  $(0.6)
 million in 2001.  Working capital provided cash of $0.34 million in 2001.

    On March 31, 2000, we completed a private placement of $1 million of  10%
 convertible  subordinated  notes  ("the Notes")  due  March 31,  2003.   Net
 proceeds of the Notes were used for working capital.  The Notes were  issued
 in increments of $50,000.  In September 2000 and March, 2001, we elected  to
 increase the Note in lieu of paying the interest for the first twelve months
 in cash.  The $1,102,500  Notes  are  convertible into  2,200,000 shares  of
 Series A Common Stock ("SVEIA") of  the Company at $0.50 per share,  subject
 to  adjustment.  The  conversion of  the  Notes is  at the  holder's  option
 anytime on or after the fifteenth  day following the original issue date  of
 the Notes and prior to the close of business on their maturity date.   Issue
 costs for the Notes aggregated approximately $151,000.

     Our capital  expenditures were $7,500 in  2001, and were used  primarily
 for computer modernization.

    Our bank credit  facility bears interest at 1.25% over prime and  matures
 June 30, 2001.  Under  the bank facility,  the Company's maximum  borrowings
 are limited to a  borrowing base formula, which  cannot exceed $4.0  million
 and may be in the form  of direct borrowings and letters  of credit.  As  of
 March 31, 2001 there were $2.93 million in direct borrowings and no  standby
 letters of  credit outstanding,  with no  additional availability  for  such
 borrowings.  The Company is not in compliance with some of the covenants  of
 its  senior bank line  of  credit loan  agreement.   The  principal  default
 involved the failure to make the required pension plan payments in 1999  and
 2000, which necessitated the filing of  a distress termination request  (see
 below).  The Company's  senior lender has declined  to grant waivers of  the
 defaults.  Although  the  bank  can  declare the  full  amount of  the  loan
 immediately payable at any time, it has  not done so.  The 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 bank  credit facilities have first liens on certain  assets
 of  the  Company,  principally  inventory,  accounts  receivable,  and   the
 Company's  Texas  real  estate.  Paul  I. Stevens'  loans  aggregating  $6.9
 million at March 31, 2001 have first liens on certain assets of the Company,
 principally the  assets  of  a  foreign  subsidiary,  and  certain  accounts
 receivable for new customer equipment.  Mr. Stevens has second liens on  all
 other assets of the  Company.   The secured loans  from Paul I. Stevens  are
 due June 30, 2002 and bear  interest at rates that vary  up to 2% over  bank
 prime.

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

    The 1999 filing  for distress termination of the plans began a series  of
 negotiations with  the PBGC  regarding funding  of the  pension benefits  of
 employees.  The  PBGC  determined that  the Company  will be  unable to  pay
 benefits when due and that the plans must be terminated in order to  protect
 the interests of the plan participants.  The PBGC became  statutory  trustee
 at November 15, 1999, the effective  date  of the termination  of the plans.
 The PBGC,  on behalf  of  the Company's  pension  plan for  bargaining  unit
 employees, has filed liens  against all property and  rights to property  of
 the Company in  the aggregate amount  of $1.6 million.   The  assets of  the
 pension plans were also taken over  by the PBGC.   The Company and the  PBGC
 are negotiating terms of a financial settlement for installment payments  to
 be made by the Company to the PBGC over  the next 7-8 years.  The  estimated
 present value of the anticipated payments  to the PBGC has been recorded  at
 December 31, 2000 in the amount of $0.63 million.

    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, 2001,  the Company's Chairman and Chief Executive  Officer
 has loaned the Company $6.9 million  for its short-term  cash  requirements.
 As of March 31, 2001, 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.


 RESULTS OF OPERATIONS

 Comparison of Three Months Ended March 31, 2001 and 2000

 Sales   The  Company's sales  for  the three  months  ended March  31,  2001
 decreased by $70 thousand  (or 8.5%) compared to sales in the same period in
 2000 due primarily to decreases in packaging systems products.

 Gross Profit  The  Company's gross profit for  the three months ended  March
 31, 2001 increased by   $116 thousand compared to  gross profit in the  same
 period in 2000 due primarily to  product mix for packaging systems  products
 and reduced depreciation  expenses in 2001.   Gross profit  margin for  2001
 increased to 11%  of sales as  compared to a  gross margin loss  of (4%)  in
 2000.  This increase in gross profit margin in 2001 was due primarily to the
 reduced depreciation expense in 2001.

 Selling,  General  and  Administrative  Expenses    The  Company's  selling,
 general, and administrative expenses decreased  by $389 thousand (or  45.6%)
 for the three months  ended March 31,  2001 compared to  the same period  in
 2000 due  to  continuing  cost reduction  efforts.    Selling,  general  and
 administrative expenses for the three months ended March 31, 2001 were 61.8%
 of sales compared to 103.9% of sales for the same period in 2000 due to cost
 reduction efforts.

 Other Income (Expense)  The Company's  interest  expense  decreased by  $973
 thousand for the  three months  ended March 31,  2001 compared  to the  same
 period in 2000 due to the first quarter of 2000 recording of $1.0 million in
 imputed  interest  recorded   on  the  issuance   of  the  10%   convertible
 subordinated notes  due March  31, 2003  (see  Note 4),  and offset  by  the
 increased borrowing costs..


 TAX MATTERS

 The Company's effective state  and federal income  tax rate ("effective  tax
 rate") was 0% for  2001 and and  2000.  Due  to  continuing losses in  2001,
 there were no recoverable tax benefits for the three months ended March  31,
 2001.

 Backlog and Orders   The Company's backlog of  unfilled orders at March  31,
 2001 was approximately $1.4 million compared to $1.7 million at December 31,
 2000.  The  backlog  of packaging systems at  March 31, 2001 decreased  $0.3
 million as compared to year-end  2000.  The backlog at  March 31 in each  of
 the preceding five years has ranged from a low of $1.4 million in 2000 to  a
 high of $31.7 million in 1996.

 Orders for the three months ended March 31, 2001 were $0.5 million  compared
 to $1.3  million for  the comparable  period  in 2000,  a decrease  of  $0.8
 million while shipments decreased $70 thousand.  The decreased order flow is
 the result of  no major printing  and packaging system  orders in the  first
 quarter.

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


 PART II  OTHER INFORMATION

 Item 1.  Legal Proceedings

 On April 9,  2001, a  Waukesha, Wisconsin  County Circuit  Court, awarded  a
 $1.25 million  order  for  judgment  against  the  Company  and  its  former
 subsidiary, Zerand  Corporation,  related  to  a  dispute  over  an  alleged
 commission due to a European agent on  a 1989 project for the former  Soviet
 Union.  There would be no assets  available to collect on this judgment  due
 to prior  lien holder  claims, including  our senior  bank lender,  Paul  I.
 Stevens, the Pension Benefit Guaranty  Corporation and the Internal  Revenue
 Service.   Although  there  can  be  no  certainty  as  to  the  outcome  of
 negotiations, we are  attempting to  settle this  judgment on  a basis  more
 favorable to the Company.

 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 3.  Defaults Upon Senior Securities

 The  Company continues to experience  a decrease  in sales  and losses  from
 operations  due  to  a declining  market  for  the  Company's  products  and
 competitive pressures.  As  a result, violations  of certain bank  financial
 covenants are continuing,  including failure to  make required pension  plan
 payments in 1999 and 2000, maintaining  of required working capital and  net
 worth covenants, and  the allowing of  certain court-ordered judgments  (see
 Item 1 above).

 The  Company's  senior lender has declined to grant waivers of the defaults.
 Although the  bank can  declare  the full  amount  of the  loan  immediately
 payable at any time, it has not done so.  The senior bank debt is classified
 as a current obligation at March 31, 2001.


 Item 6.  Exhibits and Reports on Form 8-K

        (a)  Exhibits:

             Number Description of Exhibit

     Exhibit
     -------
       3.1   Second Amended and  Restated Certificate of  Incorporation
              of the Company.(1)
       3.2   Bylaws of the Company, as amended.(2)
       4.1   Specimen of Series A Common Stock Certificate.(3)
       4.2   Specimen of Series B Common Stock Certificate.(4)
       4.3   Specimen of  10% Convertible  Subordinated Note due
              March 31, 2003.(5)
      11.1   Computation of Net Income per Common Share.(*)

   ----------------
   *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,  1999 and  incorporated herein by
     reference.


 (b)  Reports on Form 8-K.

       None.


<PAGE>

                                    SIGNATURES

    In accordance with the requirements of the Exchange Act , the  registrant
    has  duly  caused  this  report  to  be  signed  on  its  behalf  by  the
    undersigned, thereunto duly authorized.

                                    STEVENS INTERNATIONAL, INC.




    Date: May 11, 2001              By:  /s/  Paul I. Stevens
                                    -------------------------
                                    Paul I. Stevens
                                    Chief Executive Officer
                                    and Acting Chief Financial Officer