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             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     1-9603   

                         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
                                                           August 7,1998
  Series A Stock, $0.10 Par Value                             7,390,899
  Series B Stock, $0.10 Par Value                             2,097,134

<PAGE>

                              TABLE OF CONTENTS


   Part I.   FINANCIAL INFORMATION                              PAGE NUMBER

     Item 1. Financial Statements

              Consolidated Condensed Balance Sheets                  3
              December 31, 1997 and June 30, 1998
              (unaudited)

              Consolidated Condensed Statements of Operations        4
              Three and Six months ended June 30, 1998 and 1997
               (unaudited)

              Consolidated Condensed Statements of                   5
              Stockholders  Equity December 31, 1997 and
              Six months ended June 30, 1998  (unaudited)

              Consolidated Condensed Statements of Cash Flows        6
              Six months ended June 30, 1998 and 1997
              (unaudited)

              Notes to Consolidated Condensed Financial              7
              Statements (unaudited)

     Item 2.Management s Discussion and Analysis of                 10
            Financial Condition and Results of Operations


  Part II.  OTHER INFORMATION

     Item 1.Legal Proceedings                                       14

     Item 4.Submission of Matters to a Vote of Security             15
            Holders

     Item 6.Exhibits and Reports on Form 8-K                        15

     CAUTIONARY  STATEMENT  -  This Form 10-Q may contain statements which
     constitute  "forward-looking"  information as that term is defined in
     the  Private  Securities  Litigation  Reform  Act  of  1995 or by the
     Securities  and Exchange Commission ("SEC") in its rules, regulations
     and  releases.  Stevens  International, Inc. (the "Company") cautions
     investors  that  any  such  forward-looking  statements  made  by the
     Company  are  not  guarantees  of  future performance and that actual
     results  may  differ  materially  from  those  in the forward-looking
     statements.  Some  of  the factors that could cause actual results to
     differ  materially from estimates contained in the Company's forward-
     looking  statements are set forth in the Form 10-K for the year ended
     December 31, 1997.


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

                                        June 30, 1998  December 31, 1997
                   ASSETS                 (unaudited)
   <S>                                        <C>          <C>
   Current assets:
     Cash                                     $ 2,895      $   211 
     Trade accounts receivable, less
      allowance for losses of $298 and
      $374 in 1998 and 1997, respectively       2,038        3,158
     Costs and estimated earnings in excess
      of billings on long-term contracts        2,726        2,209
     Inventory  (Note 3)                        5,469        6,610 
     Other current assets                       1,484          759 
     Assets held for sale  (Note 6)             6,250       14,735 
            Total current assets               20,862       27,682 
   Property, plant and equipment, net           2,534        2,409 
   Other assets, net                            1,659        1,799 
                                              $25,055      $31,890 
    LIABILITIES AND STOCKHOLDERS  EQUITY
   Current liabilities:
     Trade accounts payable                   $ 2,627      $ 2,691 
     Billings in excess of costs and
      estimated earnings on             
      long-term contracts                         ---          133 
     Other current liabilities                  4,951        6,322 
     Income taxes payable                          75         ---  
     Customer deposits                            699          802 
     Advances from affiliates                     950          950 
     Current portion of long-term debt(Note 4)  6,137       27,678
            Total current liabilities          15,439       38,576 
   Long-term debt                               4,382           55 
   Accrued pension costs                        2,870        2,870 
   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,
      7,340,000 shares issued and
      outstanding at June 30, 1998 and
      December 31, 1997, respectively             739          739
     Series B common stock, $0.10 par
      value, 6,000,000 shares authorized,
      2,098,000 shares issued and
      outstanding at June 30, 1998 and
      December 31, 1997, respectively             210          210
     Additional paid-in-capital                41,091       39,941 
     Foreign currency translation adjustment   (1,084)        (769)
     Excess pension liability adjustment       (2,245)      (2,245)
     Retained (deficit)                       (36,347)     (47,487)
       Total stockholders equity (deficit)      2,364       (9,611)
                                              $25,055      $31,890 
      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   Six months ended
                                        June 30,          June 30,
                                     1998     1997     1998      1997 
   <S>                              <C>     <C>      <C>       <C>
   Net sales                        $ 5,343 $ 7,311  $15,040   $16,091 
   Cost of sales                      5,163   7,883   12,075    15,712 
   Gross profit (loss)                  180    (572)   2,965       379 

   Selling, general and               1,993   1,846    4,221     4,753 
   administrative expenses
      Operating income (loss)        (1,813) (2,418)  (1,256)   (4,374)

   Other income (expense):
   Interest income                      ---       3      ---        15 
   Interest expense                    (376)   (805)  (1,201)   (1,869)
   Other, net                          (103)   (185)    (251)     (176)
   Gain on sale of assets (Note 6)    2,702     ---    2,702       ---
                                      2,223    (987)   1,250    (2,030)
   Income (loss) before income
   taxes and extraordinary item         410  (3,405)      (6)   (6,404)
   Income tax (expense) benefit         (75)    ---      (75)      --- 
   Income (loss) before                 
   extraordinary item                   335  (3,405)     (81)   (6,404)
   Extraordinary item (Note 4):
     Gain on early extinguishment
      of debt, net of tax effect     11,221     ---   11,221       --- 
       Net income (loss)            $11,556 $(3,405) $11,140   $(6,404)

   Earnings (loss) per share -
    basic (Note 8):
      Income (loss) before            
      extraordinary item              $0.04  $(0.36)  $(0.01)   $(0.68)
      Gain on early extinguishment     
      of debt                          1.18     ---     1.18       --- 
      Net income (loss) - basic       $1.22  $(0.36)   $1.17    $(0.68)
   Earnings (loss) per share -
   diluted (Note 8):
      Income (loss) before           
      extraordinary item              $0.03  $(0.36)  $(0.01)   $(0.68)
      Gain on early extinguishment     
      of debt                          1.10      ---    1.10       --- 
      Net income (loss) - diluted     $1.13  $(0.36)   $1.09    $(0.68)
   Weighted average number of
   shares of common stock
   outstanding during the periods -   
   basic (Note 8)                     9,488   9,451    9,488     9,451 
   Weighted average number of shares
   of common and common stock
   equivalents outstanding during  
   the periods - diluted (Note 8)    10,190   9,451  10,190      9,451 

        See notes to consolidated condensed financial statements.
</TABLE>
<PAGE>
<TABLE>
                STEVENS INTERNATIONAL, INC. AND SUBSIDIARIES
          CONSOLIDATED CONDENSED STATEMENTS OF STOCKHOLDERS  EQUITY
                   FOR THE SIX MONTHS ENDED JUNE 30, 1998
                                 (UNAUDITED)
                           (Amounts in thousands)
                                                                  
                                                Shares     Amount
                                                ------    -------
   <S>                                          <C>       <C>
   Series A Stock
     Balance, December 31, 1997                 7,391     $   739 
     Conversion of Series B stock
      to Series A stock                           ---         --- 
                                                -----     -------
     Balance, June 30, 1998                     7,391     $   739 
                                                =====     =======
   Series B Stock
     Balance, December 31, 1997                 2,098     $   210 
     Conversion of Series B stock
      to Series A stock                           ---         --- 
                                                -----     -------
     Balance, June 30, 1998                     2,098     $   210 
                                                =====     =======

   Additional Paid-In Capital
     Balance, December 31, 1997                           $39,941 
     Warrants awarded to related
      party (Note 4)                                        1,150
                                                          -------
     Balance, June 30, 1998                               $41,091 
                                                          =======
   Foreign Currency Adjustment
     Balance, December 31, 1997                            $ (769)
     Translation adjustments                                 (315)
                                                          -------
     Balance, June 30, 1998                               $(1,084)
                                                          =======
   Pension Liability Adjustment
     Balance, December 31, 1997                           $(2,245)
     Balance, June 30, 1998                               $(2,245)
                                                          =======
   Retained Earnings (Deficit)
     Balance, December 31, 1997                          $(47,487)
     Net income for six months
      ended June 30, 1998                                  11,140
                                                          -------
     Balance, June 30, 1998                              $(36,347)
                                                          =======

   Stockholders  Equity at June 30, 1998                   $2,364 
                                                          =======

      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)

                                                Six Months Ended June 30,            
                                                       1998       1997     
   <S>                                              <C>        <C>              
   Cash provided by operations:
     Net income (loss)                              $11,140    $(6,404)

     Adjustments to reconcile net income to
      net cash provided by (used in)
      operating activities:
       Depreciation and amortization                    557      1,588 
       Other                                           (314)      (157)
     Changes in operating assets and liabilities:
         Trade accounts receivable                    1,120      4,752 
         Contract costs in excess of    
         billings                                      (651)       375 
         Inventory                                    1,142        (28)
         Refundable Income Taxes                        ---      2,396 
         Other assets                                  (780)     1,746 
         Trade accounts payable                         (64)    (5,332)
         Other liabilities                           (1,399)    (2,760)
   Total cash provided by (used in )         
   operating activities                              10,751     (3,824)

   Cash provided by (used in) investing activities:
     Additions to property, plant and equipment        (203)       (27)
     Disposal of Zerand Division (1998) and
     Bernal Division (1997)                           8,200     14,298 
   Total cash provided by (used in)      
   investing activities                               7,997     14,271 

   Cash provided by (used in) financing
   activities:
     Net proceeds from (repayments of) long-  
     term debt                                        4,327    (12,242)
     (Decrease) in current portion of long-             
     term debt                                      (20,391)       --- 
   Total cash provided by (used in)          
   financing activities                             (16,064)   (12,242)

   Increase (decrease) in cash and temporary   
   investments                                        2,684     (1,795)
   Cash and temporary investments at           
   beginning of period                                  211      3,338 
   Cash and temporary investments at end of    
   period                                            $2,895     $1,543 

Supplemental disclosure of cash flow information:
   Cash paid (received) during the period for:
       Interest                                     $   466    $   532 
       Income taxes                                     -0-     (2,311)

       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 June 30, 1998, the
       consolidated  condensed  statement  of stockholders  equity for the
       period  ended  June 30, 1998, the consolidated condensed statements
       of  operations for the three and six months ended June 30, 1998 and
       1997,  and  the consolidated condensed statements of cash flows for
       the  six 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 June 30, 1998 and the
       results  of  operations for the three and six months ended June 30,
       1998  and 1997 and the cash flows for the six months ended June 30,
       1998  and  1997 have been made.  The December 31, 1997 consolidated
       condensed  balance  sheet  is derived from the audited consolidated
       balance  sheet  as of that date.  Complete financial statements for
       December  31,  1997  and  related notes thereto are included in the
       Company's  Annual  Report  on Form 10-K for the year ended December
       31, 1997 (the "1997 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  1997  Form  10-K.    The results of
       operations  for  the  three  and six months ended June 30, 1998 and
       1997  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 security segments of the printing industry.  The
       Company  also  markets and manufactures high-speed 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:
                                                   June 30,   December 31, 
                                                       1998    1997       
                                                   (Amounts in thousands)
                 Finished product                $   881       $1,413 
                 Work in progress                  2,567        2,723 
                 Raw materials                     2,021        2,474 
                                                  $5,469       $6,610 
<PAGE>

  4.   On June 30, 1998 the Company refinanced a major portion of its debt
       structure  as  part  of  its  plan  to   dramatically   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 has paid off both its Senior bank lender and its Senior
       Subordinated  notes,  aggregating approximately $19.5 million.  The
       repayment of the Company's Senior Subordinated notes resulted in an
       extraordinary gain on early extinguishment of debt of approximately
       $11.2  million,  or  $1.10  per  share.    The  secured bank credit
       facilities  have  first  liens  on  certain  assets of the Company,
       principally inventory, accounts receivable, and the Company's Texas
       real  estate  and machining center in Ohio.  Paul I. Stevens' loans
       have  first  liens  on  certain  assets of the Company, principally
       certain  Ohio  assets  that  are  being held for sale, a $1 million
       escrow  hold  back  on  the sale of Zerand, the assets of a foreign
       subsidiary, and certain accounts receivable for new equipment being
       installed at a customer location. 

       On June 29, 1998 the Board of Directors of the Company approved the
       issuance  to Paul I. Stevens of warrants to purchase 680,000 shares
       of  Series  A  Common  Stock  of  the Company at $0.50 per share as
       consideration  for  his  loans  to  the  Company  and  his personal
       guarantee  of  $4 million of the new bank borrowings.  The warrants
       enable  Mr.  Stevens  to  buy 680,000 shares of stock  with certain
       restrictions  over  the  next 5 years at the indicated price.   The
       Company  has  obtained a fairness opinion on the value of the loans
       and  guarantees  of  Mr.  Stevens.    The  Board  of  Directors has
       determined  that the value of the warrants issued to Mr. Stevens is
       less  than  the  fair  value  of  his  loans  and  guarantees.  For
       accounting  purposes,  an  amount of $1.15 million was reflected in
       the  June 30, 1998 balance sheet as a debt discount and an increase
       in paid-in capital based upon the Black-Scholes formula for valuing
       warrants and options.

       For a description of the status of the bank credit facility at June
       30, 1998, see "Liquidity and Capital Resources".  Substantially all
       assets  of  the Company continue to be pledged as collateral on the
       Company s credit facilities.

  5.   As  a  result  of  the Company's continuing liquidity problems, the
       Company  has  been the subject of lawsuits, from time to time, with
       respect  to  the  Company's  inability  to pay certain vendors on a
       timely basis.  To date, all of such actions have been settled.  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.
<PAGE>
       In  management's  opinion, the  Company has adequate legal defenses
       and/or insurance coverage in respect to each of these legal actions
       and  does  not  believe  that  they  will  materially   affect  the
       Company's operations, liquidity, or financial position.  See "Legal
       Proceedings" herein and in the 1997 Form 10-K.



  6.   A  description  of  the  Company's  divestitures  in  1998 and 1997
       follow:

       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
       $4.35  million.    This  transaction resulted in the recording of a
       second  quarter  1998  loss on sale of assets of approximately $0.8
       million.    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,  transaction  fees  and  certain  real  and personal property
       taxes.   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
       its  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 "hold back", 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  secured   bank  debt.  In  1997, Zerand
       contributed  sales of approximately $11.6 million and approximately
       $1.8  million  of  income  before  interest,  corporate charges and
       taxes.    The  Company realized an approximate $3.6 million gain on
       the sale of Zerand assets.
<PAGE>
       Sale of Bernal Division in March 1997

       In March 1997, the Company sold substantially all the assets of its
       Bernal  division  including  the  product  technology  and  related
       intangibles to Bernal International, Inc., a new company formed for
       the  asset  purchase.    The  cash  proceeds were approximately $15
       million, and in addition, the purchaser assumed certain liabilities
       of  Bernal,  including  the  accounts  payable.    This transaction
       resulted  in  a  $12  million  permanent reduction of the Company's
       senior  debt.    In 1996, Bernal contributed sales of approximately
       $17.8  million  and   approximately   $0.7  million  income  before
       interest, corporate charges and taxes.

  7.   Due  to  accumulated  losses, there are no recoverable income taxes
       for  the  six months ended June 30, 1998 and 1997.  The tax expense
       of  $75,000 for the three and six months ended June 30, 1998 is due
       to  the  alternative  minimum  taxes imposed on the gain on sale of
       assets.

  8.   In  1997,  the Financial Accounting Standards Board ("FASB") issued
       Statement  of  Financial  Accounting  Standards  ("SFAS")  No. 128,
       "Earnings  Per  Share"  ("EPS") which  established  new   standards
       for  computing and presenting  EPS.   SFAS  No.  128  replaced  the
       presentation  of  primary  EPS  with  a  presentation of basic EPS.
       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.    EPS amounts for 1998 and 1997 have been presented
       and,  where  appropriate,  restated  to conform to the SFAS No. 128
       requirements.  Since the Series A and Series B stock have identical
       dividend  and  participation rights in the Company s earnings, they
       have been considered to be comparable in the calculation.


  9.   Comprehensive   income,  as   defined  in  Statement  of  Financial
       Accounting Standards No. 130, includes foreign currency translation
       adjustments and is calculated below:


                                          Three Months    Six Months Ended
                                             Ended

                                            June 30,          June 30,
                                         1998     1997       1998     1997 

         Net earnings (loss)           $11,556   $(3,405)  $11,140   $(6,404)

         Foreign Currency Translation                                        
         Adjustments                       (98)       25      (315)     (157)

         Comprehensive income (loss)   $11,458   $(3,380)  $10,825   $(6,561)
<PAGE>

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

  RESULTS OF OPERATIONS

  Comparison of Six Months Ended June 30, 1998 and 1997

  Sales    The  Company's  sales  for  the  six months ended June 30, 1998
  decreased  by  $1.1  million  (or    6.5%) compared to sales in the same
  period  in  1997  due primarily to sales decreases in packaging products
  ($1.4  million)  principally  as a result of the sale of Zerand on April
  27,  1998,  offset  by  increases  in specialty web products sales ($0.2
  million)  and French service and repair sales ($0.2 million).  Sales and
  gross  profit  in 1997 include $0.7 million in proceeds from the sale of
  certain  press system contract rights.  The Company sold these rights in
  lieu  of a long repossession and resale process.  Sales in 1998 included
  $4.3  million  of Zerand sales which division was sold by the Company in
  April, 1998.

  Gross  Profit   The Company s gross profit for the six months ended June
  30,  1998 increased by $2.6 million compared to gross profit in the same
  period  in  1997  due  primarily  to shipment of products at near normal
  product  margins.    Gross  profit margin for 1998 increased to 19.7% of
  sales  as  compared  to  2.4%  for  1997.  This increase in gross profit
  margin in 1998 was due primarily to product mix, shipment of products at
  near  normal  margins, and decreased warranty expenses.  Sales and gross
  profit in 1997 include $0.7 million in proceeds from the sale of certain
  press  system contract rights.  The Company sold these rights in lieu of
  a long repossession and resale process.

  Selling,  General  and  Administrative  Expenses  The Company s selling,
  general and administrative expenses decreased by $0.5 million (or 11.2%)
  for  the  six  months ended June 30, 1998 compared to the same period in
  1997  due to cost reduction efforts at corporate headquarters and at all
  divisions in connection with the reduced volume of sales, as well as the
  impact  of  the  sale  of  Bernal  and  Zerand.    Selling,  general and
  administrative  expenses  for  the  six  months ended June 30, 1998 were
  28.1%  of  sales compared to  29.5% of sales for the same period in 1997
  due to continuing cost reductions in 1998.

  Other  Income  (Expense)     The Company s interest expense decreased by
  $0.6    million  for  the six months ended June 30, 1998 compared to the
  same period in 1997 due to the reduced borrowings in 1998 resulting from
  the  application of the Zerand and Bernal sale proceeds to pay down bank
  indebtedness,  offset  by  an  increased  cost  of  borrowing  in  1998.
  Interest  income  was  negligible for the six months ended June 30, 1998
  and 1997.
<PAGE>
  Comparison of Three Months Ended June 30, 1998 and 1997

  Sales    The  Company's  sales  for the three months ended June 30, 1998
  decreased  by  $1.9  million  (or   26.9%) compared to sales in the same
  period  in  1997  due primarily to sales decreases in packaging products
  ($1.1  million) resulting from the sale of Zerand on April 27, 1998, and
  specialty  web  products  ($1.1  million)  offset by increases in French
  service  and repair ($0.3 million).  Sales in 1998 included $0.7 million
  of Zerand sales which division was sold by the Company in April, 1998.

  Gross  Profit  (Loss)    The Company s gross profit for the three months
  ended  June  30, 1998 increased by $0.8 million compared to gross profit
  (loss)  in  the  same  period  in 1997 due primarily to reduced warranty
  expenses  in  1998  for  packaging  systems  and specialty web products.
  Gross  profit margin for the second quarter of 1998 increased to 3.4% of
  sales  as  compared  to  (7.8%) for 1997.  This increase in gross profit
  margin  in  1998 was due primarily to reduced warranty costs in 1998 and
  the absence of any major cost overruns in 1998.

  Selling,  General  and  Administrative  Expenses  The Company s selling,
  general  and  administrative  expenses increased by $0.1 million (or 8%)
  for  the three months ended June 30, 1998 compared to the same period in
  1997  due  to  a reversal of $1.0 million in the allowance for losses on
  collection of trade accounts receivable in the 1997 period and offset by
  continuing cost reduction efforts at corporate headquarters and the sale
  of  Zerand.   Selling, general and administrative expenses for the three
  months  ended  June  30,  1998  were 37.3% of sales compared to 25.2% of
  sales  for  the same period in 1997 due to the decrease in sales in 1998
  described above without corresponding decrease in expenses.

  Other  Income  (Expense)     The Company s interest expense decreased by
  $0.4  million  for  the three months ended June 30, 1998 compared to the
  same period in 1997 due to the reduced borrowings in 1998 resulting from
  the  application of the Zerand and Bernal sale proceeds to pay down bank
  indebtedness,  offset  by  an  increased  cost  of  borrowing  in  1998.
  Interest  income was negligible for the three months ended June 30, 1998
  and 1997.

  TAX MATTERS

  The  Company's  effective  state and federal income tax rate ("effective
  tax  rate")  was  18.3% and 0% for the three months and over 100% and 0%
  for  the  six  months  ended  June 30, 1998 and 1997, respectively.  The
  income  taxes in 1998 result from the alternative minimum tax on sale of
  certain  assets, primarily Zerand.  Due to accumulated losses, there are
  no  recoverable income taxes for the  six months ended June 30, 1998 and
  1997.
<PAGE>
  LIQUIDITY AND CAPITAL RESOURCES

  Liquidity and Capital Resources
  On  June  30, 1998 the Company refinanced a major portion of its secured
  indebtedness   ("the  Debt  Restructuring")  as  part  of  its  plan  to
  dramatically 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    has paid off both its Senior secured bank lender and its
  secured  Senior  Subordinated  Notes,  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, or $1.10 per share.

  The new bank credit facilities have first liens on certain assets of the
  Company,  principally  inventory, accounts receivable, and the Company's
  Texas  real estate and machining center in Ohio.  Paul I. Stevens' loans
  have  first  liens on certain assets of the Company, principally certain
  Ohio  assets  that are being held for sale, a $1 million escrow holdback
  on  the  sale of Zerand, the assets of a foreign subsidiary, and certain
  accounts  receivable  for  new  equipment  being installed at a customer
  location.

  Interest  on  the new  bank loans range from 1 1/4% to 2 1/2% over prime
  with maturity of  90  days on the Bridge Loan and a two-year maturity on
  the revolving credit facility.  The amount  borrowed  on  the  revolving
  credit  facility  was  approximately  $2  million on June 30, 1998.  The
  Company paid  in  full the 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 loan from Paul I.
  Stevens is due June 30, 2000 and bears interest of 2% over bank prime.

  As  a  result of its sale of Zerand (see Note 6 of Notes to Consolidated
  Condensed  Financial Statements), the Company was able to make principal
  payments  on  its  bank  credit facility of approximately $10 million on
  April 27, 1998. 

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

  Net  cash  provided  by  (used  in) operating activities (before working
  capital  requirements) was $11.38 and ($4.97) million for the six months
  ended  March  31,  1998  and 1997, respectively.  Working capital (used)
  provided cash of ($0.63) and $1.15 million for the six months ended June
  30,  1998 and 1997, respectively.  During periods of lower sales such as
  1997  and  the  first  six months of 1998, the Company's working capital
  generally  provides  cash  as receivables are collected and inventory is
  utilized.    Alternatively, 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.
<PAGE>
  Under  its  credit  facility  at  June  30,  1998, the Company's maximum
  borrowings  were  limited  to  a borrowing base formula, which could not
  exceed  $7.5  million  in  the  form of direct borrowings and letters of
  credit.  As of June 30, 1998 there was $2.0 million in direct borrowings
  and  $8,600  in  standby  letters  of  credit outstanding under the bank
  credit  facility,  with  additional  availability for such borrowings of
  $0.6 million.

  At  June 30, 1998, $2.0 million of the Company's bank borrowings were at
  the lender's prime rate of interest (8.50%) plus 2.5%, or a total of 11%
  interest.  The amounts borrowed under the credit facility have been used
  for working capital.

  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.

  With  the  above  described Debt Restructuring, and assuming that one of
  several  strategic,  financial  alternatives, principally the additional
  sale  of  assets  and loans from Paul I. Stevens, 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. 

  There  can  be  no assurance that future sales of assets, if any, can be
  successfully  accomplished  on  terms  acceptable to the Company.  Under
  current  circumstances,  the  Company's  ability  to continue as a going
  concern depends upon the further redeployment of assets, and a return to
  profitable  operations.   If the Company is unsuccessful in its efforts,
  it  may  continue  to  be  unable to meet its obligations or fulfill the
  covenants  in its revised debt agreements, as well as other obligations,
  making   it  necessary  to  undertake  such  other  actions  as  may  be
  appropriate to preserve asset values.

  In addition, the Company may incur, from time to time, additional short-
  and  long-term  bank  indebtedness  (under  its  new  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. 

  Backlog and Orders  The Company s backlog of unfilled orders at June 30,
  1998  was  approximately  $6.3  million  compared  to  $12.0  million at
  December  31,  1997  (excluding  Zerand backlog), a decrease of (47.5%).
  The  backlog  decrease consists primarily of decreases in the orders for
  major  press  systems.   The backlog at June 30 in each of the preceding
  five  years  has  ranged from a low of $6.3 million in 1998 to a high of
  $68.0 million in 1995.
<PAGE>
  The  reduction  in backlog is the result of a reduced order flow in 1997
  and  1998.   Orders (excluding Zerand) for the six months ended June 30,
  1998  were  $5.0  million  compared  to  $5.4 million for the comparable
  period  in  1997,  a  decrease of $0.4 million while shipments decreased
  $1.1  million.   The Company believes the above noted reduced order flow
  is  the  result  of  fluctuations  in  the  flow  of  major printing and
  packaging  system orders, and in part to liquidity problems faced by the
  Company.    As a result, the Company is continuing to adjust its rate of
  future  production    and accompanying costs to match this reduced order
  flow.

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

<PAGE>

  PART II  OTHER INFORMATION

  Item 1.  Legal Proceedings

  In  1997, the Company filed a suit seeking damages and injunctive relief
  against  Paul  W.  Bergland,  a  former vice-president, for, among other
  things, theft of trade secrets, fraud, breach of contract, and breach of
  a  confidential  relationship.    On  March  3, 1997, Bergland filed his
  original  answer  and a counterclaim.  ConverTek, Inc., a corporation in
  which  Bergland  claims  an ownership interest, has joined the suit as a
  counterclaimant  against  the  Company.   This litigation was settled in
  July  1998  with no payment of damages on the part of any of the parties
  to the lawsuit.

  Item 4.  Submission of Matters to a Vote of Security Holders

  The Company held its 1998 Annual Meeting of Stockholders (the "Meeting")
  on  May  21,  1998.    At  the  Meeting, the stockholders of the Company
  considered  and  voted  upon  the  following  matters,  with the results
  indicated:

  (1) The  following  directors, constituting all of the directors of the
      Company, were elected to serve as directors for the ensuing year:

            Series A Nominees           Votes For        Votes Withheld
          John W. Stodder               6,754,193            76,859
          Edgar H. Schollmaier          6,759,527            71,525

            Series B Nominees
          Paul I. Stevens               2,094,516              162
          Richard I. Stevens            2,094,603              75
          Constance I. Stevens          2,094,678              ---
          Robert H. Brown, Jr.          2,094,678              ---
          James D. Cavanaugh            2,094,678              ---
          Michel A. Destresse           2,094,678              ---
<PAGE>
  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    Loan  Agreement  dated  June  30, 1998 by and between
                     Wells   Fargo  Bank,  National  Association  and  the
                     Company. (*)
             10.2    Loan  Agreement  dated  June  30, 1998 by and between
                     Paul I. Stevens and the Company. (*)

             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.


      (b)   Reports on Form 8-K

         The Registrant filed a Current Report on Form 8-K dated April 27,
      1998  to  report  the  sale  of  its  Zerand  Division under Item 2.
      Acquisition or Disposition of Assets.

           The Registrant filed a Current Report on Form 8-K dated May 21,
      1998  to  report  a change in the Registrant's Certifying Accountant
      under Item 4, Changes in the Registrant's Certifying Accountant.

<PAGE>
                                 SIGNATURES


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



                                     STEVENS INTERNATIONAL, INC.


  Date: August 12, 1997              By:   /s/  Paul I. Stevens   
                                     Paul I. Stevens
                                     Chief Executive Officer
                                     and Acting Chief Financial Officer