SECURITIES AND EXCHANGE COMMISSION
                    Washington, DC  20549

                         Form 10-QSB

          QUARTERLY REPORT UNDER SECTION 13 or 15(d)
           OF THE SECURITIES EXCHANGE ACT OF 1934

    For Quarter Ended September 30, 1997	Commission File Number
              	Registration Number 2-93512-A




              ACTION PRODUCTS INTERNATIONAL, INC.
     (Exact name of registrant as specified in its charter)




     	Florida	                                            59-2095427
	(State or other jurisdiction of	            (IRS Employer Identification No.)
	incorporation or organization)

             	344 Cypress Road, Ocala, Florida	34472-3108
          	(Address of principal executive offices)	(Zip Code) 


     	Registrant's telephone number, including area code (352) 680-3516


    Check 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		X		NO		


       Indicate the number of shares outstanding of each of the 
       issuer's classes of common stock, as of September 30, 1997.


	Class 	                            Outstanding at September 30, 1997
	Common Stock, $.001 par value	               1,549,926

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                                                     Page 2 of 9
I N D E X

  PART I.  FINANCIAL INFORMATION                         Page
                                                         Number
  Item 1.  Financial Statements

      Condensed Balance Sheets - September 30, 1997
        and December 31, 1996 (unaudited)                  3

      Condensed Statements of Operations and 
        Changes in Retained Earnings - Three 
        and nine months ended September 30, 1997 
        and 1996 (unaudited)                               4

      Condensed Statements of Cash Flows  
        Three and nine months ended September 
        30, 1997 and 1996 (unaudited)                      5

      Notes to condensed financial statements              6

  Item 2  Management's Discussion and Analysis of
      Financial Condition and Results of Operations        7


      SIGNATURE PAGE                                       9







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Page 3 of 9
ACTION PRODUCTS INTERNATIONAL, INC.
CONDENSED BALANCE SHEETS
ASSETS, LIABILITIES AND SHAREHOLDERS' EQUITY
(UNAUDITED)

<TABLE>

<S>                                     <C>                   <C>
                                        September 30, 1997    December 31, 1996

Current assets:
  Cash and cash equivalents                  $    103,325         $   463,137 
  Accounts receivable, net of 
    allowance of $5,500 at 
    September 30, 1997 and $25,500
    at December 31, 1996                          876,777             517,982 
  Inventories, net                              1,999,516           1,204,778 
  Prepaid expenses                                206,590             246,888 

    Total Current Assets                        3,186,208           2,432,785 

Property, plant and equipment, 
  net of accumulated depreciation
  of $952,265 at September 30, 1997
  and $872,692 at  December 31, 1996              999,033           1,064,522 
Other assets                                      303,810             375,009 

    TOTAL ASSETS                                4,489,051           3,872,316 

Current liabilities:
 Accounts payable & accrued expenses              460,169             593,174 
 Borrowings under line of credit                  551,750             175,000 

    Total Current Liabilities                   1,011,919             768,174 

Long term liabilities:
  Notes payable                                   600,000             600,000 

Shareholders' equity:  Common stock 
 $.001 par value authorized 7,500,000;
 1,549,926 issued and outstanding at
 September 30,1997 and December 31, 1996            1,550               1,550 

Capital in excess of par value                  2,904,192           2,904,192 

Stock subscription receivable                     (14,556)            (84,000)

Accumulated deficit                               (14,054)           (317,600)

     Total Shareholders' Equity                 2,877,132           2,504,142 

TOTAL LIABILITIES AND
 SHAREHOLDERS' EQUITY                         $ 4,489,051         $ 3,872,316 
</TABLE>
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Page 4 of 9
ACTION PRODUCTS INTERNATIONAL, INC.
CONDENSED STATEMENTS OF OPERATIONS
AND CHANGES IN RETAINED EARNINGS
(UNAUDITED)

<TABLE>



<S>                             <C>           <C>                <C>           <C>
                                Three months ended September 30  Nine months ended September 30		
                                1997          1996               1997          1996

Net Sales                       $ 1,700,503   $ 1,458,827        $ 4,654,512   $ 4,632,673 
Cost of Sales                       918,816       955,156          2,585,283     3,026,755 

Gross Profit                        781,687       503,671          2,069,229     1,605,918 

Selling, General &
 Administrative Expenses            623,606       443,544          1,703,494     1,294,914 

Other (expenses) income
   Other                                272         6,902              4,663        25,841 
   Interest expense                 (25,774)      (13,625)           (66,852)      (41,824)
Total                               (25,502)       (6,723)           (62,189)      (15,983)
 
Income before income taxes          132,579        53,404            303,546       295,021 
Provision for income taxes               -             -                  -             -   

Net Income                          132,579        53,404            303,546       295,021 

Beginning retained earnings 
 (accumulated deficit)             (146,633)      241,872           (317,600)          255 

Ending retained earnings
 (accumulated deficit)          $   (14,054)    $ 295,276         $  (14,054)    $ 295,276 



Net Income per share                  $0.09         $0.04              $0.20         $0.20 

Net income per common and common 
  equivalent share (fully diluted)    $0.05         $0.02              $0.12         $0.11 

Weighted average number
  of common shares outstanding    1,549,926     1,499,926          1,549,926     1,499,926 

Weighted average number of 
 common and common equivalent
shares outstanding                2,739,210     2,749,210          2,739,210     2,749,210 






</TABLE>

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Page 5 of 9
ACTION PRODUCTS INTERNATIONAL, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)

<TABLE>

<S>                                   <C>             <C>             <C>              <C>
                                      Three months ended September 30 Nine months ended September 30
                                      1997            1996            1997             1996
Cash flows from operating activities:
 Net income (loss)                       $132,579            $53,404         $303,546          $295,021 
Adjustments to reconcile net income
to net cash provided by (used in)
operating activities:
  Depreciation                             25,607             28,541           79,573            81,723 

Change in assets and liabilities:
  Decrease (increase) in current
   assets other than cash and cash
   equivalents                             92,813            399,847       (1,113,235)         (471,498)

  Increase (decrease) in 
   current liabilities                   (313,818)          (273,203)        (133,005)         (217,324)

  Decrease (increase) in 
   other assets                            29,069           (179,612)          71,199          (217,897)

Net cash provided by (used in) 
   operating activities                $  (33,750)        $   28,977       ($ 791,922)       ($ 529,975)

Net cash used in 
   investing activities               ($    5,810)        ($  59,128)      ($  14,084)       ($ 171,381)

Cash flows from financing activities:
  Proceeds from (repayments of) 
   borrowings on line of credit, net      135,000                 -           376,750                -  

  Results of other financing activities        -                  -            69,444           268,000 

  Net cash (used in) provided by 
   fin. Activities                     $  135,000      $          -        $  446,194        $  268,000 

  Net increase (decrease) in 
   cash and cash equiv.                   $95,440           ($30,151)       ($359,812)       ($433,356)

Cash and cash equivalents 
   at start of period                 $     7,885         $  196,880       $  463,137       $  600,085 

Cash and cash equivalents 
   at end of period                    $  103,325         $  166,729       $  103,325       $  166,729 

Supplemental disclosures - cash paid for
   Interest                               $25,774            $13,625          $66,852          $41,824 
   Taxes                                       $0                 $0               $0          $11,075 
</TABLE>


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                                                                 Page 6 of 9


ACTION PRODUCTS INTERNATIONAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

1.  Condensed consolidated financial statements
In the opinion of management, the accompanying unaudited condensed 
consolidated financial statements contain all normal recurring adjustments 
necessary to present fairly the financial position of Action Products 
International, Inc. at September 30, 1997 and the results of its operations 
and cash flows for the three and nine month periods ended September 30, 1997.

Certain information and footnote disclosures normally included in financial 
statements prepared in accordance with generally accepted accounting 
principles have been condensed or omitted.  It is suggested that these 
condensed financial statements be read in conjunction with the financial 
statements and notes thereto included in the Company's report on Form 10-KSB 
for the year ended December 31, 1996.  The results of operations for the 
period ended September 30, 1997 are not necessarily indicative of the 
operating results for the full year.

2.  Shareholders' equity
During the nine months ending September 30, 1997 shareholders' equity 
increased $372,990.  Net income for the period was $303,546. The Company 
collected $69,444 of the outstanding stock subscriptions receivable; $14,556 
remains receivable from a related party in the form of non-interest bearing 
promissory notes secured by the stock purchased.

3.  New Accounting Standards
In February 1997, the Financial Accounting Standards Board issued Statement 
of Financial Accounting Standards (SFAS) No. 128, which is effective for the 
periods ending after December 15, 1997.  SFAS No. 128 replaces the 
presentation of primary earnings per share with a presentation of basic 
earnings per share based upon the weighted average number of common shares 
for the period.  It also requires dual presentation of basic and fully 
diluted earnings per share for companies with complex capital structures.  
Adoption of the provision of SFAS No. 128 would not significantly affect 
reported earnings per share for any of the periods presented.


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                                                                    Page 7 of 9
ITEM 2.	Management's Discussion and Analysis of
	Financial Condition and Results of Operations

Results of Operations:

Any statements that are not historical facts contained in this discussion are 
forward looking statements.  It is possible that the assumptions made by 
management for purposes of such statements may not materialize.  Actual results 
may differ materially from those projected or implied in any forward looking 
statements.  Such statements may involve risks and uncertainties, including but 
not limited to those relating to product demand, pricing, market acceptance, the
effect of economic conditions, and intellectual property rights and the outcome 
of competitive products, risks in product development, the results of financing 
efforts, the ability to complete transactions, and other risks identified in 
this and the Company's other Securities and Exchange Commission filings.

Three months ended September 30, 1997
During the third quarter ended September 30, 1997 revenue increased to a record 
$1,700,503 in 1997 from $1,458,827 in 1996, up $241,676, or 17%.  The third 
quarter 1997 net income improved 148% to a record $132,579 versus $53,404 for 
the 1996 comparable period, due to the increases in sales and gross margins.  
The increase in sales is attributable to improved packaging and presentation of 
the Company's core product lines; significant merchandising and marketing 
efforts; sustained sales from new products released in latter part of the second
quarter; and a continued effort by sales management to expand the sales force 
and broaden the market base.

Gross profit increased $278,016 to $781,687 from $503,671.  As a percent of 
sales, gross profit increased more than eleven points to 46.0% from 34.5% for 
the 1996 comparable period.  Management attributes this improvement in gross 
profit percentage to selling price increases, new proprietary products, 
and more beneficial terms and pricing with overseas vendors, all of which 
are primarily attributable to the Company's recent transition from distributor 
to manufacturer.  Selling, General & Administrative expenses increased 
$180,062.  Management attributes the increase in expenses to various 
transitional costs including:  its new catalogs by product line, extended 
trade show coverage, and other marketing expenditures; additional salaries and 
commissions connected with the Company's strengthening of its marketing and 
sales force and outside sales representative organizations; and increases in 
depreciation and amortization linked to prior year acquisitions of equipment and
other assets. 

Nine months ended September 30, 1997
During the nine months ended September 30, 1997 revenue increased slightly to 
$4,654,512 in 1997 from $4,632,673 in 1996.  Record sales in the second and 
third quarters of 1997 overcame the shortfalls experienced in the first quarter 
of 1997.  The nine months 1997 net income was $303,546 versus $295,021 in 1996, 
an improvement of 3%, due to the improved margins of proprietary products and 
the increase in sales.  The increase in sales is attributable in part to 
improved packaging and presentation of the Company's core product lines; 
significant merchandising and marketing efforts; sustained sales of new products
released in latter part of the second quarter; and a continued effort by sales 
management to expand the sales force and broaden the market base. 
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                                                                    Page 8 of 9

Gross profit increased $463,311 to $2,069,229 from $1,605,918, up nearly 30%.  
As a percent of sales, gross profit was up to 44.5% from 34.7% for the 1996 
comparable period.  Management attributes this improvement in gross profit 
percentage to selling price increases, new proprietary products, and more 
beneficial terms and pricing with overseas vendors, all of which are primarily
attributable to the Company's transition from distributor to manufacturer.  
Selling, General & Administrative Expenses for the six months ended increased 
about 30%.  As previously discussed, management attributes the increase in 
expenses to various first quarter expenditures as well as other transitional 
costs including its additional marketing expenditures, additional salaries and 
commissions, and increases in depreciation and amortization. 

Financial Condition, Liquidity and Capital Resources:
As of September 30, 1997, current assets were $3,186,208 compared to current 
liabilities of $1,011,919 for a current ratio of 3:1.  At September 30, 1997, 
working capital improved by $509,678 compared to December 31, 1996. 

Historically, the peak period of the Company's business cycle has been March 
through August.  Thus, accounts receivable and inventories were $876,777 and 
$1,999,516, respectively, at September 30, 1997 compared to $517,982 and 
$1,204,778, respectively, at December 31, 1996.  The increase in receivables and
inventories are considered normal for the Company and reflect the increased 
activity in the Company's high volume period.  Total current assets increased by
$753,423, total assets increased by $616,735.  Current liabilities increased by 
$245,245 due primarily to draws on the Company's line of credit, used for 
inventory purchases.

Significant changes in balance sheet from December 31, 1996 included the 
following:  Accounts receivable increased to $876,777 from $517,982, an increase
of $358,795, due to seasonal increases during the Company's peak period and 
record sales in the third quarter.  Inventories, consisting primarily of 
finished goods, increased $794,738 to $1,999,516 at September 30, 1997 from 
$1,204,778 at December 31, 1996 due to its seasonal nature and recent receipts 
of overseas products.  Property, plant and equipment, net of depreciation, 
decreased by $65,489 from December 31, 1996 due to normal depreciation of fixed 
assets.  Accounts payable and accrued expenses decreased $131,505 to $461,669 at
September 30, 1997 from $593,174 at December 31, 1996 due to the seasonal nature
of the purchases and the timing of inventory receipts.

Cash and cash equivalents were down $359,812 from December 31, 1996 but up 
$95,440 from June 30, 1997.  Cash flow used in operations was $33,750 for the 
three months ended September 30, 1997 as compared to cash flow provided by 
operations of $28,977 for the comparable period September 30, 1996.  This is due
primarily to the decreases in current liabilities since June 30, 1997.  Cash 
flow used in operations was $791,922 for the nine months ended September 30, 
1997 due to increases in inventories and accounts receivable associated with the
Company's peak period.

Shareholders' equity at September 30, 1997 increased during the nine months by 
$371,490 to $2,875,632 due to earnings and the receipt of payments of stock 
subscriptions from related parties.

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                                                                    Page 9 of 9


SIGNATURES



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.



Action Products International, Inc.




	Date:   November 7    ,1997	By:  /s/ Delton G. de Armas     
	Delton G. de Armas
	Controller/Corporate Secretary

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