UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington D.C.  20549

                                   FORM 10-Q


[X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
      EXCHANGE ACT OF 1934
      For the quarterly period ended June 30, 1997

                                       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 0-15512.

                                 ALPNET, INC.
           (Exact name of registrant as specified in its charter)

              Utah                                     87-0356708
 (State or other jurisdiction of                    (I.R.S. Employer
 incorporation or organization)                    Identification No.)

     4460 South Highland Drive, Suite #100
             Salt Lake City, Utah                      84124-3543
   (Address of principal executive offices)            (Zip Code) 

                                 (801) 273-6600
              (Registrant's telephone number, including area code)

                                 Not applicable
              (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   X       No      

The number of shares  outstanding of the registrant's no par value  Common Stock
as of August 11, 1997 was 18,536,696.


ALPNET, INC. AND SUBSIDIARIES

                                      INDEX

PART I.  FINANCIAL INFORMATION

Item 1.  Consolidated Financial Statements (Unaudited):

         Consolidated Statements of Operations--Three months ended June 30, 1997
          and 1996, and Six months ended June 30, 1997 and 1996 . . . . . . 

         Consolidated Balance Sheets--June 30, 1997 and December 31, 1996 . 

         Consolidated Statements of Cash Flows--Six months ended June 30, 1997
          and 1996  . . . . . . . . . . . . . . . . . . . . . . . . . . . . 

         Notes to Consolidated Financial Statements--June 30, 1997  . . . . 

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

PART II. OTHER INFORMATION

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

SIGNATURES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .


ITEM 1:  CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

<TABLE>
ALPNET, INC. AND SUBSIDIARIES

Consolidated Statements of Operations (Unaudited)

<CAPTION>
                                                      Three Months Ended            Six Months Ended
                                                           June 30                       June 30
Thousands of dollars and shares                      1997            1996          1997           1996
<S>                                               <C>              <C>          <C>            <C>      
SALES OF SERVICES                                 $10,447          $9,025       $19,214        $15,513

OPERATING EXPENSES:
  Cost of services sold                             7,897           6,728        15,318         11,891
  Selling, general and administrative   
    expenses                                        1,594           1,374         3,208          2,460
  Development costs                                    95              32           203             82
  Amortization of goodwill                             99              89           197            179
Total operating expenses                            9,685           8,223        18,926         14,612
OPERATING INCOME                                      762             802           288            901

Interest expense, net                                  83              28           140             61
Income before income taxes                            679             774           148            840

Income taxes                                           60             112           105            148

NET INCOME                                        $   619          $  662       $    43        $   692

NET INCOME PER SHARE                              $  .024          $ .026       $  .002        $  .027

Weighted average shares of Common 
 Stock and Common Stock equivalents 
 outstanding                                       25,283          25,679        21,656         25,611

See accompanying notes.
</TABLE>

<TABLE>
ALPNET, INC. AND SUBSIDIARIES

Consolidated Balance Sheets (Unaudited)

<CAPTION>
                                                                  June 30              December 31 
Thousands of dollars                                                1997                   1996 

ASSETS
<S>                                                              <C>                    <C> 
CURRENT ASSETS:
  Cash and cash equivalents                                      $ 1,366                $ 1,034
  Trade accounts receivable, less allowance of 
    $247 in 1997 and $219 in 1996                                  7,625                  6,529
  Work-in-process                                                    609                    487
  Prepaid expenses and other                                         716                    949
Total current assets                                              10,316                  8,999

PROPERTY, EQUIPMENT AND LEASEHOLD
  IMPROVEMENTS:
    Office facilities and leasehold 
     improvements                                                    309                    318
    Equipment                                                      5,103                  4,789
                                                                   5,412                  5,107
    Less accumulated depreciation and
     amortization                                                  3,630                  3,236
Net property, equipment and leasehold 
  improvements                                                     1,782                  1,871

OTHER ASSETS:
  Goodwill, less accumulated amortization 
     of $3,277 in 1997 and $3,380 in 1996                          5,970                  6,087
  Other                                                              282                    310
Total other assets                                                 6,252                  6,397

TOTAL ASSETS                                                     $18,350                $17,267

See accompanying notes.
</TABLE>

<TABLE>
ALPNET, INC. AND SUBSIDIARIES

Consolidated Balance Sheets (Unaudited)--continued

<CAPTION>
                                                                 June 30              December 31 
Thousands of dollars and shares                                    1997                   1996

LIABILITIES AND SHAREHOLDERS' EQUITY
<S>                                                             <C>                    <C>   
CURRENT LIABILITIES:
  Notes payable to banks                                        $ 2,617                $ 1,959 
  Accounts payable                                                2,562                  2,225 
  Accrued payroll and related benefits                              767                    922 
  Other accrued expenses                                          1,302                    897 
  Deferred revenue                                                  247                    391 
  Income taxes payable                                              146                     53 
  Current portion of long-term debt                                 287                    203 
Total current liabilities                                         7,928                  6,650 
                                                                                               
Long-term debt, less current portion                                523                    262 

Commitments and contingencies (note 6)

SHAREHOLDERS' EQUITY:
  Convertible Preferred Stock, no par value; 
    authorized 2,000 shares; issued and 
    outstanding 615 shares in 1997 and 719
    shares in 1996                                                1,808                  2,095  
  Common Stock, no par value; authorized 
    40,000 shares; issued and outstanding 
    18,537 shares in 1997 and 17,883 shares 
    in 1996                                                      40,516                 40,228  
  Accumulated deficit                                           (30,690)               (30,733) 
  Equity adjustment from foreign currency translation            (1,735)                (1,235)
  Total shareholders' equity                                      9,899                 10,355  

TOTAL LIABILITIES AND SHAREHOLDERS'
  EQUITY                                                        $18,350                $17,267  

See accompanying notes.
</TABLE>

<TABLE>
ALPNET, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows (Unaudited)
                                                              
<CAPTION>
                                                                               Six Months Ended June 30
Thousands of dollars                                                            1997             1996 
<S>                                                                           <C>              <C>
OPERATING ACTIVITIES:
  Net income                                                                  $   43           $  692 
  Adjustments to reconcile net income to 
    net cash provided by operating activities:
     Depreciation and amortization of property, 
      equipment and leasehold improvements                                       327              194 
     Amortization of goodwill                                                    197              179 
     Other                                                                        32               24 
     Changes in operating assets and liabilities, net of effect
      of acquisition:   
       Trade accounts receivable                                              (1,117)          (1,674)
       Accounts payable and accrued expenses                                     729              853 
       Other                                                                      23             (219)
Net cash provided by operating activities                                        234               49 

INVESTING ACTIVITIES:
  Purchase of property, equipment and 
    leasehold improvements                                                      (269)            (398)
  Payment for acquisition, net of cash acquired                                 (508)               -   
Net cash used in investing activities                                           (777)            (398)

FINANCING ACTIVITIES:
  Proceeds from notes payable to banks                                           718              330 
  Principal payments on notes payable to banks                                   (20)             (54)
  Proceeds from long-term debt                                                   423               20 
  Principal payments on long-term debt                                          (210)             (52)
  Proceeds from exercise of stock options                                          1               21 
Net cash provided by financing activities                                        912              265 
 
Effect of exchange rate changes on cash                                          (37)              (5)

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                             332              (89)

Cash and cash equivalents at beginning of period                               1,034            1,033 

CASH AND CASH EQUIVALENTS AT END OF PERIOD                                    $1,366           $  944 

CASH PAID DURING THE PERIOD FOR:
  Interest                                                                    $  137           $   62 
  Income taxes                                                                    42              128 

See accompanying notes.
</TABLE>

ALPNET, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

June 30, 1997

1. BASIS OF PRESENTATION

  ALPNET,  Inc. (the  "Company") is  a United  States publicly-owned corporation
  with  multinational  operations.  The Company  provides  language translation,
  product  localization,  and multilingual  publishing  services  to  businesses
  engaged  in international  trade.  The  principal markets  for  the  Company's
  services are North America, Western Europe, and Asia.

  The  accompanying  unaudited  consolidated  financial  statements  have   been
  prepared  in accordance with the  rules and regulations  of the Securities and
  Exchange Commission.  Accordingly, they  do not include all of the information
  and footnote disclosures required by generally accepted  accounting principles
  for  complete  financial  statements.    In  the  opinion of  management,  all
  adjustments (consisting of normal recurring adjustments)  considered necessary
  for  a fair  presentation  have  been included.    Operating results  for  the
  periods presented  are not necessarily indicative  of the results  that may be
  expected for the respective  complete years.   For further information,  refer
  to  the Consolidated Financial  Statements and  notes thereto included  in the
  Company's Annual Report on Form 10-K for the year ended December 31, 1996.

  The preparation  of financial statements in conformity with generally accepted
  accounting principles  requires management to  make estimates and  assumptions
  that affect  the reported amounts of assets and liabilities  and disclosure of
  contingent liabilities  at  the  date  of  the financial  statements  and  the
  reported  amounts  of  revenues and  expenses  during  the reporting  periods.
  Actual results could differ from those estimates.

2. ACQUISITION

  In  January  1997,  the Company  acquired  all  of the  outstanding  stock  of
  CompuType  Ltd., a  U.K.-based provider  of  specialty desktop  publishing and
  pre-press  services,  in  a  transaction  accounted  for  as a  purchase.  The
  acquisition cost of approximately $550,000  was paid in cash, and exceeded the
  fair  values of  the  net  assets acquired  by  approximately $400,000,  which
  excess was recorded  as goodwill and is  being amortized on the  straight-line
  method  over  12  years.  The acquisition  was  financed  primarily by  (1)  a
  200,000 pound (approximately $330,000) unsecured term loan with the  Company's
  U.K. bank, repayable  over 5 years, bearing  interest at approximately 9%; and
  (2)  an increase  of 100,000 pounds (approximately $170,000) in  the Company's
  credit facility with  this bank. CompuType's  results of operations  have been
  included with the Company's consolidated financial results  from February 1997
  forward.  CompuType's 1997  sales,  included in consolidated sales of services
  for the period ended June 30, 1997, were approximately $730,000.

3. BORROWINGS

  In  addition to  the  loans described  in note  2,  the following  changes  in
  borrowings have occurred since December 31, 1996.

  The Company  obtained a line  of credit with a  U.S. financial institution  in
  January  1997  which  has  a  maximum  limit of  $500,000,  bears  interest at
  approximately  9% and is collateralized by U.S.-based  accounts receivable. At
  June  30,  1997,  approximately  $470,000  was  borrowed  under   this  credit
  facility. In  May 1997, the  Company's secured credit  facility with a  German
  bank  was  increased  from  a  maximum  limit  of  DM  600,000  (approximately
  $340,000) to a maximum limit of DM 750,000 (approximately $430,000).   In July
  1997, the  Company obtained a mortgage  with a bank  in Spain, secured by  the
  Company's  office facility  in Barcelona.   The mortgage  is for approximately
  $150,000, is repayable over ten years and bears interest at approximately 8%.

4. EQUITY TRANSACTIONS

  In  March 1997,  the  Company  issued  652,035  shares  of Common  Stock  upon
  conversion of  47,647  shares of  series  B  Convertible Preferred  Stock  and
  56,566  shares  of  series  C  Convertible  Preferred  Stock.  Each  share  of
  Preferred Stock was convertible at the  option of the holder into three shares
  of  the Company's Common Stock for  series B and nine shares  of the Company's
  Common  Stock for series C.

5. INCOME TAXES

  The  Company  files  a  consolidated  U.S.  Federal  income  tax  return which
  includes all  domestic operations.  Tax returns for states within the U.S. and
  for foreign  subsidiaries  are  filed  in  accordance  with  applicable  laws.
  Fluctuations in the amount  of income taxes arise  primarily from the  varying
  combinations  of  income and  losses  of  the  Company's  subsidiaries in  the
  various domestic and  foreign tax jurisdictions,  including the utilization of
  net operating loss carryforwards in many of these jurisdictions.

6. CONTINGENT LIABILITY

  In 1997, the Company's  French subsidiary terminated certain of its employees,
  some of  whom initiated  immediate legal  actions in  the French legal  system
  which   handles   employment-related   matters.  Subsequently,   other  former
  employees  also initiated  similar actions. In 1996,  approximately $50,000 of
  statutorily-required costs  related to the 1997 terminations were expensed. In
  1997, an additional  $75,000 was expensed related  to the legal actions  taken
  by specific employees.

  The Company believes it complied  with all aspects of  applicable French labor
  regulations  in terminating  the employees and  intends to  defend its actions
  vigorously. While  the ultimate outcome of  this matter  cannot be determined,
  management, based on the opinion of  its French legal counsel, does not expect
  that the  outcome of the legal actions  will have a material adverse effect on
  the Company's results of operations or financial position.


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

The following Management's Discussion and Analysis should be read in conjunction
with the Consolidated Financial Statements and notes thereto.

FOREIGN OPERATIONS

The Company serves its  customers from 33 wholly-owned offices in 13  countries.
The operations of the Company are predominantly located outside the U.S. and the
Company   is  subject  to   the  effects  of  foreign   currency  exchange  rate
fluctuations.   For all  of the Company's foreign  subsidiaries, the  functional
currency has been determined to be the local currency.   Accordingly, assets and
liabilities are translated  at year-end exchange rates, and  operating statement
items are  translated at  weighted-average exchange rates  prevailing during the
period.  The resultant cumulative foreign currency adjustments to the assets and
liabilities are recorded as a  separate component of shareholders'  equity.  The
foreign currency equity adjustment for the first six months of 1997 was negative
$500,000 compared to a negative adjustment of $160,000 for  the first six months
of  1996.  Generally,  when the  major foreign currencies affecting  the Company
weaken as  compared to the  U.S. dollar, the shareholders'  equity adjustment is
negative since the  net assets denominated in foreign currencies  are translated
into fewer  U.S. dollars.  This occurred in both 1997 and 1996.   As of June 30,
1997,  the cumulative  net effect to  the Company of the  equity adjustment from
movements in foreign currency exchange rates was a reduction  of $1.7 million in
shareholders' equity.  A significant portion of the cumulative foreign  currency
adjustment relates to changes in the recorded amount of goodwill.

In the first  six months of 1997, the Company  recorded a net benefit of $99,000
for gains  on foreign exchange transactions.  Substantially all  of this benefit
was  recorded in  the U.K.,  and a  majority of  the U.K.  gain resulted  from a
weakening of  the UK pound from December 31, 1996 to June 30, 1997.  Because the
Company's  U.K. subsidiary  had a  large amount  of US$  denominated receivables
outstanding as of December 31, 1996, the Company recorded  an unrealized loss on
these receivables in 1996.  The strengthening of the US$ against the UK pound in
1997 has meant that most of that loss was not realized.  In the first six months
of 1996, exchange  gains and losses resulting from foreign currency transactions
included in the determination of net income were not material.

Because  most of the Company's operations  are located outside the  U.S. and its
foreign operations' financial results must be translated into U.S. dollars,  the
Company's  actual and  reported financial  results  and financial  condition are
susceptible to  movements in foreign  currency exchange rates.   The Company has
relatively  few  long-term   monetary  assets  and  liabilities  denominated  in
currencies other than the  U.S. dollar, and therefore does not have  any ongoing
hedging programs in place to manage currency risk.

RESULTS OF OPERATIONS

The following paragraphs discuss results of operations  for the three- and  six-
month periods  ended June 30, 1997  as compared  with the  three- and  six-month
periods  ended June 30,  1996, including the significant  effects of fluctuating
foreign currency exchange rates. 

The Company reported net income of $619,000 for the  three months ended June 30,
1997,  compared to net  income of $662,000  for the three months  ended June 30,
1996.  If foreign currency exchange rates  for 1997 had remained unchanged  from
1996, the  Company would  have  reported net  income of  approximately  $589,000
instead of $619,000.

The Company reported  net income of  $43,000 for the six  months ended June  30,
1997 compared to  $692,000 for the six  months ended June 30, 1996.   If foreign
currency exchange rates for  1997 had remained unchanged from 1996, the  Company
would have reported a net loss of approximately $35,000 instead of net income of
$43,000.

Sales of services  were $10.4 million for the three  months ended June 30, 1997,
compared to $9.0 million  for the three months  ended June 30,  1996.  The  $1.4
million  increase in reported sales for  1997 consisted of an  increase in sales
volume of  $1.6 million and a  decrease of $200,000  due to fluctuating currency
exchange rates. 

Sales of  services were  $19.2 million for the  six months  ended June 30,  1997
compared to  $15.5 million  for the six  months ended June  30, 1996.   The $3.7
million increase in reported sales from the first half of 1996 to the first half
of 1997 consisted of an increase in sales volume of $4.0 million and  a decrease
of $300,000 due to fluctuating  currency exchange rates.  The increases in sales
volume in  1997 over 1996 are due to increases in sales in nearly all markets in
which the Company has a presence, but  most particularly in the Company's  North
American and German offices.  Contributions from new offices, especially in  the
Netherlands  and  Japan, also  boosted  sales in  1997 over  1996, as  did sales
attributable to CompuType, a U.K. company acquired in January 1997.

The  increase  in sales  volume  is a  result of  generally expanding  needs for
language-related services in an  increasingly global marketplace where more  and
more businesses are entering foreign markets and becoming involved in  worldwide
trade.  An example  of this is the  software industry which has significant  and
increasing needs for product localization services such as those provided by the
Company.  Also having  a beneficial effect on sales levels is  the Company's use
of online  services (including the Internet)  both as a marketing  tool and as a
means to communicate and interact with clients.

The  Company  competes  on  the  basis  of  capability,  quality,  service   and
geographical proximity to clients and potential clients.  The Company has opened
several new  offices and expanded existing  offices in recent  years in order to
increase its market share in what management believes has been and will continue
to  be a  growth industry.   The  intense price  competition  which the  Company
encountered in prior years continues  to limit the prices the Company can charge
in the marketplace.   The industry pricing situation  has not changed materially
in 1997 compared to 1996.

The  following table  shows a  comparison of  sales of services  in each  of the
Company's significant geographic  areas for the six  months ended June 30,  1997
and 1996, along  with the effect of  foreign currency exchange rate fluctuations
on sales between periods.   Intercompany sales are normally billed on  a margin-
sharing basis.  All intercompany sales are eliminated in determining the totals.

<TABLE>
<CAPTION>
Thousands of dollars
                                                        Increase (Decrease) in   
                             Six Months                Sales of Services due to       Total   
                            Ended June 30                Sales       Currency       Increase
                          1997         1996             Volume     Fluctuations    (Decrease)
<S>                    <C>          <C>                 <C>             <C>          <C>    
United States          $ 3,806      $ 2,062             $1,744          $   -        $1,744 
Canada                   2,854        2,055                815            (16)          799 
Europe                  14,343       12,928              1,766           (351)        1,415 
Asia                     1,970        1,514                550            (94)          456 
Eliminations            (3,759)      (3,046)              (903)           190          (713)
Total Sales            $19,214      $15,513             $3,972          $(271)       $3,701
       
</TABLE>

As shown in the  above table, every major geographical region reported increased
sales in  the  first six  months of  1997 over  the first  six  months in  1996.
Significant  changes  in  sales  levels in  the  major  geographic  regions  are
discussed in the following paragraphs.

SALES OF SERVICES BY GEOGRAPHIC AREA

U.S. sales increased $1.7 million  or 85% in 1997 over 1996.  Historically, U.S.
sales  from  period  to  period  have  fluctuated  more  widely  than  in  other
geographical  areas  due  to  industry  conditions which  have  often  been less
predictable  than those  found in some  of the Company's foreign  markets.  Such
conditions have  been characterized  by the relative inexperience  of many  U.S.
companies  in  translation  and  localization of  language,  as  it  relates  to
international business, and clients which were not sophisticated in the  nuances
of marketing to foreign countries  and thus unaware of the importance of related
language  issues.  These  factors, along  with the unpredictable timing  and the
nonrecurring nature of many large translation projects for U.S. companies,  have
resulted in  an order stream which  has varied from period  to period, but which
has improved dramatically during the past two years.

U.S. sales rose from 1996 to 1997, due largely to an increase  in the number and
size of projects for existing and new clients, especially software  localization
services for  companies  in the  computer  hardware,  software  development  and
computer-based training industries.  Much of  this increase is due to aggressive
sales and  marketing efforts  initiated by  the Company in late  1995 and  early
1996.   Management expectations for the  U.S. are for a  general continuation of
growth  in  sales,  especially  to  the  computer  and  computer-based  training
industries, but the  predictability and timing of  actual orders from clients is
uncertain and the high growth rate of  85% achieved in the first half of 1997 is
unlikely to be sustained throughout the year.

Canada's reported sales for 1997 represent an  increase over 1996 of 39%,  which
is related  to actual increases  in sales  volume with virtually  no effect from
fluctuating foreign currency exchange rates.  The increase in sales in Canada is
due  primarily  to  ongoing  aggressive marketing  and  sales  efforts  and  the
procurement  of new  large long-term  contracts. These  increases in  sales have
occurred  despite  continuing  economic  and  political  challenges  in  Canada.
Nevertheless,  due primarily  to several new  large multi-year  contracts, which
were negotiated in 1996, but which did not begin until 1997, management believes
it is likely that 1997 revenues in Canada will continue to exceed 1996 levels.

In 1997,  sales in Europe  of $14.3  million represent approximately  62% of the
Company's consolidated sales and grew by $1.4 million over 1996 sales levels, or
by  11% year over year (14%  absent the effects of  fluctuating foreign currency
exchange rates).  Most of the increase in European sales is the  result of a 23%
growth rate in Germany (38% absent the effects of foreign currency exchange rate
fluctuations) and  higher sales in the  Netherlands, which had  minimal sales in
1996.   The U.K. and Germany accounted for 84%  of Europe's total sales in 1997,
compared to 87% in 1996.

U.K. sales declined 2% in  1997 compared to 1996, primarily due to  an unusually
strong  second quarter  performance in 1996  and to decreased 1997  sales to the
Company's largest client  which reduced the number  and size of  purchase orders
from historical  levels.  This decrease  was tempered by  the sales of CompuType
(see note 2 to the Consolidated Financial Statements).  Primarily because of the
acquisition of CompuType, management believes it is likely that reported  second
half 1997 sales in the U.K. will increase over 1996 levels, but this will depend
on  many factors which are subject to constant  change.  In particular, sales in
this country are greatly dependent upon the number and size of orders from large
clients.

In Germany, a high  rate of growth was  achieved in 1997  compared to the  first
half of 1996.  The  Company's sales in Germany were unusually low in  early 1996
due largely  to a  sluggish economy, evidenced  by the  unemployment rate  which
increased to a  post WWII  high.  Despite  the ongoing  effects of  the economic
slowdown,  sales  were strong  in  1997 as  management  increased its  sales and
marketing efforts,  including certain  sales of  lower-margin services,  to more
effectively utilize capacity.   While management is expecting revenue  growth to
continue  in 1997,  the uncertain economic  conditions in  Germany could  have a
dampening effect on the Company's ability to increase sales.

The Company opened offices in the Netherlands and in Ireland in late 1995 and in
Belgium  in late  1996 and  closed its  Switzerland office  in  late 1996.   The
Belgium office is a high volume, high  quality production facility servicing the
needs  of other  ALPNET  offices.   The  new  European offices,  along  with the
investments made in human and equipment resources in existing offices in  recent
years,  are expected  to help  the Company  increase its  revenues in  Europe as
demand for language services in this region continues to expand.
 
Sales in Asia of $2.0  million in 1997 grew by 30%  over 1996 levels (36% absent
the  effects of  foreign  currency  exchange rate  fluctuations).   The  Company
significantly expanded  its Asian presence  in late 1995 by adding  an office in
The People's Republic of China, and in early 1996 an office in Tokyo was opened.
Also, the Company's  offices in Singapore and Korea were  expanded significantly
during  the later  half  of 1996.   Since  its  opening,  the China  office  has
functioned only  as a production facility for sales made in other offices of the
Company, but China is expected to begin to sell to local companies in the future
and contribute to  the growth of sales  in Asia in coming  years.  The Company's
Tokyo office has also served primarily as  a production facility for sales  made
elsewhere in the Company, and has therefore helped other offices sell to new and
existing clients  that have  needs for Japanese language  services. This  office
started to sell  to local Japanese  clients in 1997,  which is expected  to help
further accelerate sales growth in Asia in 1997.  

In general, the Asian capacity developed in 1996 was  underutilized in the first
quarter of 1997 and contributed to the operating loss sustained in that quarter.
Underutilization  also  occurred in  the second  quarter of  1997, but  was less
pronounced  than  earlier  in  the  year.    Management  does  not  expect  this
underutilization situation  to continue in  the long  term, due to increases  in
customer orders for work  to be produced  into the major  Asian languages.   The
Company closed its Hong Kong office in May 1997 as a result of continuing losses
and declining strategic  importance.  Sales of this  office were not material in
either 1997 or in 1996, but a provision of approximately $50,000 was recorded in
the first quarter  of 1997 to recognize the costs of closing  the office.  Other
Asian offices  are now producing most  of the Chinese  work historically done by
the Hong Kong office.

Management expects the increased demand for Asian language services to  continue
as many Asian  countries are  experiencing very high economic  growth rates  and
interest in Asia from the business communities in the U.S., Europe and elsewhere
remains high.

The Company's business can be impacted dramatically  by changes in the  strength
of the economies of  the countries in which  it has a  presence, and results  of
operations  are highly influenced  by general economic trends.   Moreover, sales
and profitability are increasingly affected by the number and size of larger and
more complex  multi-language projects.   During 1996  and thus far  in 1997, the
Company   experienced   significant   fluctuations   in   quarterly   sales  and
profitability  levels largely  as  a result  of the  increasing  number of  such
projects.  Management expects this trend to continue.  The Company expects to be
able to  capture increased  sales in  an expanding market which  is expected  to
result in overall long-term sales growth.

COST OF SERVICES SOLD

Cost  of  services sold  as  a percentage  of sales  of services  has fluctuated
primarily  as a  result of  competition in  the marketplace  and the  volume and
nature of  direct production costs  of project  sales in  each year,  especially
large  projects covering several accounting periods.  In the first six months of
1997 (especially  in the  first  quarter) margins  were negatively  affected  by
underutilization of  capacity, especially in Asia,  and to a  lesser extent by a
higher proportion  of low margin  work in certain geographic  areas.  Management
expects competitive pricing pressures to continue in the foreseeable future, and
perhaps even intensify  as a possible result of  several recent mergers of small
and mid-sized  translation companies.  The Company is continuing  its efforts to
contain costs to offset the effects of  these pricing pressures.  These  efforts
include  more effective  utilization of  the  Company's proprietary  software on
medium- to small-sized projects to improve the productivity of translators,  and
the development of stronger "partnerships" with clients to enable the Company to
provide higher margin solution-based services to clients. 

OTHER COSTS AND EXPENSES

Selling, general  and administrative  expenses increased 30% for  the first  six
months  of 1997 over the first six months of 1996,  and 16% for the three months
ended June 30, 1997 over the three months ended  June 30, 1996.  These increases
are due to several factors, including the overall growth of existing offices and
the  opening  of  new  offices;    increased  marketing  and  sales  efforts  in
substantially all of the Company's markets;  certain costs recorded in the first
quarter  of 1997  related  to reorganizing  and closing  some  of the  Company's
underperforming offices;    and to  a  lesser extent,  the effect  of  increased
corporate overhead costs related to the Company's growth.

Development costs were  $203,000 for the first half  of 1997 compared to $82,000
for the first  half of 1996.  Development costs are related to the upgrading and
expansion of  the Company's proprietary  language translation software developed
in the early years of the Company's existence, as well as efforts related to the
development  and expansion  of the  Company's  online  language service  product
offering.  The Company has enhanced certain features of its software and made it
compatible with more of the ever-increasing types and versions of software being
developed by the software industry which are being used by clients and potential
clients.   The Company expects development  costs for the  remainder of  1997 to
continue  higher than  1996 levels,  primarily  because of  the ongoing  need to
ensure the Company's technology is compatible with the software commonly used by
businesses.

Fluctuations  in the  amount  of goodwill  amortization  resulted  from  foreign
currency  exchange rate fluctuations  from year  to year and from  the Company's
acquisition  of CompuType in January 1997, which increased goodwill amortization
by about $3,000 per month. 

Net interest  expense of $140,000  for the  first six  months of  1997 was  130%
higher than for  the same period in 1996.   There was also a large  increase for
the  second quarter  of 1997  compared to  the  second quarter  of 1996.   These
increases  are  due  primarily  to  higher  average  balances outstanding  under
revolving  lines of  credit, caused  by  growth in  sales  and related  accounts
receivable;  increases  in  long-term debt  used  to finance  certain  equipment
purchases; and a term loan obtained in January 1997 to finance  a portion of the
CompuType acquisition.  Interest  expense for the remainder of 1997 is  expected
to  continue to  outpace 1996  levels as  the  Company expects  borrowings under
revolving lines  of credit to increase  as sales grow, and the  Company plans to
continue  to use long-term debt  to finance certain  equipment purchases.  Also,
any investments beyond modest requirements related to sales growth could require
additional debt or equity financing which would impact future levels of interest
expense.

The U.S.  parent company  and each  of its  subsidiaries are  separate legal and
taxable  entities  subject  to  the domestic  or  foreign  taxes  pertaining  to
operations in their respective jurisdictions.  For tax purposes, the U.S. parent
company,  and most of  its subsidiaries,  have unused net operating  losses from
prior years which can be utilized to reduce future years' taxable income  of the
respective entities.  The availability of these net operating losses is governed
by applicable  domestic and foreign  tax rules  and regulations,  some of  which
limit the utilization of  such losses due to minimum tax requirements  and other
provisions.   Income tax  expense  as presented  in the  Consolidated  Financial
Statements represents  the combined income tax expense and income tax credits of
all of the entities of the Company.
  
After  consideration of  the effect  of the  utilization of  net operating  loss
carryforwards,  income tax expense was $105,000 for the first six months of 1997
($60,000 for the second quarter), compared to $148,000 for  the first six months
of 1996 ($112,000 for the second quarter).  Fluctuations in the amount of income
taxes  arise primarily from the varying combinations of income and losses of the
Company's subsidiaries  in the various domestic  and foreign  tax jurisdictions,
including  the utilization of net operating loss carryforwards  in many of those
jurisdictions.   The U.S. parent  company has a net  operating loss carryforward
for  U.S. Federal tax purposes but  has no net operating  loss carryforwards for
state income tax purposes.

LIQUIDITY AND SOURCES OF CAPITAL

In the first half of 1997, the Company had  a positive cash flow from operations
of approximately $230,000 compared  with a positive cash flow from operations in
the  first half  of  1996  of approximately  $50,000.   In  1997,  the Company's
investing  activities consisted of the  acquisition of CompuType  (see note 2 to
the  Consolidated Financial Statements) and the  acquisition of equipment needed
to maintain  or upgrade  production capability.  In  1996, investing  activities
consisted of the acquisition of equipment.

Financing  activities  for both  periods included  fluctuations  in  the amounts
utilized under  bank  lines of  credit used  to  finance the  Company's  working
capital  needs,  and  changes  in  outstanding debt  used  to  finance equipment
purchases.   Additionally, in  1997 the Company obtained  a long-term  unsecured
loan  for approximately  $330,000 used  to finance  a  portion of  the CompuType
acquisition.  In  1997, the Company's non-cash financing activities  include the
conversion by  a shareholder  of certain  of the  Company's Preferred  Stock  to
Common  Stock,  as described  in  more  detail  in note  4  to the  Consolidated
Financial Statements.

As  of June 30, 1997, the Company's cash and cash equivalents were approximately
$1.4  million, representing  an  increase of  approximately $300,000  during the
first  half of  1997.   At June  30, 1997,  the Company  had working  capital of
approximately $2.4 million compared to $2.3 million at December 31, 1996.

The  Company's primary  working capital  requirements relate  to the  funding of
accounts receivable.  The  Company funds some of its working capital  needs with
various  lines of credit with  financial institutions  in the U.S.,  Canada, the
U.K., Germany and  Spain.  Most of  the lines of credit are secured  by accounts
receivable and other assets of  the Company or its subsidiaries.  As of June 30,
1997,   the  Company  had  unused   amounts  under  these  lines  of  credit  of
approximately  $580,000. Additionally,  in  July  1997, the  Company  obtained a
mortgage  with a bank  in Spain  for approximately  $150,000 (see note 3  to the
Consolidated Financial Statements).

Provided the  Company remains  profitable, the Company believes  the   available
amounts  under  lines  of  credit combined  with  current  working  capital  are
sufficient to fund  the Company's  operations at current  levels and  enable the
Company to grow  at a  modest level, without  the need  to seek  significant new
sources of  capital.  Most of  the Company's  credit facilities  are subject  to
annual renewals and the Company  expects them to be renewed on substantially the
same terms as those which currently exist.   In addition, the Company expects to
be  able to  increase the  maximum amounts  which can  be borrowed  under credit
facilities  if the  Company's  sales increase  and  if  the Company  can  remain
profitable over the long term.  Some of the banks which have loaned funds to the
Company's subsidiaries  under the  credit  facilities  referred to  above,  have
placed  certain limits  on the  flow of  cash outside the  respective countries.
Such limitations have not been  an undue burden to the Company  in the past, nor
are they expected to be unduly burdensome in the foreseeable future. 

The  Company has no  present significant  commitments for  capital expenditures,
which generally  consist of computer equipment  and related  peripheral hardware
and  software.   Capital expenditures  in  future periods  are expected  to vary
according to the overall  growth of the Company.   The Company plans to  acquire
and  place  additional  translation  services  workstations  in  its  offices in
connection with future orders from  customers, as such orders are received.  The
Company expects  to finance a certain portion of future  equipment costs through
bank and/or leasing sources, similar to the financing arrangements entered  into
in recent periods.  

As described in more detail in note 2 to  the Consolidated Financial Statements,
in  January  1997  the Company  acquired  a  U.K.-based  business  for  cash  of
approximately  $550,000, most of which was financed.  While there are no current
commitments or  plans, the  Company may pursue other  acquisitions worldwide  or
open additional offices  in strategic locations,   as client demands dictate and
opportunities  arise.   The costs to  open most offices have  generally not been
substantial and have been primarily related to the  procurement of computers and
other  translation-related  equipment  and,  in  certain  instances, for  office
premises.   The Tokyo office,  opened in  early 1996, was  an exception  to this
general situation, due both to the larger size of that office and the  high cost
of doing business in Japan.  The costs of any additional offices to be opened in
the future can also  be expected to  vary based on  size and location and  could
require certain amounts of cash beyond the amount that  can be generated through
operations, depending on profitability.

As of  December 31, 1996, the  Company closed its Switzerland  office and in May
1997 closed  its Hong Kong office.   In addition,  a restructuring of  the Paris
office took  place in early  1997.  These office closures  and the restructuring
have had or will have a  negative effect on cash flow of approximately $200,000.
No other significant office closures or restructurings are currently planned.

The  Company believes  it has  the ability  to issue  additional debt  or equity
securities  if necessary, but does  not currently have any firm  plans to do so.
In past  years, the Company has  relied on major shareholders  of the Company to
fund certain obligations, but the Company has no firm  commitments from, nor are
there any  obligations of, any such  shareholders to provide  any debt or equity
funds  to the Company.   In  order for  the Company  to fund  investments beyond
modest growth in operations, such as  for significantly new or expanded services
or product lines, additional debt or equity funds will likely be required.

Management  believes that current working capital  together with available lines
of credit will enable the Company to meet its financial obligations during 1997.
It is more difficult  to assess cash  flows beyond 1997  and the ability of  the
Company  to  meet  its  commitments  without additional  sources  of  capital is
directly related  to the  Company's operations providing a  positive cash  flow.
Should the Company's operations  fail to provide adequate funds to enable  it to
meet its future financial obligations, management has the option, because of the
Company's  organizational structure,  to  cut costs  by  selectively eliminating
operations which are not contributing to the Company financially, as was done by
closing the Switzerland and Hong Kong offices.  

Inflation  has  not  been  a  significant factor  in  the  Company's operations.
Competition, however, has been and is expected to remain a major factor.  To the
extent permitted by competition and general economic and market conditions,  the
Company will pass on increased costs from inflation and operations to clients by
increasing prices.

Due to prior years'  operating losses, the Company and many of  its subsidiaries
have net operating loss carryforwards available to offset future taxable  income
in  the various  countries in  which the  Company  operates.   As a  result, the
Company historically  has not  had significant income  tax liabilities requiring
the  expenditure  of  cash.    Due to  currently  available  net operating  loss
carryforwards, the Company  expects this general trend to continue  through 1997
and for several years into the future, for those offices acquired many years ago
which  have  sustained  large losses  in  previous years.    The  levels of  net
operating  losses available to  offset future taxable income  are generally much
lower for the new offices opened in recent years.  

Substantially all  of the Company's  deferred tax  assets at June  30, 1997 were
comprised of net operating loss carryforwards for which the Company has provided
allowances.  The ability of the Company  to utilize these loss carryforwards  in
the future  is dependent on profitable  operations in  the various countries  in
which loss carryforwards exist, and the specific rules and regulations governing
the utilization of such losses, including the dates by which  the losses must be
used.

CAUTIONARY STATEMENT

The statements in  this Management's Discussion and  Analysis that are not based
on historical data are forward looking, including for example, information about
future sales growth in various countries in future periods;  expected changes in
the levels of various expenses, including income taxes;  the Company's plans for
future  investments in new  offices, services, or products;  and financing plans
and expectations. 

Forward  looking  statements  contained  in  this  Management's  Discussion  and
Analysis  involve  numerous  risks and  uncertainties  that could  cause  actual
results to be  materially different  from estimated or expected  results.   Such
risks and uncertainties include, among many others, fluctuating foreign currency
exchange rates, changing levels of demand for the Company's services, the effect
of constantly changing general economic  and political conditions in  all of the
various countries in which the Company has operations, the impact of competitive
services and pricing,  uncertainties caused by clients (including the  timing of
projects and  changes in the scope  of services requested),  and other risks and
uncertainties  that  may  be  disclosed  from  time  to  time  in future  public
statements  or in documents  filed with the Securities  and Exchange Commission.
As a result, no assurance can be given as to future results.


                           PART II:  OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)  The following exhibits are included herein:

       11  Statement Re: Computation of Per Share Earnings
       21  Subsidiaries of Registrant
       27  Financial Data Schedule

(b)  The Company has filed the following reports on Form 8-K during the
      three months ended June 30, 1997.

Date of                                   
Report    Item Reported                   
                         
05/07/97  ALPNET Announces First Quarter 1997 Results


                                   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.


                                          ALPNET, INC.
                                          Registrant


Date: 11 August 1997                      /s/ Michael F. Eichner
                                          Michael F. Eichner
                                          Chairman of the Board


Date: 11 August 1997                      /s/ D. Kerry Stubbs
                                          D. Kerry Stubbs
                                          Chief Financial Officer