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 March 31, 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 May 12, 1997 was 18,536,196.


ALPNET, INC. AND SUBSIDIARIES

                                      INDEX

<TABLE>
PART I.  FINANCIAL INFORMATION
<S>      <C>
Item 1.  Consolidated Financial Statements (Unaudited):

         Consolidated Statements of Operations--Three months ended March 31, 1997
          and 1996  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

         Consolidated Balance Sheets--March 31, 1997 and December 31, 1996  . . . . . . . . . . . . . .

         Consolidated Statements of Cash Flows--Three months ended March 31, 1997
          and 1996  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

         Notes to Consolidated Financial Statements--March 31, 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  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
</TABLE>

ITEM 1: CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

<TABLE>
ALPNET, INC. AND SUBSIDIARIES

Consolidated Statements of Operations (Unaudited)

<CAPTION>
                                                                    Three Months Ended March 31
Thousands of dollars and shares                                    1997                     1996
<S>                                                              <C>                      <C> 
SALES OF SERVICES                                                $8,767                   $6,488

OPERATING EXPENSES:
  Cost of services sold                                           7,421                    5,163
  Selling, general and administrative   
    expenses                                                      1,614                    1,087
  Development costs                                                 108                       50
  Amortization of goodwill                                           98                       90
Total operating expenses                                          9,241                    6,390

OPERATING INCOME (LOSS)                                            (474)                      98

Interest expense, net                                                57                       33
Income (loss) before income taxes                                  (531)                      65

Income taxes                                                         45                       36

NET INCOME (LOSS)                                                $ (576)                  $   29

NET INCOME (LOSS) PER SHARE                                      $(.032)                  $ .001

Weighted average shares of Common 
  Stock and Common Stock equivalents 
  outstanding                                                    18,029                   25,544

See accompanying notes.
</TABLE>

<TABLE>
ALPNET, INC. AND SUBSIDIARIES

Consolidated Balance Sheets (Unaudited)

<CAPTION>
                                                                  March 31             December 31 
Thousands of dollars                                                1997                   1996

ASSETS
<S>                                                              <C>                    <C> 
CURRENT ASSETS:
  Cash and cash equivalents                                      $   919                $ 1,034                   
  Trade accounts receivable, less allowance of 
    $248 in 1997 and $219 in 1996                                  6,960                  6,529
  Work-in-process                                                    560                    487
  Prepaid expenses and other                                         859                    949
Total current assets                                               9,298                  8,999

PROPERTY, EQUIPMENT AND LEASEHOLD
  IMPROVEMENTS:
    Office facilities and leasehold 
     improvements                                                    313                    318
    Equipment                                                      5,143                  4,789
                                                                   5,456                  5,107
    Less accumulated depreciation and
     amortization                                                  3,593                  3,236
Net property, equipment and leasehold 
  improvements                                                     1,863                  1,871

OTHER ASSETS:
  Goodwill, less accumulated amortization 
     of $3,303 in 1997 and $3,380 in 1996                          6,094                  6,087
  Other                                                              279                    310
Total other assets                                                 6,373                  6,397

TOTAL ASSETS                                                     $17,534                $17,267

See accompanying notes.
</TABLE>

<TABLE>
ALPNET, INC. AND SUBSIDIARIES

Consolidated Balance Sheets (Unaudited)--continued

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

LIABILITIES AND SHAREHOLDERS' EQUITY
<S>                                                             <C>                    <C> 
CURRENT LIABILITIES:
  Notes payable to banks                                        $ 2,667                $ 1,959 
  Accounts payable                                                2,100                  2,225 
  Accrued payroll and related benefits                              789                    922 
  Other accrued expenses                                          1,263                    897 
  Deferred revenue                                                  385                    391 
  Income taxes payable                                              110                     53 
  Current portion of long-term debt                                 356                    203                    
Total current liabilities                                         7,670                  6,650 

Long-term debt, less current portion                                521                    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 
    18,536 shares in 1997 and 17,883 shares 
    in 1996                                                      40,515                 40,228 
  Accumulated deficit                                           (31,309)               (30,733)
  Equity adjustment from foreign currency translation            (1,671)                (1,235)
Total shareholders' equity                                        9,343                 10,355 

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                      $17,534                $17,267 

See accompanying notes.
</TABLE>

<TABLE>
ALPNET, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows (Unaudited)

<CAPTION>
                                                                             Three Months Ended March 31
Thousands of dollars                                                            1997             1996
<S>                                                                           <C>              <C> 
OPERATING ACTIVITIES:
  Net income (loss)                                                           $ (576)          $   29 
  Adjustments to reconcile net income (loss) to 
    net cash provided by (used in) operating activities:
     Depreciation and amortization of property, 
       equipment and leasehold improvements                                      166               93 
     Amortization of goodwill                                                     98               90 
     Other                                                                        56              (36)
     Changes in operating assets and liabilities, net of effect
         of acquisition:
       Trade accounts receivable                                                (416)             417 
       Accounts payable and accrued expenses                                     199              103 
       Other                                                                      46             (270)
Net cash provided by (used in) operating activities                             (427)             426 

INVESTING ACTIVITIES:
  Purchase of property, equipment and 
    leasehold improvements                                                      (183)            (104)
  Payment for acquisition, net of cash acquired                                 (508)               - 
Net cash used in investing activities                                           (691)            (104)

FINANCING ACTIVITIES:
  Proceeds from notes payable to banks                                           771              355 
  Principal payments on notes payable to banks                                   (13)            (261)
  Proceeds from long-term debt                                                   395                - 
  Principal payments on long-term debt                                          (115)             (35)
Net cash provided by financing activities                                      1,038               59 
 
Effect of exchange rate changes on cash                                          (35)              (6)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                            (115)             375 

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

CASH AND CASH EQUIVALENTS AT END OF PERIOD                                    $  919           $1,408 
 
CASH PAID DURING THE PERIOD FOR:
  Interest                                                                       $57              $33 
  Income taxes                                                                     8               42 

See accompanying notes.
</TABLE>

ALPNET, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

March 31, 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  only  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  was
  recorded as goodwill and  which is being amortized on the straight-line method
  over 12  years.  The acquisition  was financed  primarily  by  (1) a  UK pound
  200,000 (approximately $320,000)  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  UK pounds (approximately  $160,000) 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 March 31, 1997, were approximately $330,000.

3.  BORROWINGS

  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
  March  31,  1997,  approximately  $310,000  was  borrowed  under  this  credit
  facility. Also,  in May 1997,  the Company's  secured credit  facility with  a
  German  bank was increased from  a maximum limit of  DM 600,000 (approximately
  $360,000) to a maximum limit of DM 750,000 (approximately $450,000).

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.  The 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  has  complied  with  all  aspects  of 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  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
year.  The resultant cumulative foreign  currency adjustments to the  assets and
liabilities  are recorded as a separate component of  shareholders' equity.  The
first quarter  1997  foreign currency  equity adjustment  was negative  $436,000
compared  to a  negative adjustment of  $191,000 for the first  quarter 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 March 31, 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  quarter of 1997, the Company recorded a net benefit of $88,000 for
gains  on foreign exchange transactions.   Substantially all of this benefit was
recorded  in the U.K. and a majority of the  U.K. gain resulted from a weakening
of the UK pound from December 31, 1996 to March 31, 1997.  Because the Company's
U.K. subsidiary had a large amount of US$ denominated receivables outstanding as
of December 31,  1996,  the Company  recorded a  significant 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 quarter of
1996, exchange  adjustments resulting from foreign  currency transactions  which
were 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.  Since the Company
has  relatively few  long-term monetary  assets and  liabilities denominated  in
currencies other  than the  U.S. dollar,  it 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 months
ended  March 31, 1997 as  compared with the  three months ended  March 31, 1996,
including  the  significant effects  of  fluctuating  foreign  currency exchange
rates. 

The Company reported a net loss of $576,000 for the three months ended March 31,
1997, compared to net income of $29,000 for the first three months  of 1996.  If
foreign currency exchange  rates for 1997 had  remained unchanged from 1996, the
Company  would have  recorded a  net loss  of $622,000  instead of  $576,000 and
therefore currency exchange rate fluctuations had a positive effect on  reported
first quarter 1997 results.

Sales of  services were $8.8 million for the three  months ended March 31, 1997,
compared  to $6.5 million for  the three months ended  March 31, 1996.  The $2.3
million  increase in reported sales for  1997 consisted of an  increase in sales
volume of $2.4 million and a decrease of $147,000 due to currency exchange  rate
variances. The  increase in sales volume  in the first quarter  of 1997 over the
first quarter  of 1996  is 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
increasing  emphasis on  online  services  (including the  Internet) both  as  a
marketing tool and as a means to communicate with 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 three months ended March 31, 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
                            Three Months                Sales of Services due to      Total   
                           Ended March 31                Sales         Currency     Increase 
                          1997         1996             Volume       Fluctuations  (Decrease)
<S>                     <C>          <C>                <C>             <C>          <C>     
United States           $1,874       $  669             $1,205          $   -        $1,205 
Canada                   1,287          962                316              9           325 
Europe                   6,287        5,389              1,112           (214)          898 
Asia                       874          575                333            (34)          299 
Eliminations            (1,555)      (1,107)              (540)            92          (448)
Total Sales             $8,767       $6,488             $2,426          $(147)       $2,279
</TABLE>

As shown in the above table, every major  geographical region reported increased
sales in  1997 over  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 $1.2 million or 180% in 1997 over 1996.  Historically, U.S.
sales have fluctuated  widely from period to  period due to industry  conditions
which were  often less predictable  and stable than  those found in  some of the
Company's foreign markets.   Such conditions were characterized by  the relative
inexperience of many U.S. companies in translation and localization of language,
as   it  related  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, resulted in an order  stream which has varied from
period to period, but which has improved dramatically over the past year.

U.S. sales  increased significantly from 1996 to 1997, due  largely to a rise 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  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 180% achieved in the first quarter of 1997
is unlikely to be sustained throughout the year.

Canada's  reported sales  for 1997  represented an  increase over  1996 of  34%,
almost all of  which is related  to actual increases  in sales volume  with very
little effect from fluctuating foreign currency exchange rates.  The increase in
sales in  Canada was  due primarily  to ongoing  aggressive marketing  and sales
efforts,  the  procurement  of  new  large  long-term  contracts  and  increased
international  trading. These increases in sales have occurred despite continued
economic  and political challenges in Canada, which are  still present and which
could  eventually  depress  sales  if  the economy  or  the  political situation
deteriorates in the  future.  Nevertheless, due  primarily to several new  large
multi-year  contracts, which  were negotiated  in 1996,  but which  didn't 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  $6.3 million represented approximately  61% of the
Company's consolidated sales and grew  by $900,000 over 1996 sales levels, or by
17% year  over year  (21% absent  the effects  of  fluctuating foreign  currency
exchange rates).  Sales increased in every European country in which the Company
has  offices,  except  in  Spain,  which  experienced  a  22%  decline,  and  in
Switzerland, which  was closed  at the  end of  1996.   Most of the  increase in
European sales  was the result of  a 34%  growth rate in  Germany, which is  the
Company's second largest  single market, and in the Netherlands,  which recorded
sales of  approximately $250,000 in  1997 but had essentially no  sales in 1996.
The U.K., the Company's largest market, experienced only a  3% increase in sales
from 1996 to 1997.   The U.K. and  Germany accounted for  86% of Europe's  total
sales in 1997, compared to 87% in 1996.

The  U.K. growth rate of 3% is  much lower than the  growth rates experienced in
recent years and was due primarily to decreased sales from the Company's largest
client  as this client  reduced the number and  size of purchase  orders in 1997
from historical levels.  This decrease was tempered by the sales of CompuType, a
company  acquired in  January 1997  (see  note 2  to the  Consolidated Financial
Statements).   Primarily  because of  the acquisition  of CompuType,  management
expects reported sales in the  U.K. to continue to increase, but the actual rate
of increase  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
quarter  of 1996.   Due largely  to a  very sluggish  economy, evidenced  by the
unemployment rate  which increased  to post WWII  highs in  1996, the  Company's
sales in Germany were unusually low  in early 1996.  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 will
likely 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.   The  Belgium office  is  a high  volume, high  quality
production facility servicing the needs of other ALPNET offices.   The other new
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 $874,000 in 1997 grew by 52% over 1996 levels, with relatively
little  effect  from  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 by opening an office in Tokyo.
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 has
begun to sell  to Japanese clients  in 1997, which is  expected to help  further
accelerate sales growth in Asia in 1997.  

While the growth rate in Asian sales was high from 1996 to  1997, in general the
capacity developed  in 1996 was  underutilized in the first quarter  of 1997 and
contributed to the operating loss sustained in the quarter.  Management does not
expect this underutilization situation to continue, due to increases in customer
orders for work to be produced into the major Asian languages.  The Company will
close  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 the
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 the  year  1996,  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 in 1997.  Nevertheless, 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 quarter  of
1997,  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  were $1.6  million in  1997  and
increased over the prior year level by 48%.  These increases were due to several
factors, including the overall growth of existing offices and the opening of new
offices;  increased marketing and sales efforts in all of the Company's markets;
certain  costs  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   $108,000  in  1997  compared  to  $50,000   in  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 to be
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 was $57,000 in 1997, which was $24,000 higher than in 1996.
The  increase was  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  in future  periods is  expected  to
increase somewhat over recent levels as the Company plans to increase borrowings
under revolving lines  of credit as sales grow, and 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  $45,000 in 1997, compared  to $36,000 in
1996.   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 no net operating loss carryforwards for state income tax purposes.

LIQUIDITY AND SOURCES OF CAPITAL

In  the first  quarter of  1997,  the  Company had  a  negative  cash flow  from
operations of  approximately $430,000  compared with a positive  cash flow  from
operations in  the first quarter  of 1996 of  $430,000.  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 primarily 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  $320,000 used  to  finance a  portion of  the CompuType
acquisition. In  1997, the Company's non-cash financing  activities included 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 March 31, 1997, the Company's cash and cash equivalents were approximately
$900,000, representing  a decrease  of approximately  $100,000 during  the first
quarter  of  1997.   At  March  31,  1997, the  Company  had working  capital of
approximately $1.6 million  compared to $2.3 million at  December 31, 1996.  The
decrease in working capital during the quarter was attributable primarily to the
net loss incurred in the period.

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 March 31,
1997,  the  Company  had   unused  amounts  under  these   lines  of  credit  of
approximately  $360,000.  Additionally, in  May  1997,  the  Company's borrowing
capacity  under  a  credit  facility  with  a  German  bank   was  increased  by
approximately $90,000 (see note 3 to the Consolidated Financial Statements).

The Company  believes the available  amounts under these lines  of credit, along
with current working capital, are sufficient to fund the Company's operations at
current levels provided the Company can return to profitability soon, as well as
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 also open additional offices in strategic
locations or pursue other acquisitions worldwide, 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 will close 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 and available lines of  credit,
together with increased revenues, 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 office in 1996 and the Hong
Kong office in May 1997.  

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
and 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  March 31, 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),  or 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

          27  Financial Data Schedule

(b)       The Company has filed the following reports on Form 8-K during the
          three months ended March 31, 1997.

Date of                                   
Report    Item Reported                                          
                         
03/13/97  ALPNET Announces Unaudited 1996 Results and ALPNET Announces 20%
          Increase in Sales


                                   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:  12 May 1997                        \s\  Thomas F. Seal       
                                          Thomas F. Seal
                                          President and Chief Executive Officer


Date:  12 May 1997                        \s\  D. Kerry Stubbs  
                                          D. Kerry Stubbs
                                          Chief Financial Officer