SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-Q

(Mark One)

/ X /     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES
     EXCHANGE ACT OF 1934

For the quarterly period ended          April 2, 1999                         

                                       OR

/    /    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

For the transition period from                      to                     


                         Commission file number 1-9348

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


      DELAWARE                                          63-0737870            
(State or other jurisdiction of
incorporation or organization)                           (I.R.S.  Employer
                                                        Identification Number)


      ONE MAGNUM PASS, MOBILE, AL                       36618                 
(Address of principal executive offices)                       (Zip Code)


                                 (334) 633-4300                               
(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             


      APPLICABLE ONLY  TO CORPORATE  ISSUERS:   Indicate  the number  of  shares
outstanding of the issuer's common stock, as of the latest practicable date
      10,704,335 at April 30, 1999.


                           QMS, INC. AND SUBSIDIARIES

                                     INDEX

<TABLE>
<S>                                                    <C>

PART I - FINANCIAL INFORMATION                                                                   PAGE NUMBER

  Item 1.  Financial Statements
     Condensed Consolidated Balance Sheets
       (unaudited) as of April 2, 1999, and
       January 1, 1999                                                                            3 - 4
     Condensed Consolidated Statements of Operations
       (unaudited) for the three months ended
       April 2, 1999, and April 3, 1998                                                             5
     Condensed Consolidated Statements of Comprehensive
       Income (Loss) (unaudited) for the three months ended
       April 2, 1999, and April 3, 1998                                                             6
     Condensed Consolidated Statements of Cash Flows
       (unaudited) for the three months ended
       April 2, 1999, and April 3, 1998                                                             7
     Notes to Condensed Consolidated Financial Statements
       (unaudited)                                                                                8 - 9

  Item 2.  Management's Discussion and Analysis of Financial
        Condition and Results of Operations                                                      10 - 14

  Item 3.  Quantitative and Qualitative Disclosures About
        Market Risk                                                                                 15


PART II - OTHER INFORMATION                                                                         16

  Item 1.         Legal Proceedings
  Item 2.         Changes in Securities
  Item 3.         Defaults upon Senior Securities
  Item 4.         Submission of Matters to a Vote of Security Holders
  Item 5.         Other Information
  Item 6.         (a)   Exhibits
                  (b)   Reports on Form 8 - K

SIGNATURES                                                                                           17

</TABLE>


                           QMS, INC. AND SUBSIDIARIES

                         PART I - FINANCIAL INFORMATION
                         ITEM 1.  FINANCIAL STATEMENTS

                     CONDENSED CONSOLIDATED BALANCE SHEETS
                    as of April 2, 1999, and January 1, 1999
                                  (Unaudited)


<TABLE>
<S>                                                                                  <C>                 <C>
                                                                                     April 2,            January 1,
in thousands                                                                          1999                 1999        

ASSETS

CURRENT ASSETS
    Cash and Cash Equivalents                                                      $       1,005         $       1,707
    Trade Receivables (less allowance for doubtful
      accounts of $520 at April 2, 1999, and $484
      at January 1, 1999)                                                                 27,747                22,747
    Note Receivable, Net                                                                     239                   146
    Inventories:
         Raw Materials                                                                    11,563                 6,419
         Work in Process                                                                   2,414                 2,132
         Finished Goods                                                                   21,116                20,767
         Inventory Reserves                                                               (5,191)               (3,629)
                                                                                          -------               -------  
             Total Inventories, Net                                                       29,902                25,689
    Other Current Assets                                                                   3,186                 2,944
                                                                                          -------               ------- 
         Total Current Assets                                                             62,079                53,233
                                                                                          -------               -------
  
PROPERTY, PLANT, AND EQUIPMENT                                                            37,770                35,990
    Less Accumulated Depreciation                                                         31,635                31,255
                                                                                          -------               -------      
         Total Property, Plant, and Equipment, Net                                         6,135                 4,735

CAPITALIZED AND DEFERRED SOFTWARE                                                         10,477                10,155

PREPAID RENT (Note 6)                                                                      1,300                 1,300

OTHER ASSETS, NET                                                                            798                   871
                                                                                           ------                ------

       TOTAL ASSETS                                                                   $    80,789         $      70,294
                                                                                           ======                ======            

See Notes to Condensed Consolidated Financial Statements


                                                     QMS, INC. AND SUBSIDIARIES

                                               CONDENSED CONSOLIDATED BALANCE SHEETS
                                             as of  April 2, 1999, and January 1, 1999
                                                            (Unaudited)

                                                                                         April 2,         January 1,
in thousands                                                                             1999                1999      

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
    Accounts Payable                                                               $      22,157         $      14,363
    Revolving Credit Loan and Short-Term Debt                                             10,837                 7,306
    Current Maturities of Capital Lease Obligations                                          422                   218
    Employment Costs                                                                       3,343                 3,851
    Deferred Service Revenue                                                               7,817                 7,453
    Other Current Liabilities :
         Warranty Accrual                                                                  1,341                 1,298
         Accrued Management Transition Expenses                                              644                   644
         Other                                                                             3,000                 3,708
                                                                                           ------                -----             
       Total Other Current Liabilities                                                     4,985                 5,650
                                                                                          -------               ------  
                Total Current Liabilities                                                 49,561                38,841
                                                                                          -------               ------ 
CAPITAL LEASE OBLIGATIONS                                                                  1,429                   326


OTHER LIABILITIES
    Deferred Service Revenue                                                                 775                   839
    Deferred Compensation                                                                  2,613                 2,638
    Accrued Management Transition Expenses                                                   405                   421
    Other Liabilities                                                                        680                   790
                                                                                          ------                 ----- 
         Total Other Liabilities                                                           4,473                 4,688
                                                                                          ------                ------ 
STOCKHOLDERS' EQUITY                                                                      25,326                26,439
                                                                                          ------                ------ 
    TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                     $      80,789         $      70,294
                                                                                          ======                ====== 
See Notes to Condensed Consolidated Financial Statements
</TABLE>



                           QMS, INC. AND SUBSIDIARIES

                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
          For the Three Months Ended April 2, 1999, and April 3, 1998
                                   (Unaudited)



<TABLE>
<S>                                                                 <C>                        <C>

                                                                             Three Months Ended
                                                                         April 2,                 April 3,
in thousands, except per share amounts                                    1999                      1998      

NET SALES                                                            
    Printers and Supplies                                           $        35,827           $        24,971
    Service                                                                   7,539                     9,650
                                                                             ------                    ------              
         Total Net Sales                                                     43,366                    34,621
                                                                             ------                    ------    
COST OF GOODS SOLD
    Printers and Supplies                                                    28,534                    18,275
    Service                                                                   4,791                     6,244
                                                                             ------                    ------
         Total Cost of Goods Sold                                            33,325                    24,519
                                                                             ------                    ------ 
GROSS PROFIT
    Printers and Supplies                                                     7,293                     6,696
    Service                                                                   2,748                     3,406
                                                                             ------                    ------
         Total Gross Profit                                                  10,041                    10,102
                                                                             ------                    ------

OPERATING EXPENSES                                                           10,640                     9,512
                                                                             ------                    ------
OPERATING INCOME  (LOSS)                                                       (599)                      590
                                                                                   
OTHER INCOME (EXPENSE)
    Interest Income                                                              26                        90
    Interest Expense                                                           (247)                     (113)
    Miscellaneous Expense, Net                                                  (37)                      (39)
                                                                               -----                     -----
         Total Other Expense, Net                                              (258)                      (62)
                                                                               -----                     -----      

INCOME (LOSS) BEFORE INCOME TAXES                                              (857)                      528

INCOME TAX PROVISION                                                             34                        51
                                                                               -----                     -----  

NET INCOME (LOSS)                                                   $          (891)          $           477
                                                                               =====                     ===== 
EARNINGS (LOSS) PER COMMON SHARE (Note 3)
    Basic and Diluted                                               $         (0.08)          $          0.04

SHARES USED IN PER SHARE COMPUTATION (Note 3)
    Basic                                                                    10,700                    10,697
    Diluted                                                                  10,700                    10,768

See Notes to Condensed Consolidated Financial Statements


                           QMS, INC. AND SUBSIDIARIES

        CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
          For the Three Months Ended April 2, 1999, and April 3, 1998
                                   (Unaudited)


                                                                             Three Months Ended
                                                                        April 2,                   April 3,
in thousands                                                              1999                       1998      

Net Income (Loss)                                                   $          (891)          $           477

Other Comprehensive Income (Loss), Net of Taxes:

    Canadian  Currency Translation Adjustments                                  137                       (24)
    Japanese  Currency Translation Adjustments                                 (277)                        0
                                                                             -------                     -----
         Total Other Comprehensive Loss                                        (140)                      (24)
                                                                             -------                     -----

Comprehensive Income (Loss)                                         $        (1,031)          $            453
                                                                             =======                     =====

See Notes to Condensed Consolidated Financial Statements


                           QMS, INC. AND SUBSIDIARIES

                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
          For the Three Months Ended April 2, 1999, and April 3, 1999
                                   (Unaudited)

                                                                                          Three Months Ended
                                                                                     April 2,              April 3,
in thousands                                                                          1999                   1998       

Operating Activities:
    Net Income (Loss)                                                            $         (891)         $          477
    Adjustments to Reconcile Net Income (Loss) to Net Cash
        Provided by (Used in) Operating Activities:
         Depreciation of Property, Plant and Equipment                                      596                     514
         Amortization of Capitalized and Deferred Software                                2,288                   2,157
         Provision for Losses on Inventory                                                  717                     920
         Other                                                                               38                      (1)           
Net Change in Assets and Liabilities that Provided
        (Used) Cash:
         Trade Receivables                                                               (5,050)                 (2,836)
         Inventories, Net                                                                (4,930)                 (2,718)
         Accounts Payable                                                                 7,794                   3,288
         Other                                                                           (1,705)                   (637)
                                                                                         -------                 ------- 
             Net Cash Provided by (Used in) Operating Activities                         (1,143)                  1,164
                                                                                         -------                 -------
 
Investing Activities:
    Collections of Notes Receivable                                                         172                      54
    Purchase of Property, Plant and Equipment                                              (601)                   (982)
    Proceeds from Disposal of Property, Plant and Equipment                                  29                      15
    Additions to Capitalized and Deferred Software Costs                                 (2,610)                 (1,937)
                                                                                         -------                 -------  
          Net Cash Used in Investing Activities                                          (3,010)                 (2,850)
                                                                                         -------                 ------- 
Financing Activities:
    Proceeds from Debt                                                                    3,531                   2,493
    Payments of Debt and Capital Lease Obligations                                          (78)                   (562)
    Other                                                                                    (2)                    109
                                                                                         -------                 -------
         Net Cash Provided by Financing Activities                                        3,451                   2,040
                                                                                         -------                 -------
 
Net Change in Cash and Cash Equivalents                                                    (702)                    354
Cash and Cash Equivalents at Beginning of Period                                          1,707                     697
                                                                                         -------                 ------- 
Cash and Cash Equivalents at End of Period                                       $        1,005          $        1,051
                                                                                         =======                 ======= 
See Notes to Condensed Consolidated Financial Statements

</TABLE>

                           QMS, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


1.MANAGEMENT OPINION

  In the opinion of management, the condensed consolidated financial  statements
  reflect all adjustments necessary to present fairly the financial position  of
  the Company  as of April  2, 1999, the  results of operations  and changes  in
  cash flows for the three months  ended April 2, 1999, and April 3, 1998.   The
  results  of operations  for the  three months  ended April  2, 1999,  are  not
  necessarily  indicative of  the results  to be  expected for  the fiscal  year
  ending December 31,  1999.  Certain reclassifications  have been made to  1998
  amounts to conform to the 1999 presentation.


2.FISCAL YEAR CHANGE AND TRANSITION PERIOD

  On October 28, 1998, the Company's Board of Directors modified its  accounting
  periods effective  in fiscal 1999,  from a fiscal  year ending  on the  Friday
  closest to  September 30  to a  fiscal year ending  on the  Friday closest  to
  December 31.   In connection  with the fiscal  year change,  the Company  will
  include audited  financial statements  for the  three-month transition  period
  ended January 1,  1999, in its annual report on  Form 10-K for its new  fiscal
  year ended December 31, 1999.  This Form 10-Q is for the first quarter in  the
  Company's new fiscal year.


3.EARNINGS (LOSS) PER SHARE

  The Company  has adopted the provisions  of Statement of Financial  Accounting
  Standards ("SFAS") No. 128, "Earnings Per Share."  Basic and diluted  earnings
  (loss) per  share computations  are based on  the weighted  average number  of
  common shares  outstanding during the period  and the diluted earnings  (loss)
  per share also includes the dilutive  effect of the assumed exercise of  stock
  options and warrants.


4.COMPREHENSIVE INCOME (LOSS)

  The  Company  has  adopted   the  provisions  of  SFAS  No.  130,   "Reporting
  Comprehensive  Income." which  establishes  new  rules for  the  reporting  of
  comprehensive  income  and  its  components.    Comprehensive  income   (loss)
  consists of  net income (loss)  and foreign  currency translation  adjustments
  and is  reflected in the  Condensed Consolidated  Statements of  Comprehensive
  Income (Loss).  Due  to the Company's available operating loss  carryforwards,
  there  was  no  income  tax   effect  related  to  the  components  of   other
  comprehensive income  (loss) for  the three months  ended April  2, 1999,  and
  April 3, 1998.


5.RECENTLY ISSUED ACCOUNTING STANDARDS

  In June  1997, the Financial Accounting  Standards Board ("FASB") issued  SFAS
  No.  131,   "Disclosures  About  Segments   of  an   Enterprise  and   Related
  Information," which will be effective for the Company's annual 1999  financial
  statements.  Management has not yet  determined the effect of SFAS No. 131  on
  its financial statements.

  In  June 1998,  the  FASB issued  SFAS  No. 133,  "Accounting  for  Derivative
  Instruments and Hedging Activities,"  which will be effective for the  Company
  in fiscal 2000.  Management has not yet determined the effect of SFAS No.  133
  on its financial statements.


6.PREPAID RENT

  Since September  1997, the Company  has been out  of compliance  with the  Net
  Worth covenant contained in  the 1997 sale-leaseback agreement for the  Mobile
  headquarters.   The Company has obtained  a waiver of non-compliance  thorough
  December  31, 1999,  in exchange  for  $1.3 million  in  prepaid rent  and  an
  amendment to the sale-leaseback warrant agreement.

  At the  end of the waiver  period, the Company may  be out of compliance  with
  one or more  covenants contained in the lease  agreement.  Among the  remedies
  available to  the landlord is  the acceleration of  all rent  for the  initial
  lease term,  cancellation of  the lease, or  all other  remedies available  at
  law.  Management  believes over the next  year through further negotiations  a
  further extension of the waiver or  a permanent revision of the covenant  will
  be obtained.


7.REVOLVING CREDIT AGREEMENT

  The  revolving   credit  agreement,   entered  into   with  Foothill   Capital
  Corporation ("Foothill")  on November 17,  1995, includes  requirements for  a
  minimum  current ratio,  a  maximum total  liabilities  to equity  ratio,  and
  minimum levels of tangible net worth  and working capital.  At April 2,  1999,
  the  Company was  not in  compliance  with the  maximum total  liabilities  to
  equity ratio.   On April 30, 1999,  the Company's non-compliance was  remedied
  by a permanent revision of this requirement from Foothill.


8.COMMITMENTS AND CONTINGENCIES

  As of  April 2,  1999, the  Company had  a commitment  of approximately  $11.2
  million under contracts to  purchase print engines and related components  and
  approximately   $8.2  million   under  contracts   to  purchase   spares   and
  consumables.


  The Company  is a defendant  in various litigation  and claims  in the  normal
  course of business.  Based on consultation with the relevant counsel in  these
  matters, management  is of the  opinion that the  ultimate resolution of  such
  litigation  and claims  will not  materially  affect the  Company's  financial
  position, results of operations, or cash flows.

                           QMS, INC. AND SUBSIDIARIES

                         PART I - FINANCIAL INFORMATION
               ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS
________________________________________________________________________________

Results of Operations

Net loss for the three months ended April 2, 1999, was $891,000 on net sales  of
$43.4 million compared  to net  income of $477,000  for the  three months  ended
April 3, 1998, on net sales of $34.6 million.   This reduction in net income  is
due primarily to lower gross margin percentages and higher marketing expense.

Table 1 - Net Sales Comparisons for Key Product Groups


<TABLE>
<S>                                <C>                      <C>                      <C>
                                                       Three months ended                             
                                     April 2,                  April 3,
    (000's)                             1999                      1998                    Difference
--------------------------------------------------------------------------------------------------------
Hardware                           $       8,896             $       9,929              $      (1,033)
Consumables                                8,355                     8,286                         69
Service                                    7,539                     9,650                     (2,111)
Europe                                     9,065                     5,385                      3,680
Japan                                      9,446                       987                      8,459
All Other                                     65                       384                       (319)
--------------------------------------------------------------------------------------------------------
Total                              $      43,366             $      34,621              $       8,745
========================================================================================================

Table 2 - Hardware and International Sales Comparisons

                                                       Three months ended                             
                                    April 2,                   April 3,
    (000's)                             1999                      1998                   Difference
    Hardware Sales           
--------------------------------------------------------------------------------------------------------
U.S./Canada - Direct               $         543             $       3,614              $      (3,071)
U.S./Canada - Reseller                     7,035                     5,004                      2,031
Latin America & Other                        312                       517                       (205)
OEM                                        1,006                       794                        212
--------------------------------------------------------------------------------------------------------
Total Hardware -Western
Hemisphere                         $       8,896             $       9,929              $      (1,033)
=========================================================================================================

     Europe Sales            
Controller Boards                  $       5,243             $       3,125              $       2,118
Commissions                                3,822                     2,260                      1,562
---------------------------------------------------------------------------------------------------------
Total Europe                       $       9,065             $       5,385              $       3,680
=========================================================================================================
</TABLE>



Net sales for the  three months ended  April 2, 1999,  increased 25.3% from  net
sales for the three  months ended April  3, 1998.   While service revenues  were
down by  $2.1 million  (21.9%),  revenues in  Europe  and Japan  increased  $3.7
million (68.3%) and $8.5 million (857.0%), respectively.

The decline in service revenue is  due to lower sales  of spare parts and  fewer
service contracts.   Spare parts sales for the three months ended April 2, 1999,
decreased $824,000 (50.7%) from $1,625,000 for  the three months ended April  3,
1998, to $801,000  for the three months  ended April 2, 1999. This decrease  was
caused by abnormally large  spare parts sales in  the first calendar quarter  of
1998 due to new  OEMs and distributors building  up spare parts inventories  for
servicing their customers.

Excluding spare parts sales, service revenue decreased 16.0% from $8,025,000  to
$6,738,000.  The decline in service revenue reflects the decreasing cost of  new
printers and the tendency to replace rather than repair or maintain printers.

European revenue includes both  controller board sales  at cost and  commissions
earned on product  sales.   Controller board  sales and  commissions for  Europe
increased 67.8% and 69.1%,  respectively.  The increase  in European revenue  is
primarily from sales of color products.   European demand for color products  is
expected to remain strong throughout this year.

During the three months ended April  3, 1998, Japanese revenue included  product
and commission revenue for Japan, Korea,  and other Pacific Rim countries.  This
revenue was generated through an independent company, QMS Japan KK, which, until
September 1998, had exclusive rights to distribute QMS products throughout these
countries.   In  September 1998,  the  Company reestablished  its  wholly  owned
subsidiary in Japan.   Sales that had occurred  through a master distributor  in
Japan are  now being  made through  the Company's  Japanese subsidiary,  thereby
eliminating the  receipt  of commissions  on  distributor sales.    This  change
enables the Company  to pursue  and expand  OEM agreements  with other  Japanese
companies.

Hardware - Western Hemisphere  sales for the three  months ended April 2,  1999,
were $8.9 million,  a decrease of  10.4% over the  same period  ending April  3,
1998.  The direct market net sales were down $3.1 million (85.0%) for the  three
months ended April 2, 1999,  compared to the three  months ended April 3,  1998,
while the reseller  net sales increased  by $2.0 million  (40.6%), for the  same
period.   This shift  reflects the change implemented  in February 1998 to  move
from a direct sales force to  distributors and value-added resellers,  combining
direct and reseller sales channels.

Overall, the Company's gross profit decreased $61,000, from $10,102,000 for  the
three months ended  April 2,  1999, to $10,041,000  for the  three months  ended
April 3, 1998, as a result of lower margins on print system hardware.  While the
gross profit was  virtually unchanged, the  gross profit  margin decreased  from
29.2% to 23.2% of sales.   Hardware  margins in particular were down from  38.9%
to 20.0% of  sales due to  price competition for  color product.   In  addition,
reestablishing the  Japan subsidiary  decreased  profit margins  as  distributor
commissions were replaced with more typical sales margins.

The operating expenses increased $1,128,000 (from $9,512,000 to $10,640,000  for
the three  months ended  April 3,  1998, and  April 2,  1999, respectively)  but
decreased as a  percentage of  sales from  27.5% to  24.5%.   Of the  $1,128,000
increase in operating expenses, $833,000 was caused by the addition of  Japanese
operating expenses.   The  decrease in  spending  as a  percentage of  sales  is
primarily due to the  additional Japanese sales  but also reflects  management's
continued focus on controlling costs while growing revenue.

Total other income  and expense  was a  net expense  of $258,000  for the  three
months ended April 2, 1999, compared to a  net expense of $62,000 for the  three
months ended April 3,  1998.  This increase  in other expense is  a result of  a
$198,000 increase  in  net  interest expense  due  to  higher  revolving  credit
balances.

Income taxes  reflect estimated  foreign income  taxes required  by foreign  tax
treaties.

Financial Condition

The revolving  credit balance  increased $3.5  million  during the  quarter  due
primarily to an increase of $5.0 million in accounts receivable.  The growth  in
receivables was proportionate to the growth in sales for the quarter.

Accounts  payable  and  inventory  grew  by   $7.8  million  and  $4.2   million
respectively due to large inventory purchases during the quarter.   The  Company
purchased $8.3 million of  inventory with one foreign  supplier in exchange  for
lower prices and  90 day  terms.    At April  2, 1999,  the Company  had a  $5.8
million payable balance with this supplier which will be paid during the  coming
three months.  Inventory from the  supplier will decrease over the remainder  of
this year.

The Company expects accounts receivable and accounts payable to remain at higher
levels than the January 1, 1999, balances because of higher sales and production
volumes.

Liquidity and Capital Resources

During the three months ended April  2, 1999, the Company's working capital  and
capital  expenditure  requirements  came  principally  from  operations.     The
Company's net working capital as of April 2, 1999, was $12.5 million compared to
$14.4 million at January 1, 1999.

At April  2,  1999,  the Company  had  borrowings  of $10.8  million  under  the
revolving credit  facility with  Foothill Capital  Corporation ("Foothill")  and
cash on hand totaled $1.0 million.   Total borrowing capacity under this  credit
facility is a function of eligible accounts receivable and inventory.  At  April
2, 1999, total availability was  $13.5 million.  At  April 2, 1999, the  Company
was not  in  compliance with  the  maximum  total liabilities  to  equity  ratio
requirements.  On April 30, 1999, the Company's non-compliance was remedied by a
permanent revision of this requirement from Foothill.

In February 1999, the Company announced its intention to purchase QMS Europe and
QMS Australia.   The purchase will  cost $27 million  and is  expected to  occur
during the next quarter.  The  Company is evaluating new credit facilities  that
will replace the current credit facility and provide the necessary funds for the
acquisition as well as for working capital requirements.

The Company projects that acquisition costs  will be approximately $2.0  million
and has incurred $302,000 to date.

Foreign Currency Exchange Rates

The Company purchases print engine mechanisms and memory components from several
Japanese suppliers.  Fluctuations in Japanese  yen currency exchange rates  will
affect the prices of these products.   The Company may attempt to mitigate  some
negative impacts  through  yen-sharing  arrangements  with  suppliers;  however,
material price increases resulting  from unfavorable exchange rate  fluctuations
could adversely affect operating results.

The effect of yen fluctuations on material prices is also offset in part by yen-
based Japanese sales.   Roughly 20% of  all Company sales  are in Japanese  yen,
which causes sales and profit margins to increase when yen values increase.

Sale-Leaseback Agreement

Since September 1997, the Company has been out of compliance with the Net  Worth
covenant  contained  in  the  1997  sale-leaseback  agreement  for  the   Mobile
headquarters.   The Company  has obtained  a waiver  of non-compliance  thorough
December 31, 1999, in exchange for $1.3 million in prepaid rent and an amendment
to the sale-leaseback warrant agreement.

At the end of the waiver period, the Company  may be out of compliance with  one
or more  covenants  contained  in  the lease  agreement.    Among  the  remedies
available to the landlord is the acceleration of all rent for the initial  lease
term, cancellation  of  the lease,  or  all  other remedies  available  at  law.
Management believes over the  next year through  further negotiations a  further
extension of  the  waiver  or a  permanent  revision  of the  covenant  will  be
obtained.

Year 2000 Compliance

State of Readiness - In March 1997, the Company developed and began implementing
plans to review its purchased and  developed software for Year 2000  compliance.
The plan addresses the major areas listed below.

     1.    IT Systems and Applications

     The Company  has identified  218 internal  systems  and applications
     components; of these, 52  were identified as critical.   As of April
     2, 1999, all but two of these critical systems have been verified as
     Year 2000 compliant.  The remaining  two systems should be compliant
     by the end of May 1999.

     The Company has  contacted all critical  IT (information technology)
     systems  and  applications  vendors  and  has  received  letters  of
     compliance from them and system upgrades as required.  The Year 2000
     review for  IT systems  and applications  was completed  in November
     1998.  The last of the upgrades should be complete by May 1999.  The
     Company  has  performed   basic  component  testing   following  the
     guidelines defined  by  the  BSI  Year  2000 compliance  definition.
     Because of  the  testing  results  to  date,  the Company  does  not
     currently foresee  the  need for  additional  contingency  plans for
     these IT components.

     2.    Critical Non-IT Suppliers and Vendors

     The Company  has sent  Year  2000 compliance  questionnaires  to all
     critical non-IT suppliers and  vendors. The Company is  not aware of
     any anticipated Year  2000 non-compliance  issues by its  vendors or
     customers that  could  materially  affect  its business  operations;
     however, the Company does not control the systems of other companies
     and cannot assure  that such systems  will be converted  in a timely
     fashion and, if not  converted, would not have  an adverse effect on
     the Company's business operations.

     The Company  is  dependent upon  a  variety of  local  suppliers and
     vendors for  such  items  as  electrical  power, telephone  service,
     water, banking  services  and  other  necessary  commodities.    The
     Company is  not  currently  aware  of  any non-compliance  by  these
     vendors  that  will  materially   affect  its  business  operations;
     however, the  Company  does  not control  these  systems  and cannot
     assure that they will be  converted in a timely  fashion and, if not
     converted, would  not  have  an  adverse  effect  on  the  Company's
     business operations.

     3.    QMS Products

     The design of  the Company's  products precludes the  possibility of
     Year 2000 errors.   Date and time  information is passed  to the QMS
     printer by the host computer in real time.  The real-time clock used
     to apply the time stamp  to the accounting files  stores the year as
     four  digits  and  is   designed  to  correctly   handle  leap  year
     calculations, including  the  Year  2000.    All  QMS  hardware  and
     software are  designed  to  function properly  at  the  turn of  the
     century and beyond without any interruption in business.

Costs  -The  Company  has  concluded  all  necessary  purchases  and  has  spent
approximately $145,000 to date.  Additional external expenditures of $5,000  are
projected in connection with the Year 2000 remediation.

Risks and Reasonably Likely Worst Case Scenarios - Although the Company has  not
identified any specific areas of risk, general market Year 2000 problems outside
of the Company's control could have an adverse effect on the Company's operating
results.

Contingency and Business Continuation Plan - The Company will evaluate the  need
for a formal Year 2000 contingency plan by June 1999.

Recently Issued Accounting Standards

In June 1997, the Financial Accounting Standards Board ("FASB") issued SFAS  No.
131, "Disclosures  About Segments  of an  Enterprise and  Related  Information,"
which will  be effective  for the  Company's annual  1999 financial  statements.
Management has not yet determined  the effect of SFAS  No. 131 on its  financial
statements.

In June  1998,  the  FASB  issued  SFAS  No.  133,  "Accounting  for  Derivative
Instruments and Hedging Activities," which will be effective for the Company  in
fiscal 2000.  Management has not  yet determined the effect  of SFAS No. 133  on
its financial statements.


                           QMS, INC. AND SUBSIDIARIES

                         PART I - FINANCIAL INFORMATION
               ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES
                               ABOUT MARKET RISK
________________________________________________________________________________

The Company is exposed to market risk primarily from changes in foreign currency
exchange rates and to a lesser  extent interest rates.  The following  describes
the nature of the risks and demonstrates  that, in general, such market risk  is
not material to the Company.

Foreign Currency Exchange Risk

At October 2, 1998, the Company had sales in over 28 countries worldwide.  These
sales outside  the  United States  accounted  for approximately  25  percent  of
worldwide sales.   In  1999, the  Company expects  this percentage  to  increase
slightly with approximately  18% of sales  being in Japanese  yen.  Over  ninety
percent of  these foreign  sales  are denominated  in  currencies of  the  local
country.  As such, the Company's reported profits and cash flows are exposed  to
changing exchange rates.

To date, management  has not deemed  it cost-effective to  engage in a  formula-
based program of hedging the profits and cash flows of foreign operations  using
derivative financial instruments.   Because the  Company's foreign  subsidiaries
purchase significant quantities of inventory  payable in U.S. dollars,  managing
the level of inventory and related  payables and the rate of inventory  turnover
provides a level of protection against adverse changes in exchange rates.

In addition,  at any  point in  time, the  Company's foreign  subsidiaries  hold
financial assets and liabilities that are  denominated in currencies other  than
U.S. dollars.   These  financial assets  and  liabilities consist  primarily  of
short-term, third-party receivables  and payables.   Changes  in exchange  rates
affect these financial  assets and  liabilities.   For the  most part,  however,
these gains or losses arise from translation and, as such, do not  significantly
affect net income.

Prior to 1998, the  Company on occasion has  used derivatives to hedge  specific
risk situations involving foreign currency exposures.  No such derivatives  were
held at April 2, 1999.

Interest Rate Risk

The financial liabilities of the Company that are exposed to changes in interest
rates are limited  to short-term borrowings.   The stated  rate of interest  for
borrowings under the revolving credit agreement is one and one-half percent over
prime.    Management  believes  interest  rate  risk  for  the  Company  is  not
significant due to the relatively low short-term debt balance.


<PAGE>

                           QMS, INC. AND SUBSIDIARIES

                          PART II - OTHER INFORMATION
                               
ITEM 1 - LEGAL PROCEEDINGS

The Company is a defendant in various litigation and claims in the normal course
of business.   Based  on consultation  with various  counsel in  these  matters,
management is of the opinion that the ultimate resolution of such litigation and
claims will not materially affect the  Company's financial position, results  of
operations, or cash flows.

ITEM 2 - CHANGES IN SECURITIES - None.

ITEM 3 - DEFAULTS UPON SENIOR SECURITIES - None.

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The Company's Annual Meeting of Stockholders (the "Meeting") was held on January
27, 1999.   The  results of  the voting  on the  election of  directors were  as
follows:

<TABLE>
<S>                           <C>            <C>            <C>

     Nominee                                For                       Withheld               Total Votes Cast

Michael C. Dow                            9,839,743                     149,495                  9,989,238
S. Felton Mitchell, Jr.                   9,824,252                     164,986                  9,989,238
Charles D. Daley                          9,837,249                     151,989                  9,989,238
</TABLE>


Accordingly, all nominees for the Board of Directors were elected.

The results of the voting on the amendment to the Company's Restated Certificate
of Incorporation described in the Proxy  Statement delivered in connection  with
the Meeting were as follows:


<TABLE>
<S>                           <C>                 <C>
                   For                                Against                            Abstain

                 9,820,398                             91,790                             77,050
</TABLE>


Accordingly,  the   amendment  to   the   Company's  Restated   Certificate   of
Incorporation was adopted.

ITEM 5 - OTHER INFORMATION - None.

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits:

<TABLE>

<S>                                         <C>
        Exhibit
     Number                    Description

         27                    Financial Data Schedule

     10(r)(xx)                 Amendment Number Nine dated April 30, 1999, to the Loan and Security
                               Agreement.
</TABLE>


 (b)  Reports:

   Form  8-K dated  February  22,  1999,  announcing  the  Company's  intent  to
   exercise its option  to reacquire its  former subsidiaries,  QMS Europe  B.V.
   and QMS Australia PTY Ltd. during 1999.



                           QMS, INC. AND SUBSIDIARIES


                                   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.





                                 QMS, INC.
                                 (Registrant)

<TABLE>

<S>                                <C>


Date:      May 6, 1999                  /s/ Edward E. Lucente
                                        Edward E. Lucente
                                        President and Chief Executive Officer

Date:      May 6, 1999                   /s/ James A. Wallace
                                        James A. Wallace
                                        Chief Financial Officer
</TABLE>
<PAGE>


                                                               EXHIBIT 10(r)(xx)

                            AMENDMENT NUMBER NINE TO
                          LOAN AND SECURITY AGREEMENT
This AMENDMENT NUMBER NINE TO LOAN AND SECURITY AGREEMENT (this "Amendment")  is
entered into as of April 30, 1999, by and between Foothill Capital  Corporation,
a California  corporation  ("Foothill"), on  the  one  hand, and  QMS,  Inc.,  a
Delaware corporation ("Borrower"), with reference to the following facts:
     A.        Foothill and Borrower heretofore  have entered into that  certain
          Loan and Security Agreement, dated as of November 7, 1995, as  amended
          by that certain Amendment Number One  to Loan and Security  Agreement,
          dated as  of December  4, 1995,  as further  amended by  that  certain
          Amendment Number  Two to  Loan and  Security  Agreement, dated  as  of
          February 7, 1996, as further amended by that certain Amendment  Number
          Three to Loan  and Security Agreement  dated as of  July 31, 1996,  as
          further amended  by that  certain Amendment  Number Four  to Loan  and
          Security Agreement dated as of January 22, 1997, as further amended by
          that certain  Amendment Number  Five to  Loan and  Security  Agreement
          dated as  of  June  23,  1997, as  further  amended  by  that  certain
          Amendment Number  Six  to Loan  and  Security Agreement  dated  as  of
          October 8, 1997, as further amended  by that certain Amendment  Number
          Seven to Loan and Security Agreement  dated as of September 23,  1998,
          and as further amended by that certain Amendment Number Eight to  Loan
          and Security Agreement dated as of  November 17, 1998 (as so  amended,
          restated, supplemented, and otherwise modified from time to time,  the
          "Agreement");
     B.        Borrower has requested Foothill to amend the Agreement to,  among
          other  things,  to  amend  the  financial  covenant  regarding   Total
          Liabilities to Tangible Net Worth, as set forth in this Amendment, and
          to waive the Events  of Default that have  occurred during the  period
          from and including  January 1, 1999  through and  including March  31,
          1999 as  a  result  of  Borrower's failure  to  keep  or  observe  the
          financial covenant contained in Section 6.13(b) of the Agreement;
     C.        Foothill is willing to  so amend the Agreement  and grant such  a
          waiver in accordance with the terms and conditions hereof; and
     D.        All capitalized terms  used herein and  not defined herein  shall
          have the  meanings  ascribed to  them  in the  Agreement,  as  amended
          hereby.
NOW, THEREFORE, in consideration of the  above recitals and the mutual  premises
contained herein, Foothill and Borrower hereby agree as follows:
1.   Amendments to the Agreement.
a.   Section 6.13(b) of the Agreement hereby is deleted in its entirety and the
     following hereby is substituted in lieu thereof:
     (b) Total Liabilities to Tangible Net  Worth Ratio.  Effective as of  March
     31, 1999, a ratio of Borrower's  total liabilities divided by Tangible  Net
     Worth of not more than five to one (5.0:1.0), measured on a  fiscal
     quarter-end basis;
2.   Waiver.  Foothill hereby  agrees to waive any  Default or Event of  Default
that has occurred during the period from and including January 1, 1999,  through
and including March  31, 1999,  as a  result of  Borrower's failure  to keep  or
observe the financial covenant contained in Section 6.13(b) of the Agreement.
2.   Fee.  In connection with its entry into this Amendment, on the date hereof,
Foothill shall charge Borrower's loan account a fee in the amount of $100,000;
provided, however, that if the Agreement is automatically renewed pursuant to
Section 3.3 hereof, on the first Renewal Date occurring after the date hereof on
which date such renewal of the Agreement shall have occurred, Foothill shall
credit Borrower's loan account in an amount equal to $50,000.  Said fee shall be
fully-earned, non-refundable, and due and payable on the date of this Agreement.
3.   Representations and Warranties.  Borrower hereby represents and warrants to
Foothill that (a) the execution, delivery, and performance of this Amendment and
of the Agreement, as amended by this Amendment, are within its corporate powers,
have been duly authorized by all necessary corporate action, and are not in
contravention of any law, rule, or regulation, or any order, judgment, decree,
writ, injunction, or award of any arbitrator, court, or governmental authority,
or of the terms of its charter or bylaws, or of any contract or undertaking to
which it is a party or by which any of its properties may be bound or affected,
and (b) this Amendment and the Agreement, as amended by this Amendment,
constitute Borrower's legal, valid, and binding obligation, enforceable against
Borrower in accordance with its terms.
4.   Conditions Precedent to Amendment.  The satisfaction of each of the
following on or before, unless otherwise specified below, the First Amendment
Closing Date shall constitute conditions precedent to the effectiveness of this
Amendment:
a.   Foothill shall have received the reaffirmation and consent of the
Guarantors attached hereto as Exhibit A, duly executed and delivered by the
respective authorized officials thereof;
b.   Foothill shall have received a certificate from the Secretary of each
Guarantor attesting to the incumbency and signatures of authorized officers of
that Guarantor and to the resolutions of that Guarantor's Board of Directors
authorizing its execution and delivery of the reaffirmation and consent of that
Guarantor attached hereto as Exhibit A, and authorizing specific officers of
that Guarantor to execute and deliver the same;
c.   Foothill shall have received all required consents of Foothill's
participants in the Obligations to Foothill's execution, delivery, and
performance of this Amendment;
d.   The representations and warranties in this Amendment, the Agreement as
amended by this Amendment, and the other Loan Documents shall be true and
correct in all respects on and as of the date hereof, as though made on such
date (except to the extent that such representations and warranties relate
solely to an earlier date);
e.   No Event of Default or event which with the giving of notice or passage of
time would constitute an Event of Default shall have occurred and be continuing
on the date hereof, nor shall result from the consummation of the transactions
contemplated herein;
f.   No injunction, writ, restraining order, or other order of any nature
prohibiting, directly or indirectly, the consummation of the transactions
contemplated herein shall have been issued and remain in force by any
governmental authority against Borrower, Foothill, or any of their Affiliates;
g.   The Collateral shall not have declined materially in value from the values
set forth in the most recent appraisals or field examinations previously done by
Foothill; and
h.   All other documents and legal matters in connection with the transactions
contemplated by this Amendment shall have been delivered or executed or recorded
and shall be in form and substance satisfactory to Foothill and its counsel.
5.   Effect on Agreement.  The Agreement, as amended hereby, shall be and remain
in full force and effect in accordance with its respective terms and hereby is
ratified and confirmed in all respects.  The execution, delivery, and
performance of this Amendment shall not operate as a waiver of or, except as
expressly set forth herein, as an amendment, of any right, power, or remedy of
Foothill under the Agreement, as in effect prior to the date hereof.
6.   Further Assurances.  Borrower shall, and shall cause Guarantor to, execute
and deliver all agreements, documents, and instruments, in form and substance
satisfactory to Foothill, and take all actions as Foothill may reasonably
request from time to time, to perfect and maintain the perfection and priority
of Foothill's security interests in the Collateral, the collateral in which
Guarantor has granted or is required to grant security interests in favor of
Foothill, and the Real Property, and to fully consummate the transactions
contemplated under this Amendment and the Agreement, as amended by this
Amendment.
7.   Miscellaneous.
a.   Upon the effectiveness of this Amendment, each reference in the Agreement
to "this Agreement", "hereunder", "herein", "hereof" or words of like import
referring to the Agreement shall mean and refer to the Agreement as amended by
this Amendment.
b.   Upon the effectiveness of this Amendment, each reference in the Loan
Documents to the "Loan Agreement", "thereunder", "therein", "thereof" or words
of like import referring to the Agreement shall mean and refer to the Agreement
as amended by this Amendment.
c.   This Amendment may be executed in any number of counterparts, all of which
taken together shall constitute one and the same instrument and any of the
parties hereto may execute this Amendment by signing any such counterpart.
                  [remainder of page intentionally left blank]


























          IN WITNESS WHEREOF, the parties hereto  have caused this Amendment  to
be duly executed as of the date first written above.
                                FOOTHILL CAPITAL CORPORATION,
                                a California corporation
                                By   /s/ Christoper Coutu
                                Title:    VP
                                QMS, INC., a Delaware corporation
                                By   /s/ James A. Wallace
                                Title:    VP and CFO











                                   EXHIBIT A
                           Reaffirmation and Consent
All capitalized terms used  herein but not otherwise  defined herein shall  have
the meanings ascribed to them in that certain Amendment Number Nine to Loan  and
Security Agreement, dated as of April 30,  1999 (the "Amendment").  Each of  the
undersigned hereby (a) represents and warrants  to Foothill that the  execution,
delivery, and  performance of  this Reaffirmation  and  Consent are  within  its
corporate powers, have been duly authorized  by all necessary corporate  action,
and are not  in contravention of  any law, rule,  or regulation,  or any  order,
judgment, decree,  writ,  injunction, or  award  of any  arbitrator,  court,  or
governmental authority, or  of the terms  of its charter  or bylaws,  or of  any
contract or undertaking to which it is a party or by which any of its properties
may be bound or affected; (b) consents to the amendment of the Agreement by  the
Amendment; (c)  acknowledges and  reaffirms its  obligations owing  to  Foothill
under its Guaranty and each of  the other Loan Documents  to which it is  party;
and (d) agrees that each of the Guaranty  and the other Loan Documents to  which
it is a party is and  shall remain in full force and  effect.  Although each  of
the undersigned  has been  informed of  the  matters set  forth herein  and  has
acknowledged and agreed to same, it understands that Foothill has no  obligation
to inform it of  such matters in the  future or to  seek its acknowledgement  or
agreement to future amendments, and nothing herein shall create such a duty.
                                QMS CIRCUITS, INC., a Delaware corporation
                                By /s/ James A. Wallace
                                Title:  Secretary and Treasurer
                                QMS CANADA INC., a corporation incorporated
                                under the laws of Canada
                                By /s/ James A. Wallace
                                Title:  Secretary and Treasurer




<PAGE>