FORM 10-Q/A

                        (AMENDMENT NO. 1 TO FORM 10-Q)


                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549



(MARK ONE)

[X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
      OF THE SECURITIES EXCHANGE ACT OF 1934
      FOR THE QUARTERLY PERIOD ENDED JULY 31, 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 NO. 0-22545


                                DSI TOYS, INC.

            (Exact name of Registrant as specified in its charter)

                      TEXAS                                  74-1673513
          (State or other jurisdiction                    (I.R.S. Employer
        of incorporation or organization)                Identification No.)

       1100 WEST SAM HOUSTON PARKWAY NORTH
                 HOUSTON, TEXAS                                 77043
    (Address of principal executive offices)                 (Zip Code)


      Registrant's telephone number including area code: (713) 365-9900


   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 [ ]

     As of September 8, 1999, 8,533,157 shares of common stock par value $.01
per share, of DSI Toys, Inc. were outstanding.
<PAGE>
                              TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION


Item 1. FINANCIAL STATEMENTS

        Consolidated Balance Sheet as of July 31, 1999 and
        January 31, 1999....................................................1
        Consolidated Statements of Operations for the Three
        Months and Six Months Ended July 31, 1999 and 1998..................2
        Consolidated Statements of Cash Flows for the Six
        Months Ended July 31, 1999 and 1998.................................3
        Consolidated Statements of Shareholders' Equity.....................4
        Notes to Consolidated Financial Statements..........................5

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS...................................................7

PART II - OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS..................................................13

Item 2. CHANGE IN SECURITIES AND USE OF PROCEEDS ..........................13

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS ...............14

Item 6. EXHIBITS AND REPORTS ON FORM 8-K...................................15

Signatures.................................................................16

This amended Form 10-Q is being filed to reflect the restatement of certain
previously reported information as more fully described in Note 4 of Notes to
Consolidated Financial Statements contained herein. Portions of Part I Item 1 -
"Financial Statements", Part I - Item 2 - "Management's Discussion and Analysis
of Financial Conditions and Results of Operations" and Exhibit 27 - "Financial
Data Schedule" have been amended to reflect the restatement. The remaining
information in this amended Form 10-Q has not been updated to reflect any
changes in information that may have occurred subsequent to the date of the
reporting period to which the Form 10-Q relates.

                                       i
<PAGE>
                                DSI TOYS, INC.
                          CONSOLIDATED BALANCE SHEET
                                  (RESTATED)
<TABLE>
<CAPTION>
                                                                   JULY 31,      JANUARY 31,
                                                                     1999           1999
                                                                 ------------    ------------
                                                                  (UNAUDITED)
<S>                                                              <C>             <C>
                    ASSETS

Current Assets:
     Cash ....................................................   $    701,066    $    554,197
     Restricted cash .........................................        150,000         150,000
     Accounts receivable, net ................................      6,819,261       1,069,725
     Inventories .............................................      7,757,936       4,207,704
     Prepaid expenses ........................................      1,433,014       1,503,970
     Deferred income taxes ...................................        801,000         801,000
                                                                 ------------    ------------
          Total current assets ...............................     17,662,277       8,286,596

Property and equipment, net ..................................      1,920,838       1,642,672
Deferred income taxes ........................................      1,388,687       1,117,000
Other assets .................................................        309,008         364,511
                                                                 ------------    ------------
                                                                 $ 21,280,810    $ 11,410,779
                                                                 ============    ============

     LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
     Accounts payable and accrued liabilities ................   $ 10,293,569    $  6,799,290
     Current portion of long-term debt .......................      3,772,134         824,675
     Income taxes payable ....................................        467,397         271,920
                                                                 ------------    ------------
          Total current liabilities ..........................     14,533,100       7,895,885
Long-term Debt ...............................................      1,147,718       2,540,522
Deferred income taxes ........................................        113,789         113,000
                                                                 ------------    ------------
          Total liabilities ..................................     15,794,607      10,549,407
Shareholders' equity:
     Preferred stock, $.01 par value,
5,000,000 shares authorized,
           none issued or outstanding ........................           --              --
     Common stock, $.01 par value, 35,000,000
and 20,000,000 shares authorized
          8,719,000 shares issued, 8,533,157
and 6,000,000 shares outstanding .............................         87,190          87,190
     Additional paid-in capital ..............................      4,979,701      21,162,568
     Common stock warrants ...................................        102,500         102,500
     Accumulated other comprehensive income ..................          3,894          14,296
     Retained earnings .......................................      1,872,313       2,155,410
                                                                 ------------    ------------
                                                                    7,045,598      23,521,964
     Less:  treasury stock, 185,843 and
       2,719,000 shares, at cost .............................     (1,559,395)    (22,660,592)
                                                                 ------------    ------------
               Total shareholders' equity ....................      5,486,203         861,372
                                                                 ------------    ------------
                                                                 $ 21,280,810    $ 11,410,779
                                                                 ============    ============
</TABLE>
         See accompanying notes to consolidated financial statements.

                                       1
<PAGE>
                                 DSI TOYS, INC.
                      CONSOLIDATED STATEMENT OF OPERATIONS
                                   (UNAUDITED)
                                   (RESTATED)
<TABLE>
<CAPTION>
                                  THREE MONTHS ENDED JULY 31,     SIX MONTHS ENDED JULY 31,
                                 ----------------------------    ----------------------------
                                     1999            1998            1999            1998
                                 ------------    ------------    ------------    ------------
<S>                              <C>             <C>             <C>             <C>
Net Sales ....................   $ 14,646,943    $ 17,524,808    $ 18,574,638    $ 23,450,934
Cost of goods sold ...........     11,128,461      13,914,469      13,987,652      18,428,076
                                 ------------    ------------    ------------    ------------
Gross profit .................      3,518,482       3,610,339       4,586,986       5,022,858
Selling, general and
administrative expenses ......      3,045,873       3,049,757       4,745,771       5,325,333
                                 ------------    ------------    ------------    ------------
Operating income (loss) ......        472,609         560,582        (158,785)       (302,475)
Interest expense .............        133,761         210,491         252,990         433,187
Other income .................        (34,707)        (25,850)        (44,084)        (37,222)
                                 ------------    ------------    ------------    ------------
Income (loss) before income
taxes ........................        373,555         375,941        (367,691)       (698,440)
Provision for (benefit from)
income taxes .................        158,367         170,540         (84,594)       (192,349)
                                 ------------    ------------    ------------    ------------
Net income (loss) ............   $    215,188    $    205,401    $   (283,097)   $   (506,091)
                                 ============    ============    ============    ============

BASIC EARNINGS PER SHARE
     Earnings (loss) per share   $       0.03    $       0.03    $      (0.04)   $      (0.08)
                                 ============    ============    ============    ============
     Weighted average shares
       outstanding ...........      7,826,635       6,000,000       6,975,365       6,000,000
                                 ============    ============    ============    ============

DILUTED EARNINGS PER SHARE

     Earnings (loss) per share   $       0.03    $       0.03    $      (0.04)   $      (0.08)
                                 ============    ============    ============    ============
     Weighted average shares
       outstanding ...........      7,986,090       6,000,000       6,975,365       6,000,000
                                 ============    ============    ============    ============
</TABLE>

         See accompanying notes to consolidated financial statements.

                                       2
<PAGE>
                                DSI TOYS, INC
                     CONSOLIDATED STATEMENT OF CASH FLOWS
                                 (UNAUDITED)
                                  (RESTATED)
<TABLE>
<CAPTION>
                                                      SIX MONTHS ENDED JULY 31,
                                                     --------------------------
                                                        1999            1998
                                                     -----------    -----------
<S>                                                  <C>            <C>
Cash flows from operating activities:
     Net income (loss) ...........................   $  (283,097)   $  (506,091)
     Adjustments to reconcile net loss to net
       cash
         provided (used) by operating
       activities:
         Depreciation and amortization ...........       269,503        267,984
         Amortization and write-off of
            debt discount and issuance costs .....        20,072           --
         Provision for doubtful accounts .........        11,044         11,250
         Gain on sale of equipment ...............          (989)          --
         Deferred income taxes ...................      (270,898)       373,063
         Changes in assets and liabilities:
            Accounts receivable ..................    (5,760,580)       209,220
            Inventories ..........................    (3,550,232)      (176,025)
            Income taxes receivable/payable ......       195,477       (524,530)
            Prepaid expenses .....................        70,956       (803,603)
            Accounts payable and accrued
               liabilities .......................     3,494,279      2,794,883
                                                     -----------    -----------
               Net cash provided (used) by
                 operating activities ............    (5,804,465)     1,646,151

Cash flows from investing activities:
      Capital expenditures .......................      (550,467)      (586,228)
      Proceeds from sale of equipment ............         3,787           --
      Decrease in other assets ...................       120,864         24,584
                                                     -----------    -----------
               Net cash used in investing
                 activities ......................      (425,816)      (561,644)

Cash flows from financing activities:
      Net borrowing (repayments) under
        revolving lines of credit ................     1,535,560       (711,975)
      Net borrowings on long-term debt ...........        19,095           --
      Net proceeds from issuance of common
        stock ....................................     4,918,330           --
      Debt and stock issue costs .................       (85,433)          --
                                                     -----------    -----------
               Net cash provided (used) by
                 financing activities ............     6,387,552       (711,975)

Effect of exchange rate changes on cash ..........       (10,402)        (9,413)
                                                     -----------    -----------
Net increase in cash .............................       146,869        363,119
Cash and cash equivalents, beginning of period ...       554,197        383,690
                                                     -----------    -----------
Cash and cash equivalents, end of period .........   $   701,066    $   746,809
                                                     ===========    ===========
</TABLE>
         See accompanying notes to consolidated financial statements.

                                       3
<PAGE>
                                DSI TOYS, INC.
                CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
                                 (UNAUDITED)
                                  (RESTATED)

<TABLE>
<CAPTION>
                                                                                    ACCUMULATED
                                 COMMON  STOCK         ADDITIONAL                       OTHER
                            ------------------------    PAID-IN                    COMPREHENSIVE      RETAINED         TREASURY
                              SHARES       AMOUNT       CAPITAL       WARRANTS         INCOME         EARNINGS          STOCK
                            ------------ ----------- --------------  ------------ -----------------  ------------   ---------------
<S>                         <C>          <C>         <C>             <C>          <C>                <C>            <C>
Balance, Jan. 31, 1998         8,719,000 $    87,190 $   21,162,568  $    102,500 $          29,187  $  3,159,252   $   (22,660,592)
(As restated)
     Comprehensive loss:
       Net loss                                                                                        (1,003,842)
       Foreign currency
          Translation adj.
          net of tax                                                                       (14,891)

           Comprehensive
                      loss
                            ------------ ----------- --------------  ------------ -----------------  ------------   ---------------
Balance, Jan. 31, 1999         8,719,000      87,190     21,162,568       102,500           14,296     2,155,410        (22,660,592)
Issuance 566,038
            Common shares                                (3,515,096)                                                      4,715,096
      Comprehensive loss:
          Net loss                                                                                      (498,285)
      Foreign currency
         Translation adj.
         net of tax                                                                          (2,276)

           Comprehensive
                    Loss
                            ------------ ----------- --------------  ------------ -----------------  ------------   ---------------
Balance, Apr. 30, 1999         8,719,000      87,190     17,647,472       102,500            12,020     1,657,125       (17,945,496)
Issuance 1,892,453
            Common shares                               (11,964,133)                                                     15,764,133
      Options exercised                                    (518,189)                                                        621,968
      Stock issuance costs                                 (185,449)
      Comprehensive

Income:
      Net income                                                                                          215,188
      Foreign currency
          Translation adj.
          net of tax                                                                        (8,126)

           Comprehensive
                    Income
                            ------------ ----------- --------------  ------------ -----------------  ------------   ---------------
 Balance, July 31, 1999        8,719,000 $    87,190 $    4,979,701  $    102,500 $           3,894  $  1,872,313      $(1,559,395)
                            ============ =========== ==============  ============ =================  ============   ===============
</TABLE>
<TABLE>
<CAPTION>
                               TOTALS
                            -------------
<S>                         <C>
Balance, Jan. 31, 1998      $   1,880,105
(As restated)
     Comprehensive loss:
       Net loss                (1,003,842)
       Foreign currency
          Translation adj.
          net of tax              (14,891)
                            -------------
           Comprehensive
                      loss     (1,018,733)
                            -------------
Balance, Jan. 31, 1999            861,372
Issuance 566,038
            Common shares       1,200,000
      Comprehensive loss:
          Net loss               (498,285)
      Foreign currency
         Translation adj.
         net of tax                (2,276)
                            -------------
           Comprehensive
                    Loss         (500,561)
                            -------------
Balance, Apr. 30, 1999          1,560,811
Issuance 1,892,453
            Common shares       3,800,000
      Options exercised           103,779
      Stock issuance costs       (185,449)
      Comprehensive

Income:
      Net income                  215,188
      Foreign currency
          Translation adj.
          net of tax               (8,126)
                            -------------
           Comprehensive
                    Income        207,062
                            -------------
 Balance, July 31, 1999     $   5,486,203
                            =============
</TABLE>
          See accompanying notes to consolidated financial statements.

                                       4
<PAGE>

                                DSI TOYS, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 (UNAUDITED)

1.    BASIS OF PRESENTATION

     The accompanying unaudited consolidated financial statements of DSI Toys,
Inc. and its wholly-owned subsidiary (the "Company") have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-Q. Accordingly, they do not
include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements and should be read in
conjunction with the financial statements and notes thereto appearing in the
Company's Annual Report on Form 10-K / A for the year ended January 31, 1999.

     In the opinion of the Company's management, all adjustments necessary for a
fair presentation of the results of operations for all periods reported have
been included. Such adjustments consist only of normal recurring items.

     The results of operations for the three months ended July 31, 1999 are not
necessarily indicative of the results expected for the full year ending January
31, 2000 (effective December 31, 1999, the Company will change its fiscal year
end from January 31 to a calendar year end).


2.    ACCOUNTS RECEIVABLE

     Accounts receivable consist of the following:

                                                   JULY 31,      JANUARY 31,
                                                     1999            1999
                                                  -----------    -----------
Trade  receivables ............................   $ 8,558,769    $ 2,984,619
Provisions for:
  Discounts, markdowns and
       Return of defective  goods .............    (1,606,819)    (1,791,436)
  Doubtful  accounts ..........................      (132,689)      (123,458)
                                                  -----------    -----------
Accounts receivable,  net .....................   $ 6,819,261    $ 1,069,725
                                                  ===========    ===========

3.    SEGMENT INFORMATION

      Financial  information  for the six months  ended July 31, 1999 and 1998
      is as follows:
<TABLE>
<CAPTION>
                                               UNITED STATES     HONG KONG     CONSOLIDATED
                                                ------------    ------------   ------------
<S>                                             <C>             <C>            <C>
     Six months ended July 31, 1999:

             Net  sales .....................   $  5,016,759    $ 13,557,879   $ 18,574,638
             Operating gain (loss) ..........       (545,287)        386,502       (158,785)
             Total assets at July 31, 1999 ..     12,472,927       8,807,883     21,280,810

     Six months ended July 31, 1998:

             Net  sales .....................   $  7,165,062    $ 16,285,872   $ 23,450,934
             Operating gain (loss) ..........       (429,516)        127,041       (302,475)
             Total assets at July 31, 1998 ..     12,109,670       9,368,309     21,477,979
</TABLE>

                                       5
<PAGE>
4.    RESTATEMENT OF FINANCIALS

      The Company has restated previously reported financial results for all
periods presented herein to give effect to expensing of previously capitalized
split-dollar life insurance premium costs. All disclosures related to the
periods presented have been amended, as appropriate, to reflect the restatement
and are summarized as follows:

<TABLE>
<CAPTION>
                        THREE MONTHS ENDED JULY 31,        SIX MONTHS ENDED JULY 31,
                       -------------   -------------   -------------    -------------
                           1999            1998            1999             1998
                       -------------   -------------   -------------    -------------
<S>                    <C>             <C>             <C>              <C>
Selling, general and
  Administrative expenses
  As reported ......   $   2,979,520   $   2,983,404   $   4,613,064    $   5,192,626
  As restated ......   $   3,045,873   $   3,049,757   $   4,745,771    $   5,325,333

Net income (loss)
  As reported ......   $     281,541   $     271,754   $    (150,390)   $    (373,384)
  As restated ......   $     215,188   $     205,401   $    (283,097)   $    (506,091)

Basic earnings
(loss) per share
  As reported ......   $        0.04   $        0.05   $       (0.02)   $       (0.06)
  As restated ......   $        0.03   $        0.03   $       (0.04)   $       (0.08)

Diluted earnings
(loss) per share
  As reported ......   $        0.04   $        0.05   $       (0.02)   $       (0.06)
  As restated ......   $        0.03   $        0.03   $       (0.04)   $       (0.08)
</TABLE>

      The cumulative effect at January 31, 1998 was to reduce retained earnings
by $1,278,400.

      As a result of the restatement of its financial statements as of April 30,
1999, the Company was not in compliance with a certain covenant under the
Revolver. However, as of July 31, 1999 and the date of the restated financial
statements herein, the Company was again in compliance with such covenant under
the Revolver. Sunrock Capital Corp. has executed and delivered a written waiver
of this covenant to the Company.

                                       6
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

      SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT
OF 1995: STATEMENTS IN THIS REPORT THAT ARE NOT HISTORICAL FACTS, INCLUDING
STATEMENTS ABOUT PLANS AND EXPECTATIONS REGARDING PRODUCTS AND OPPORTUNITIES,
DEMAND AND ACCEPTANCE OF NEW AND EXISTING PRODUCTS, CAPITAL RESOURCES AND FUTURE
FINANCIAL CONDITION AND RESULTS ARE FORWARD-LOOKING. FORWARD-LOOKING STATEMENTS
INVOLVE RISKS AND UNCERTAINTIES, WHICH MAY CAUSE THE COMPANY'S ACTUAL RESULTS IN
FUTURE PERIODS TO DIFFER MATERIALLY AND ADVERSELY FROM THOSE EXPRESSED. THESE
UNCERTAINTIES AND RISKS INCLUDE, BUT ARE NOT LIMITED TO, CHANGING CONSUMER
PREFERENCES, LACK OF SUCCESS OF NEW PRODUCTS, LOSS OF THE COMPANY'S CUSTOMERS,
COMPETITION, AND OTHER FACTORS DISCUSSED IN THIS REPORT AND FROM TIME TO TIME IN
THE COMPANY'S FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION, INCLUDING THE
COMPANY'S ANNUAL REPORT ON FORM 10-K / A FOR THE FISCAL YEAR ENDED JANUARY 31,
1999.

      EXCEPT AS OTHERWISE INDICATED, REFERENCES TO THE "COMPANY" REFER TO DSI
TOYS, INC. AND ITS WHOLLY OWNED SUBSIDIARY, DSI (HK) LTD. ("DSI (HK)"). THE
TERMS "FISCAL YEAR" AND "FISCAL" REFER TO THE COMPANY'S FISCAL YEAR WHICH IS THE
YEAR ENDING JANUARY 31 OF THE FOLLOWING CALENDAR YEAR MENTIONED (E.G., A
REFERENCE TO FISCAL 1999 IS A REFERENCE TO THE PERIOD ENDING JANUARY 31, 2000
[EFFECTIVE DECEMBER 31, 1999, THE COMPANY WILL CHANGE ITS FISCAL YEAR END FROM
JANUARY 31 TO A CALENDAR YEAR END]).

GENERAL

      The Company designs, develops, markets and distributes toys and children's
consumer electronics. Core product categories are (i) juvenile audio products,
including Tech-Link(TM) and Digi-Tech(TM) walkie-talkies, pre-teen audio
products and Kawasaki(R) musical toys; (ii) girls' toys, including dolls, play
sets and accessories; and (iii) boys' toys, including BLOCKMEN(R) construction
sets, Kawasaki(R) and Burnin' Thunder(TM) radio control vehicles, and western
and military toys. Historically, the majority of the Company's sales have been
made to customers based in the United States. All of the Company's international
sales are denominated in United States dollars. Therefore, the Company is not
subject to exchange rate risk with respect to international sales.

      On April 15, 1999, the Company entered into a Stock Purchase and Sale
Agreement (the "Stock Purchase Agreement") with MVII, LLC, a California limited
liability company controlled by E. Thomas Martin ("MVII"). Pursuant to the Stock
Purchase Agreement, MVII purchased 566,038 shares of Common Stock, par value
$.01 per share (the "Common Stock"), of the Company from the Company for $1.2
million on April 15, 1999, and purchased an additional 1,792,453 shares of
Common Stock from the Company for $3.8 million on June 1, 1999. Also, pursuant
to the Stock Purchase Agreement, on April 21, 1999, MVII commenced a tender
offer for 1.6 million shares of the outstanding Common Stock at $4.38 per share
net to the seller in cash (the "Offer"). On May 26, 1999, MVII accepted for
payment 1.6 million shares that were validly tendered and not withdrawn in the
Offer by the Company's shareholders. The Stock Purchase and Sale Agreement and
the transactions contemplated thereby were approved by the Company's
shareholders at the annual meeting of shareholders held on May 24, 1999.

      As a result of the transactions consummated pursuant to the Stock Purchase
Agreement, MVII has made a total investment in the Company's Common Stock of $12
million. Of that $12 million, $5 million was paid by MVII directly to the
Company for Common Stock. MVII currently is the record owner of approximately
47% of the Company's outstanding shares of Common Stock. When MVII's record
ownership is combined with MVII's rights under the Shareholders' and Voting
Agreement dated April 15, 1999, by and among the Company, MVII, Messrs. Davis,
Conrad, Matlock and Smith and a limited partnership controlled by Mr. Crosby
(the "Voting Agreement"), executed in connection with the Stock Purchase
Agreement, MVII is the beneficial owner of approximately 61% of the Company's
outstanding shares of Common Stock. Furthermore, the Voting Agreement entitles
MVII to nominate all but two of the members of the Company's board of directors.
On June 1, 1999, DSI accepted the resignations of Messrs. Crosby, Smith, Conrad
and Neitz from its Board. Such vacancies have been filled by MVII's nominees,
namely Messrs. E. Thomas Martin, Robert L. Burke, Joseph S. Whitaker, and John
McSorley. At the Company's annual meeting of shareholders on May 24, 1999, the
Company's shareholders approved such appointments. On June 1, 1999, E. Thomas
Martin was appointed by the Company to serve as Chairman of the Board.

     The Company, entered into a non-binding letter of intent with Meritus
Industries, Inc., ("Meritus") effective June 24, 1999, which contemplates the
Company acquiring Meritus by means of a merger. Any definitive merger agreement
will be subject to the negotiation of acceptable terms, the completion of
satisfactory due diligence investigations, board and shareholder approvals, and
the receipt of all requisite regulatory approvals. Meritus is a

                                       7
<PAGE>
privately held toy manufacturer headquartered in Fairfield, NJ, with offices and
distribution facilities in Hong Kong. Meritus is involved in the manufacture and
marketing of innovative dolls, doll accessories, and girls' toys such as the
Little Darlings(R), Baby Beans(R), and Forever Girlfriends(R) brands. Meritus
products are currently sold in more than 40 countries worldwide.

RESULTS OF OPERATIONS

      The following table sets forth for the periods indicated certain income
and expense items expressed as a percentage of net sales:

                                                PERCENT OF NET SALES
                                      -----------------------------------------
                                      THREE MONTHS ENDED     SIX MONTHS ENDED
                                           JULY 31,              JULY 31,
                                      -------------------   -------------------
                                       1999       1998       1999       1998
                                      --------   --------   --------   --------
Net sales........................      100.0%     100.0%     100.0%     100.0%
Costs of goods sold..............       76.0       79.4       75.3       78.6
                                      --------   --------   --------   --------
Gross profit.....................       24.0       20.6       24.7       21.4
Selling, general and administrative
expenses.........................       20.8       17.4       25.5       22.7
                                      --------   --------   --------   --------
Operating income (loss)..........        3.2        3.2       (0.8)      (1.3)
Interest expense.................        0.9        1.2        1.4        1.8
Other income.....................       (0.2)      (0.1)      (0.2)      (0.2)
                                      --------   --------   --------   --------
Income (loss) before income taxes        2.5        2.1       (2.0)      (2.9)
Provision for (benefit from) income
  taxes..........................        1.1        1.0       (0.5)      (0.8)
                                      --------   --------   --------   --------
Net income (loss)................        1.4%       1.1%      (1.5)%     (2.1)%
                                      ========   ========   ========   ========

THREE MONTHS ENDED JULY 31, 1999 COMPARED TO THE THREE MONTHS ENDED JULY 31,
1998

      NET SALES. Net sales for the three months ended July 31, 1999 decreased
$2.9 million, or 16.4%, to $14.7 million, from $17.5 million in the comparable
period in 1998. The decrease was due primarily to decreased sales of juvenile
audio products, partially offset by increased sales of boys' and girls' toys.

      Net sales of juvenile audio products during the second quarter ended July
31, 1999 decreased $4.0 million or 29.8%, to $9.3 million, from $13.3 million
compared to the similar period in 1998. This decrease was due primarily to
slower than expected transition between our previous walkie-talkies and the new
Tech-Link(TM) line in the retail segment of the marketplace and also due to
competition within the category.

      Net sales of girls' toys increased $629,000, or 91.6%, to $1.3 million
during the second quarter ended July 31, 1999 from $686,000 in the comparable
period in 1998. The sales for the second quarter 1999 were driven by the
introduction of the Sweet Faith(TM) doll. The absence of a new doll introduction
during the second quarter 1998 led to comparatively lower sales in girls' toys.

      Net sales of boys' toys increased $628,000 or 26.3%, to $3.0 million in
the second quarter ended July 31, 1999, from $2.4 million in the comparable
period in 1998. The increase was due primarily to the expansion of the
BLOCKMEN(R) construction sets with the new Military Desert theme reflecting the
continued strength of BLOCKMEN(R) in the marketplace.

      Net sales of products in other categories during the second quarter ended
July 31, 1999 decreased $179,000 or 15.0% to $1.0 million during the second
quarter ended July 31, 1999 from $1.2 million in the comparable period in 1998.
The decrease was due primarily to decreased sales of Hoppin' Poppin'
Spaceballs(R), partially offset by an increase in Spintrek(TM) sales in the
second quarter of 1999 as compared to the same period in 1998.

      International net sales for the three months ended July 31, 1999 decreased
$805,000 or 17.0%, to $3.9 million, from $4.7 million in the comparable period
in 1998. The decline was due primarily to decreased sales to France and
Australia.

                                       8
<PAGE>
      GROSS PROFIT. Gross profit decreased $92,000, or 2.5%, to $3.5 million for
the second quarter ended July 31, 1999, from $3.6 million in the comparable
period in 1998. This decrease was primarily due to lower sales volume. The gross
profit as a percentage of net sales increased to 24.0% in the second quarter
ended July 31, 1999 from 20.6% in the second quarter of fiscal 1998. Such
increase was primarily due to increased emphasis on proprietary products, which
typically can command a higher margin.

       SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses remained at $3.0 million in the second quarter ended
July 31, 1999 comparable to the similar period in 1998.

      INTEREST EXPENSE. As a result of debt repayment using the proceeds from
the sale of stock to MVII, LLC on April 15 and June 1, 1999, interest expense
decreased $77,000, or 36.5%, to $134,000 in the second quarter ended July 31,
1999 from $211,000 in the comparable period in 1998.

      OTHER INCOME. Other income increased $9,000 to $35,000 in the second
quarter ended July 31, 1999 from $26,000 in the comparable period in 1998,
reflecting the effect of changes in levels of short-term investments and foreign
exchange translation.

SIX MONTHS ENDED JULY 31, 1999 COMPARED TO THE SIX MONTHS ENDED JULY 31, 1998

      NET SALES. Net sales for the six months ended July 31, 1999 decreased $4.9
million, or 20.8%, to $18.6 million, from $23.4 million in the comparable period
in 1998. The decrease was due primarily to decreased sales of juvenile audio
products, partially offset by increased sales of boys' and girls' toys.

      Net sales of juvenile audio products decreased $5.3 million, or 31.5%, to
$11.4 million during the six months ended July 31, 1999, from $16.7 million in
the comparable period in 1998. This decrease was due primarily to slower than
expected transition between our previous walkie-talkies and the new
Tech-Link(TM) line in the retail segment of the marketplace and also due to
competition within the category.

      Net sales of girls' toys decreased $67,000, or 3.8%, to $1.7 million
during the six months July 31, 1999, from $1.8 million in the comparable period
in 1998. Sales for the second quarter 1999 were driven by the introduction of
the Sweet Faith(TM) dolls. Doll sales in the first two quarters of 1998 were
comprised solely of closeouts of existing inventory.

      Net sales of boys' toys increased $924,000, or 29.7%, to $4.0 million in
the six months ended July 31, 1999, from $3.1 million in the comparable period
in 1998. The increase was due primarily to the expansion of the BLOCKMEN(R)
construction sets with the new Military Desert theme reflecting the continued
strength of BLOCKMEN(R) in the marketplace.

      Net sales of products in other categories decreased $473,000, or 24.8%, to
$1.4 million, during the six months ended July 31, 1999, from $1.9 in the
comparable period in 1998. The decrease was due primarily to decreased sales of
Hoppin' Poppin' Spaceballs(R), partially offset by an increase in Spintrek(TM)
sales in the first six months of 1999 as compared to the same period in 1998.

      International net sales for the six months ended July 31, 1999 decreased
$730,000, or 14.0%, to $4.7 million, from $5.5 million in the comparable period
in 1998. The decline was due primarily to decreased sales to France, Australia
and Spain, partially offset by an increase in sales to the Philippines and
Brazil.

      GROSS PROFIT. Gross profit decreased $436,000, or 8.7%, to $4.6 million
for the six months ended July 31, 1999, from $5.0 million in the comparable
period in 1998. Gross profit as a percentage of net sales increased to 24.7% in
the six months ended July 31, 1999 from 21.4% in the first six months of fiscal
1998. Such increase was primarily due to increased emphasis on proprietary
products, which typically can command a higher margins.

      SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses decreased $580,000, or 10.9% to $4.7 million in the six
months ended July 31, 1999 from $5.3 million in the first six months of fiscal
1998. The decrease resulted primarily from discounts negotiated with an existing
vendor.

                                       9
<PAGE>
      INTEREST EXPENSE. As a result of debt repayment using the proceeds from
the stock sales to MVII, LLC on April 15 and June 1, 1999, interest expense
decreased $180,000, or 41.6%, to $253,000 in the six months ended July 31, 1999
from $433,000 in the comparable period in 1998.

      OTHER INCOME. Other income increased $7,000, or 18.4%, to $44,000 in the
six months ended July 31, 1999 from $37,000 in the comparable period in 1998,
reflecting the effect of changes in levels of short-term investments and foreign
exchange translation.

LIQUIDITY AND CAPITAL RESOURCES

      Historically, the Company has funded its operations and capital
requirements with cash generated from operations and borrowings. The Company's
primary capital needs have consisted of acquisitions of inventory, financing
accounts receivable and capital expenditures for product development.

      The Company's operating activities used net cash of $5.8 million during
the first six months of fiscal year 1999, consisting primarily of increases in
accounts receivable and increases in inventories, partially offset by the
increase in accounts payable. Net cash used in investing activities was $426,000
and was primarily the result of capital expenditures. Net cash provided in
financing activities was $6.4 million representing net borrowing under revolving
lines of credit and net proceeds of $4.9 million from the sale of Common Stock.
The Company's working capital at July 31, 1999 was $3.1 million and unrestricted
cash was $701,000, and the Company's working capital deficit at July 31, 1998,
was $1.4 million and unrestricted cash was $747,000. On June 1, 1999, the
Company received $3.8 million from the sale of Common Stock to MVII.

      The seasonal nature of the toy business results in complex working capital
needs. The Company's working capital needs, which the Company generally
satisfies through short-term borrowings, are greatest in the first two fiscal
quarters. To manage these working capital requirements, the Company maintains
credit facilities secured principally by accounts receivable and inventory. The
Company currently has a line of credit facility with State Street Bank and Trust
Company - Hong Kong Branch (the "Hong Kong Credit Facility") and a revolving
credit facility with Sunrock Capital Corp. (the "Revolver"). At September 9,
1999 the Company had additional borrowing capacity of $5.8 million in the
aggregate under the Revolver and the Hong Kong Credit Facility.

      The Company's operating cash requirements for the remainder of fiscal 1999
include payments totaling approximately $1.0 million related to television
advertisements run in November and December 1997. The Company has projected
approximately $900,000 for capital expenditures, consisting primarily of
purchases of tools and molds for fiscal 1999.

      In addition, the Company is obligated to make future minimum royalty
payments under certain of its license agreements. As of July 31, 1999, the
Company was required to pay guaranteed royalties under these licenses of
$77,000, $227,000, $220,000, and $150,000 per year from 1999 through year 2002.

      As a result of the restatement of its financial statements as of April 30,
1999, the Company was not in compliance with a certain covenant under the
Revolver. However, as of July 31, 1999 and the date of the restated financial
statements herein, the Company was again in compliance with such covenant under
the Revolver. Sunrock Capital Corp. has executed and delivered a written waiver
of this covenant violation to the Company.

      As part of the Company's strategy, the Company will evaluate potential
acquisitions of other toy businesses or product lines that the Company believes
would complement its existing business.

SEASONALITY

      The retail toy industry is very seasonal with the Christmas holiday season
representing over two-thirds of total annual retail toy sales. The Company has
experienced this seasonal pattern in its net sales. To accommodate this peak
selling season, holiday toy lines are introduced early in the first calendar
quarter. Retailers generally commit to their holiday season purchases during the
first two calendar quarters and those orders are generally shipped to the
retailers' distribution centers on a scheduled basis from May through October.
During fiscal 1998, 80% of the Company's net sales were made during the
Company's second and third fiscal quarters (May through October), generally in
connection with retail sales for the Christmas holiday season. As a result of
the seasonality of the Company's business, the Company expects that it will
incur a loss in the first quarter and fourth quarter of each fiscal year, even
in years in which the Company is profitable for the entire year.

                                       10
<PAGE>
YEAR 2000 COMPLIANCE

      Many existing computer systems and programs process transactions using two
digits rather than four digits for the year of a transaction. Unless the
hardware and/or the software has been modified, a significant number of those
computer systems and programs may process a transaction with a date of the year
"2000" as the year "1900", which could cause the system or the program to fail
or create erroneous results before, on or after January 1, 2000 (the "Y2K
Issue").

      The Company's principal computer systems consist of: (i) management
information software ("MIS") for accounts receivable, general ledger, payables,
order entry, sales reporting, inventory tracking, product distribution, and
production scheduling; (ii) electronic data interchange ("EDI") for
order-taking, invoicing and the like between the Company and its major
customers; and (iii) local area network and personal computer operating systems.

      The MIS systems at the Company's Hong Kong subsidiary have been upgraded
and successfully tested to be Y2K compliant. The MIS systems at the Company's
U.S. headquarters are in the process of being upgraded, replaced and tested. To
date, the Company has completed approximately 90% of its upgrades and
replacements and approximately 60% of its testing. Completion of all remediation
and testing of the MIS systems is expected to be completed by October 31, 1999.

      The Company is currently reprogramming, or replacing, and testing the EDI
software. The Company is communicating with its customers to evaluate their EDI
Y2K compliance. The Company believes that over the upcoming months its major
customers plan to test their EDI systems for internal, intermediary and supplier
Y2K compliance. The Company would be unable to receive and invoice orders from a
customer though EDI if the customer or its EDI intermediaries were not Y2K
compliant. Although the Company does not transmit electronic orders to its
independent manufacturers, delays or non-delivery of goods to the Company could
arise from Y2K issues affecting their businesses and presently the Company is
communicating with its independent manufacturers to evaluate their Y2K
compliance. The effect of non-compliance by independent manufacturers and other
third parties is not determinable.

      The Company's local area network operating system will require upgrades
according to vendors, but such upgrades are available at minimal cost. The
Company also intends to replace personal computers and software found not to be
Y2K compliant. The Company anticipates that these replacements will be completed
by October 31, 1999.

      The Company has incurred approximately $20,000 in expenses in connection
with making its computer systems and programs Y2K compliant. The Company expects
to incur additional Y2K costs of approximately $80,000 during fiscal 1999. The
Company is utilizing both internal and external sources to address Y2K Issues,
and the Company anticipates Y2K compliance by October 31, 1999. All historical
and future costs have been and will continue to be funded out of existing cash
and cash flow from operations.

      The failure to successfully address a material Y2K Issue could result in
an interruption in, or failure of, certain normal business activities or
operations. Such failures could materially and adversely affect the Company's
results of operations, liquidity and financial condition. Particularly because
of the uncertainty of the Y2K readiness of customers, suppliers and contractors,
the Company is unable to assess at this time whether the consequences of the Y2K
Issue will have a material impact on the Company's results of operations,
liquidity or financial condition. The Company has been in direct communication
with its customers, contractors, and suppliers to evaluate their Y2K compliance.
Based upon the responses received to date from our key customers, contractors,
and suppliers, the Company has no reason to believe that they will not be Y2K
compliant prior to December 31, 1999. Notwithstanding the above, the most likely
impact would be a reduced level of activity in the latter part of the last
quarter of fiscal 1999 and the early part of the first quarter of fiscal 2000.
The Company has addressed its non-IT systems at its various facilities and there
has been no indication that the systems are not Y2K compliant. The Company
believes that in the event of a failure of its non-IT systems, there will not be
a material adverse impact on the Company's operation.

      The Company currently has not developed a detailed contingency plan. The
Company assesses its Y2K status regularly and will begin to develop
comprehensive contingency plans if the Company believes it will not complete the
Y2K project in a timely manner. If the Company's Y2K project is not completed on
a timely basis, or if

                                       11
<PAGE>
its major customers or suppliers fail to address all of the Y2K Issues, the
Company believes it could have a material adverse impact on the Company's
operations.

      The cost of Y2K compliance and the referenced completion dates are based
on management's best estimates and may be updated as additional information
becomes available. Reference is made to the first paragraph of Part I of this
report, which addresses forward-looking statements made by the Company.

                                       12
<PAGE>
                            PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

      The Company is involved in various legal proceedings and claims incident
to the normal conduct of its business. The Company believes that such legal
proceedings and claims, individually and in the aggregate, are not likely to
have a material adverse effect on its financial position or results of
operations. The Company maintains product liability and general liability
insurance in amounts it believes to be reasonable.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

(a)         On May 24, 1999, at the Company's  annual meeting of shareholders,
      the shareholders approved an amendment to the Company's Amended and
      Restated Articles of Incorporation to increase the number of authorized
      shares of Common Stock from 20,000,000 shares to 35,000,000 shares. Such
      amendment was filed with the Texas Secretary of State on May 28, 1999. The
      rights of the holders of Common Stock were not modified by the amendment.
      However, the Company now has additional authorized shares for issuance
      which, if it elects to issue in the future, could result in a decrease in
      the percentage ownership of the Company by the current holders of the
      Company's Common Stock.

(b)         Pursuant to the Stock  Purchase and Sale  Agreement by and between
      the Company and MVII, LLC ("MVII") dated as of April 15, 1999 (the "Stock
      Purchase Agreement"), the Company issued to MVII 100,000 shares of Common
      Stock on July 1, 1999. Consideration for these shares of Common Stock is
      included in the $5 million paid by MVII to the Company under the terms of
      the Stock Purchase Agreement, pursuant to which MVII purchased an
      aggregate of 2,458,491 shares of Common Stock (including the 100,000
      shares of Common Stock issued on July 1, 1999). The $5 million total
      proceeds received by the Company from the stock purchases made by MVII
      under the Stock Purchase Agreement have been used by the Company for the
      repayment of a $3.6 million indebtedness, and general operating expenses
      of $1.4 million.

            The Stock Purchase Agreement, including the stock sales by the
      Company to MVII thereunder, constituted a privately negotiated transaction
      between the Company and MVII. MVII was organized in connection with the
      transactions contemplated by the Stock Purchase Agreement. The sales of
      Common Stock to MVII pursuant to the Stock Purchase Agreement were made by
      the Company in reliance on the exemption from registration set forth in
      Section 4(2) of the Securities Act of 1933, as amended. The Company
      believes the Section 4(2) exemption from registration was available based
      upon the established criteria for effecting a private offering by virtue
      of the following facts, among others: (i) MVII had access to the type of
      information that would be included in a registration statement and
      conducted a comprehensive due diligence review in connection with the
      Stock Purchase Agreement and the transactions thereunder, (ii) MVII's
      principals have adequate financial means to bear the risk of MVII's
      investment in the Company and can be described as sophisticated, (iii)
      MVII was the only offeree in the transaction, (iv) MVII made
      representations that it acquired the Common Stock for investment and not
      with a view toward distribution, (v) the Stock Purchase Agreement contains
      restrictions on resale of the Common Stock sold by the Company to MVII,
      and (vi) no underwriters were involved nor were any underwriters'
      commissions paid in connection with the transactions.

                                       13
<PAGE>
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

      The Company held its annual meeting of shareholders on May 24, 1999. At
that meeting, the Shareholders were presented with proposals with respect to (i)
the election of directors whose three-year terms expire in 2002, (ii) the
approval and ratification of the Stock Purchase Agreement and the transactions
contemplated thereunder, (iii) the approval of the amendment to the Company's
Amended and Restated Articles of Incorporation authorizing an increase in the
number of authorized shares of Common Stock, (iv) the approval and ratification
of the appointment of four (4) directors nominated by MVII to fill vacancies on
the board as a result of the consummation of the transactions contemplated by
the Stock Purchase Agreement, and (v) the adoption and approval of a proposal to
amend the Company's Stock Option Plan to increase from 600,000 to 900,000 the
aggregate number of shares of the Company Stock reserved for issuance under the
Plan and related conforming changes. The results of the vote of the shareholders
at its annual meeting are set forth below with respect to each of the proposals
presented.

(i)   Messrs.  Jack R. Crosby and Barry B. Conrad  were the  nominees  for the
      class of directors whose  three-year  terms will expire in 2002.  Shares
      of the  Company's  Common  Stock with  respect to the  election  of such
      directors were voted as follows:  with respect to Mr. Crosby, the number
      of votes that were cast for his election  were  3,936,747 and the number
      of votes withheld were 5,100; with respect to Mr. Conrad,  the number of
      votes that were cast for his election  were  3,936,747 and the number of
      votes withheld were 5,100.

      Messrs. Crosby and Conrad were elected for terms expiring on the date of
      the annual meeting of shareholders in 2002. Messrs. Crosby and Conrad
      subsequently resigned from their board positions on June 1, 1999. Messrs.
      Matlock and Davis, current members of the Board, have terms expiring on
      the date of the annual meeting of shareholders in 2000. As of the annual
      meeting of shareholders held on May 24, 1999, Messrs. Neitz and Smith had
      terms expiring in 2001. However, they resigned from their board positions
      on June 1, 1999. See discussion in Item 5 regarding the Company's current
      Board composition.

(ii)  With respect to the proposal to approve and ratify the Stock Purchase
      Agreement and the transactions contemplated thereunder, shares of the
      Company's Common Stock were voted as follows: the number of votes cast for
      such proposal was 3,887,747, the number of votes cast against such
      proposal was 42,100, and the number of votes abstaining was 12,000.

(iii) With respect to the proposal to approve an amendment to the Company's
      Amended and Restated Articles of Incorporation that would increase the
      number of authorized shares of Common Stock of the Company from 20,000,000
      shares to 35,000,000 shares, shares of the Company's Common Stock were
      voted as follows: the number of votes cast for such proposal was
      3,770,358, the number of votes cast against such proposal was 156,400, and
      the number of votes abstaining was 15,089.

(iv)  With  respect to the proposal to approve and ratify the  appointment  of
      Messrs. E. Thomas Martin,  Robert L. Burke,  Joseph S. Whitaker and John
      McSorley  as  directors  by the  remaining  directors  to  fill  certain
      vacancies on the Board in connection with the Stock Purchase  Agreement,
      shares of the Company's  Common Stock were voted as follows:  the number
      of votes cast for such proposal was 3,880,031,  the number of votes cast
      against  such  proposal was 41,900,  and the number of votes  abstaining
      was 19,916.

(v)   With respect to the proposal to adopt and approve a proposal to amend the
      Company's Stock Option Plan (a) to increase from 600,000 to 900,000 the
      aggregate number of shares of Common Stock of the Company reserved for
      issuance under the Plan and (b) to make certain conforming changes, shares
      of the Company's Common Stock were voted as follows: the number of votes
      cast for such proposal was 3,754,131, the number of votes cast against was
      168,600, and the number of votes abstaining was 19,116.

                                       14
<PAGE>
ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits

     The information required by this Item 6(a) is set forth in the Index to
     Exhibits accompanying this quarterly report and is incorporated herein by
     reference.

(b)  Reports Submitted on Form 8-K: The Company filed a Form 8-K on September 8,
     1999, for the purpose of reporting a change in the Fiscal year end from
     January 31st to December 31st.

                                       15
<PAGE>
                                  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.




                               DSI Toys, Inc.


Dated:  December 13, 1999  By: /s/  MICHAEL J. LYDEN
                               -------------------------------------------------
                               Michael J. Lyden
                               President and Chief Executive Officer



Dated:  December 13, 1999  By: /s/  ROBERT L. WEISGARBER
                               -------------------------------------------------
                               Robert L. Weisgarber
                               Chief Financial Officer
                               (Principal Financial and Accounting Officer)

                              INDEX TO EXHIBITS

                                       16
<PAGE>
  EXHIBIT
  NUMBER       EXHIBIT
  -------      -------
3.1         Amended and Restated Articles of Incorporation of the Company (filed
            as Exhibit 3.1 to the Registration Statement on Form S-1, File No.
            333-23961), incorporated herein by reference.

10.38.1     Amendment to Amended and Restated Articles of Incorporation of the
            Company (filed as Exhibit 3.1.1 to the Quarterly Report on Form 10-Q
            for the quarter ended April 30, 1999), incorporated herein by
            reference.

10.39       Amended and Restated Bylaws of the Company (filed as Exhibit 3.2 to
            the Registration Statement on Form S-1, File No. 333-23961),
            incorporated herein by reference.

10.40       Amendment to Amended and Restated Bylaws of the Company (filed as
            Exhibit 3.3 to the Registration Statement on Form S-1, File No.
            333-23961), incorporated herein by reference.

10.38       Consulting Agreement dated June 1, 1999, between the Company and
            Davis (filed as Exhibit 10.38 to the Quarterly Report on Form 10-Q
            for the quarter ended April 30, 1999), incorporated herein by
            reference.

10.39       Amendment dated May 5, 1999, to Loan and Security Agreement, dated
            as of February 2, 1999, by and between Sunrock Capital Corp. and the
            Company (filed as Exhibit 10.39 to the Quarterly Report on Form 10-Q
            for the quarter ended April 30, 1999), incorporated herein by
            reference.

10.40       Amendment No. 1, to Loan and Security Agreement, dated June 30,
            1999, by and between Sunrock Capital Corp. and the Company.

10.41       Employment Agreement dated June 17, 1999 by and between the Company
            and Michael J. Lyden.

10.42       Employment Agreement dated June 1, 1999, by and between the Company
            and Joseph S. Whitaker.

10.43       Amendment to 1997 Stock Option Plan dated May 24, 1999.

27          Financial Data Schedule

                                       17