UNITED STATES
                 SECURITIES AND EXCHANGE COMMISSION 
                   WASHINGTON, D.C.  20549
                     
                     
                            FORM 10-Q
          QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
              OF THE SECURITIES EXCHANGE ACT OF 1934
          For The Quarterly Period Ended March 31, 1998
                               OR
        TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
              OF THE SECURITIES EXCHANGE ACT OF 1934
         For the Transition Period From  _____ to ______


                  Commission File Number 0-29048

                   ACCENT COLOR SCIENCES, INC.
    (Exact name of registrant as specified in its charter)
         Connecticut                      06-1380314
(State or other jurisdiction of           (I.R.S. Employer
incorporation or organization)           Identification No.)

      800 Connecticut Boulevard, East Hartford, Connecticut 06108
               (Address of principal executive office)  (Zip Code)
    Registrant's telephone number, including areacode:(860) 610-4000

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the
past 90 days.              Yes /x/    No / /

The number of shares outstanding of the registrant's
common stock as of April 24, 1998 was 12,198,836.
              
              
              
             ACCENT COLOR SCIENCES, INC.
                          
                      FORM 10-Q
          For The Quarterly Period Ended March 31, 1998
                              INDEX
Part I.  Financial Information

Item 1. Financial Statements                                  3
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations                           9

Part II.  Other Information

Item 1. Legal Proceedings                                    12
Item 2. Changes in Securities and Use of Proceeds            12
Item 3. Defaults Upon Senior Securities                      12
Item 4. Submission of Matters to a Vote of Security Holders  12
Item 5. Other Information                                    12
Item 6. Exhibits and Reports on Form 8-K                     12

Signatures                                                   13

<TABLE>
<CAPTION>

                           ACCENT COLOR SCIENCES, INC.
                         (a development stage company)
                            CONDENSED BALANCE SHEETS

                                                                                     

                                       March 31,    December
                                       31, 1998       1997
                                     (unaudited)
<S>                                <C>             <C>                     
Assets
Current assets:
     Cash and cash equivalents       $ 4,735,216    $ 4,005,563
     Accounts receivable                 623,152        439,934
     Inventories (Note 3)              5,184,192      4,611,216
     Prepaid expenses and other
     assets                              275,794        323,306

          Total current assets        10,818,354      9,380,019

Fixed assets, net                      2,682,718      2,974,422
Other assets, net                         52,609         52,698

          Total assets               $13,553,681    $12,407,139

Liabilities and Shareholders' Equity
Current liabilities:
     Obligations under capital
     leases                               63,374         61,360
     Accounts payable                  1,237,809        859,693
     Accrued expenses                    830,389      1,041,383
     Customer advances and deposits       38,320         85,600
     Deferred revenue                  2,598,800      2,496,000

          Total current liabilities    4,768,692      4,544,036

Obligation under capital leases           74,175         91,937
Other long-term liabilities              551,001        501,644

          Total non-current liabilities  625,176        593,581

Shareholders' equity:
     Preferred stock, no par value,
      500,000 shares authorized,
      4,500 and 0 shares issued
      and outstanding (Note 4)         3,921,038             -
     Common stock, no par value,
      25,000,000 shares authorized,
      12,027,355 and 11,989,855
      shares issued and outstanding   45,159,258     45,114,633
     Deficit accumulated during the
      development stage             (40,920,483)   (37,845,111)

    Total shareholders' equity         8,159,813      7,269,522

    Total liabilities and
    shareholders' equity             $13,553,681    $12,407,139

</TABLE>
  
The accompanying notes are an integral part of these financial statements.

<TABLE>
<CAPTION>
                           ACCENT COLOR SCIENCES, INC.
                          (a development stage company)
                   CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)

                                                          
                                                     For the period
                                                     from inception                      
                                                     (May 21, 1993)                                   
                         Three months ended March        through
                            1998          1997       March 31, 1998
<S>                   <C>             <C>             <C>         
Sales                    $ 916,733      $       -       $2,494,241
Costs and expenses:
    Costs of production  1,628,047        934,218       10,297,232
    Research and
    development          1,478,947      2,128,450       21,072,072
    Marketing, general                                  
    and administrative     909,342      1,157,769       11,212,135

                         4,016,336      4,220,437       42,581,439 
                                                                                          
Other (income) expense:
     Interest expense        7,783         69,698        1,004,163
     Interest income      (32,014)      (194,110)        (744,181)
                     
                          (24,231)      (124,412)          259,982

Net loss before
extraordinary item     (3,075,372)    (4,096,025)     (40,347,180)

Extraordinary item:
 Loss on early
 extinguishment of debt,
 net of income taxes of
 nil                            -              -         (573,303)

Net loss              $(3,075,372)   $(4,096,025)    $(40,920,483)

Imputed dividend
on preferred
stock (Note 4)           (920,000)             -         (920,000)

Net loss applicable
to common stock       $(3,995,372)   $(4,096,025)    $(41,840,483)

Net loss (basic &
diluted) per common
share (Note 2)        $      (.33)   $      (.40)

Weighted average common
shares outstanding
(Note 2)                11,993,188     10,139,775

</TABLE>

The accompanying notes are an integral part of these financial statements.

<TABLE>
<CAPTION>

                           ACCENT COLOR SCIENCES, INC.
                          (a development stage company)
                 CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
                                                                          
                                                                                                              
                                                              For the
                                                            period from
                                                             inception
                                                            (May 21, 1993)
                             Three months ended March 31,      through         
                                  1998           1997       March 31, 1998
<S>                          <C>            <C>             <C>
Cash flows from operating                                   
activities:
Net loss before
imputed dividend             $ (3,075,372)  $ (4,096,025)   $(40,920,483)
Adjustments to reconcile                                  
net loss to net cash used in
operating activities:                                   
      Depreciation and                                      
      amortization                288,321        235,779        2,505,353
      Write-off of deferred                                 
      offering costs                    -              -           47,264
      Expense related to                                    
      stock and options granted         -              -          363,630
      Debenture issued for                                  
      services                          -              -           50,000
      Loss on disposal of                                   
      fixed assets                  13,453             -          116,982
      Conversion of accrued                                 
      interest to common stock           -             -          231,147
      Extraordinary loss on                                 
      extinguishment of debt             -             -          573,303
Changes in assets and                                     
liabilities:
      Accounts receivable        (183,218)      (113,118)       (623,152)
      Inventories                (572,976)      (869,896)     (5,184,192)
      Prepaid expenses and                                  
      other assets                  47,512       (51,918)       (275,794)
      Accounts payable and                                  
      accrued expenses             167,122      (731,824)       1,890,677
      Customer advances and                                 
      deposits                    (47,280)       (30,000)          38,320
      Deferred revenue             102,800        150,000       2,598,800
      Other long-term                                       
      liabilities                   49,357         85,002         551,001
                                                            
Net cash used in                                      
operating activities            (3,210,281)    (5,422,000)    (38,037,144)
                                                            
Cash flows from investing                                   
activities:
  Proceeds from sale of fixed                               
  assets                                 -              -           5,524
  Purchases of fixed assets        (9,982)       (571,712)     (4,432,230)
  Cost of patents                        -        (19,553)        (54,766)
                                                            
Net cash used in                                     
investing activities               (9,982)       (591,265)     (4,481,472)
                                                            
Cash flows from financing                                   
activities:
  Payment of capital lease                                  
  obligations                     (15,747)        (24,880)       (156,846)
  Net proceeds from issuance                                
  of debentures                          -              -        4,839,101
  Proceeds from issuance of                                 
  warrants                               -              -          318,113
  Net proceeds from issuance                                
  of common stock                        -              -       38,407,134
  Proceeds from exercise of                                 
  options & warrants                44,625              -        2,523,172
  Net proceeds from issuance                                
  of preferred stock
  through offerings
  and conversion of debt         3,921,038              -        5,351,672
  Increase in long term debt             -              -        2,223,750
  Repayment of debentures                -              -       (6,205,000)
  Deferred offering costs                -              -          (47,264)
                                                            
Net cash provided by                                 
(used in) financing                                         
activities                       3,949,916        (24,880)       47,253,832
                                                            
Net increase                                         
(decrease) in cash and
cash equivalents                   729,653     (6,038,145)        4,735,216
                                                            
Cash and cash                                      
equivalents at
beginning of period             4,005,563        20,288,535               -
                                                            
Cash and cash                                      
equivalents at end of period  $ 4,735,216      $ 14,250,390     $ 4,735,216

</TABLE>

The accompanying notes are an integral part of these financial statements.

<TABLE>
<CAPTION>
                            ACCENT COLOR SCIENCES, INC.
                           (a development stage company)
             CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

                                                                     Deficit
                                                                   Accumulated
                                                                   During  the
                     Common Stock            Preferred Stock       Development
                    Shares       Amount      Shares       Amount        Stage        Total
<S>              <C>         <C>           <C>         <C>           <C>           <C>             
Proceeds from
sale                3,900       $21,800        -          $     -    $        -     $ 21,800
Net loss                -             -        -                -       (45,398)    (45,398)

December 31, 1993   3,900        21,800        -                -       (45,398)    (23,598)


Stock split      1,751,100            -        -                -             -           -
Conversion of
debentures             -              -     74,360          371,804           -      371,804
Proceeds from
sale                   -              -    160,000          643,770           -      643,770
Conversion of
promissory
notes              42,000        50,000        -                -             -       50,000
Reclassification       -        (20,500)       -                -             -     (20,500)
Shares issued
for services           -              -     15,000           75,000           -       75,000
Net loss               -              -        -                -      (1,153,533)  (1,153,533)

December 31, 1994  1,797,000     51,300    249,360         1,090,574   (1,198,931)     (57,057)

Proceeds from
sale                   -              -     75,000           340,060          -         340,060
Exercise of
warrants          297,840       694,960         -               -             -         694,960
Options granted
to service
provider               -         18,400         -               -             -          18,400
Warrants issued
with debt              -         56,631         -               -             -          56,631
Net loss               -             -          -               -      (4,216,955)   (4,216,955)

December 31, 1995  2,094,840     821,291    324,360        1,430,634    (5,415,886)   (3,163,961)

Warrants issued
with debt              -        138,032         -               -             -         138,032
Proceeds from
sale              2,625,000   9,460,044         -               -             -       9,460,044
Warrants issued
with debt              -        123,450         -               -             -         123,450
Proceeds from
initial public
offering          3,450,000  24,409,464         -               -             -      24,409,464
Conversion of
Series III
debentures          607,626   2,116,575         -               -             -       2,116,575
Conversion of
Preferred
stock             1,362,309   1,430,634     (324,360)     (1,430,634)         -              -
Net loss                -           -            -              -      (13,738,661) (13,738,661)

December 31,
1996             10,139,775  38,499,490          -              -      (19,154,547)  19,344,943
Exercise of
options              92,250     465,067          -              -             -         465,067
Exercise of
warrants            394,091   1,445,000          -              -             -       1,445,000
Shares issued in
connection with
the Xerox
agreement            50,000     218,750          -              -             -         218,750
Proceeds from
sale              1,313,739   4,486,326          -              -             -       4,486,326
Net loss                  -           -          -              -      (18,690,564) (18,690,564)

December 31,
1997              11,989,855  45,114,633         -              -      (37,845,111)   7,269,522

Proceeds from
sale                     -           -        4,500      3,921,038            -       3,921,038
Exercise of
options               37,500      44,625         -              -             -          44,625
Net loss before
imputed dividend         -           -           -              -       (3,075,372)  (3,075,372)

March 31, 1998
(unaudited)       12,027,355  $45,159,258     4,500    $ 3,921,038    $(40,920,483)   $8,159,813


</TABLE>

The accompanying notes are an integral part of these financial statements.


                     ACCENT COLOR SCIENCES, INC.
                    (a development stage company)
                NOTES TO CONDENSED FINANCIAL STATEMENTS

1.   Interim Condensed Financial Statements
In  the  opinion  of  the  Company, the accompanying  
unaudited condensed financial statements contain all
adjustments, consisting  only  of normal recurring adjustments,
necessary to present  fairly its financial position
as of March 31,  1998  and the  results  of
operations and cash flows for the  three  months
ended March 31, 1998 and 1997 and the period from
inception  (May 21,  1993) through March 31, 1998.
The December 31, 1997 balance sheet  has  been
derived  from the Company's  audited  financial
statements  at  that  date.  These  interim
condensed  financial statements  should  be  read  in
conjunction  with  Management's Discussion and
Analysis and financial statements included in  the
Company's Annual Report on Form 10-K for the year
ended  December 31, 1997.

The  results of operations for the three months ended
March  31, 1998 are not necessarily indicative of the
results to be expected for the full year.

2. Summary of Significant Accounting Policies
Significant  accounting policies followed in the
preparation  of these financial statements are as
follows:

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

Revenue Recognition
Revenue  is  generally  recognized  upon  product
shipment and customer   acceptance.   The  Company  has
established  warranty policies  that,  under specific
conditions, enable  customers  to return products.
The  Company  establishes  liabilities for
estimated   returns  and  allowances  at  the  time
of revenue recognition. Until  such  time that the  Company
has  adequate information  to  estimate future
returns, revenue resulting  from Truecolor  Systems
is deferred until the  end  of  the  warranty period.

Net Loss Per Common Share
In  the fourth quarter of 1997, the Company adopted
Statement  of Financial Accounting Standards No. 128,
"Earnings per Share," for all periods presented.
Basic earnings per share computations are determined
based  on  the  weighted  average  number  of  shares
outstanding  during the period. The effect of  the
exercise  and conversion  of  all  securities,
including  stock  options and warrants  would be 
antidilutive and thus is not included  in  the 
diluted earnings per share calculation.

3.Inventories
Inventories consist of the following:
                                    
                                    March 31,    December 31,
                                      1998          1997
Raw materials and components     $1,958,679      $1,590,386
Work-in-process                     318,762         403,585
Finished goods                    2,906,751       2,617,245

                                 $5,184,192      $4,611,216

4. Shareholders' Equity
On  January  13,  1998  the Company completed  a
private  equity financing providing net proceeds to
the Company of $3.9  million. In connection with the
financing, the Company issued 4,500 shares of  Series
B Convertible Preferred Stock at a price of $1,000
per share  and warrants to purchase the Company's
common stock.  The warrants  issued  are exercisable 
into 300,000 shares of  common stock  with an exercise 
price of $2.75 andan expiration date  of January 9, 2003.
Additionally, warrants exercisable into 115,385
shares  of  common stock with an exercise price of
$2.50  and  an expiration  date of January 9, 2003
were issued to the  placement agent for services
provided.  In connection with the sale of  the units,
the Company agreed to register the common stock
issuable upon  the conversion of the Series B
Convertible Preferred  Stock and the execution of the
warrants.

The  Series B Convertible Preferred Stock ("Series B
Stock"),  no par value per share, is convertible into
such number of shares of common  stock  as  is
determined by dividing  the  stated  value ($1,000)
of  each  share of Series B Stock  (as  such  value
is increased  by  an  annual  premium of 6%)  by  the
then  current conversion  price  of  the Series B
Stock (which  is  determined, generally,  by
reference to 85% of the average  of  the  closing
market  price  of  the common stock during the  five
consecutive trading  days  immediately preceding the
date  of  determination) subject  to certain
restrictions and adjustments.  The  Series  B Stock
has  voting rights as defined in the Company's
Certificate of  Incorporation,  bears no dividends
and  ranks  prior  to  the Company's Common Stock and
Series A Preferred Stock. In the event of  any
voluntary or involuntary liquidation of the Company,
the Series  B  holders shall be entitled to a
liquidation  preference equal  to the stated value of
the stock plus the accrued  premium through  the
date  of final distribution.   Upon  occurrence  of
specific  events,  as defined in the agreement,  the
holder  may redeem the Series B Stock for cash or
shares at the option of the Company.  The Company
also has optional redemption rights.

The  Company  has reserved 6,300,000 shares of common
stock  for issuance pursuant to the conversion of the
Series B Stock.   This number  of  shares represents
an estimate based on  200%  of  the number  of
common  shares  that would have  been  issuable  upon
conversion with an exercise price of $1.875 per share
(4,800,000) and  1,500,000 shares issuable under the
terms of the Certificate of Designation in the event
of certain failures by the Company to comply  with
various provisions thereof.  The actual  number  of
shares issuable upon conversion could be materially
less or  more than  such  estimated number depending
on factors that cannot  be predicted  by  the
Company.  The number of shares  issuable  upon
conversion  is  dependent on (a) the market price of
the  common stock at the time of the conversion, (b)
the Company's ability to maintain  its  NASDAQ
listing and (c) the Company's  ability  to obtain
shareholder approval for the issuance of common stock
upon the  conversion of Series B Stock and the
related  warrants. In addition, 415,385 shares of common stock, 
subject to adjustments in  accordance with the terms of each 
warrant, were reserved  for issuance  pursuant  to  the exercise 
of the  warrants  described above.

The  terms of conversion of the Series B Stock issued
in  January 1998  afforded  the  holders a conversion
price  lower  than  the market  price  of the common
stock at the time of issuance. The difference  between  
the conversion price and  market price  was treated  as  
an  imputed  (non-cash) dividend  for  purposes  of calculating 
net loss per common share, although no assets of  the Company
will be expended.  The imputed dividend is
approximately $920,000 and has the effect of
increasing the net loss per common share  by  $.08
per share for the three months ended  March  31,
1998.   The  imputed dividend will be given no  other
accounting treatment  in  the 1998 financial
statements of the  Company  and beyond.

Depending  on  the number of shares of Series B
Stock  converted into  common  shares  and  the
timing of  such  conversions,  the transactions may
result in further Section 382 annual limitations of
net operating loss carryforwards.

5. Subsequent Events
By  action  of  the  Board of Directors on April  14,
1998,  the Company  re-priced all options outstanding
under its  1995  Stock Incentive  Plan  which  had  a
current exercise  price  exceeding $3.125  to an
exercise price of $3.125 per share, the fair market
value  as  of that date.  The weighted average
exercise price  of all  options  outstanding was
reduced from  $3.85  per  share  at December 31, 1997
to $2.93 per share after the re-pricing.


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

Results of Operations
Quarter Ended March 31, 1998 compared to Quarter
Ended March 31, 1997.

Total Net Sales.  Total net sales were $917,000 for
the quarter ended March 31, 1998 compared to none for
the quarter ended March 31, 1997.  System sales
constituted 53.8% of total net sales for the quarter
ended March 31, 1998 while sales of consumables and
spare parts constituted 46.2%.

Systems.  System sales were $493,000 for the quarter
ended March 31, 1998 compared to none for the quarter
ended March 31, 1997. Sales for the first quarter of 
1998 consisted of revenue recognized on one pre-production 
system and four production systems that were shipped in 1997.
During the first quarter of 1998, the Company
introduced to the market a new enhanced version of
its product, the wide-head Truecolor System.  A total
of five enhanced systems were shipped in the first
quarter, which encompassed one pre-production wide-
head system and four production wide-head systems.
These shipments were recorded as deferred revenue in
accordance with the revenue recognition policy of the
Company.  As of March 31, 1998, the Company's printer
backlog consisted of 33 systems totaling $3,322,000 for the 
next 12 months. The backlog includes 21 new systems and 
12 upgrades to the wide-head level totaling $2,494,000 and
$828,000, respectively.

Consumables and Spare Parts Sales.  Consumables and
spare parts sales were $424,000 for the quarter ended
March 31, 1998 compared to none for the quarter ended
March 31, 1997.  Such sales are directly attributed
to our OEM customers filling their sales channels for
the introduction of the new enhanced wide-head
Truecolor system.

Costs of Production.  Costs of production increased
74.3% from $934,000 for the quarter ended March 31,
1997 to $1,628,000 for the quarter ended March 31,
1998.  This increase was primarily attributed to cost
of goods sold related to the sale of printers,
consumables and spare parts during the first quarter
of 1998. 

Research and Development Expenses.  Research
and development expenses decreased 30.5% from $2,128,000 
for the quarter ended March 31, 1997 to $1,479,000 for the
quarter ended March 31, 1998 as the Company started
directing its efforts toward production and marketing
and sales with a less significant emphasis on
research and development. The decrease in research
and development expenses was primarily attributable
to three major factors: (i) a reduction in payroll
related costs as a result of the Company's
realignment of its resources in January 1998, (ii)
the Company's completion in the quarter ending
December 31, 1997 of the payments to Spectra, Inc.
("Spectra") to maintain exclusivity rights and (iii)
a decrease in materials and prototype supplies
procured for research and development. 

Marketing, General and Administrative Expenses.  Marketing,
general and administrative expenses decreased 21.5%
from $1,158,000 for the quarter ended March 31, 1997
to $909,000 for the quarter ended March 31, 1998.
This decrease was primarily due to a reduction in
payroll related costs as a result of the Company's
realignment of its resources in January 1998 and a
reduction of other general and administrative
expenses. Marketing costs, however, increased by approximately
$45,000 to support the increased sales and marketing
efforts planned for 1998.

Interest  Expense  and Other (Income) Expense.
Interest  expense decreased 88.6% from $70,000 for
the quarter ended March 31, 1997 to  $8,000  for the
quarter ended March 31, 1998.  This  decrease was
primarily attributed to the elimination of interest
expense as  a  result  of the settlement and final
payment of outstanding debt with Xerox Corporation in
the second half of 1997.  Interest income decreased
83.5% from $194,000 for the quarter ended  March 31,
1997 to $32,000 for the quarter ended March 31, 1998.
This decrease in interest income was attributed to a
greater amount of cash  available for investment in
the first quarter  of  1997  as compared  to  the
first quarter of 1998, primarily  due  to  the
Company's initial public offering in December 1996.


Liquidity and Capital Resources

The  Company's  need  for funding has increased  from
period  to period   as   it  has  continued  its
research  and  development activities  for  the
enhancement of Truecolor Systems,  increased its
capital expenditures on equipment and commenced
production of Truecolor  Systems.   To  date,  the
Company  has  financed  its operations  through
customer payments, borrowings  and  sale  of equity
securities.

Through  March  31, 1998, the Company had received
$5.7  million from  the  delivery  of 48 Truecolor
Systems  to  customers,  net proceeds  of  $7.8
million from borrowings and the sale  of  debt
securities,  net  proceeds of $2.5 million from the
exercise  of warrants and stock options and net
proceeds of $43.4 million from the sale of equity
securities.  Of the net equity proceeds, $24.4
million  was  raised in the Company's initial public
offering  in December 1996 and the balance of $19.0
million was raised through the private placement of
equity securities.

As  of  March 31, 1998, the Company's primary source
of liquidity was cash and cash equivalents totaling
$4.7 million.

Operating  activities consumed $3.2 million in  cash
during  the first  quarter  of  1998 compared to $5.4
million  in  the  first quarter  of  1997.  This
decrease was primarily attributed  to  a decrease in
the net loss of the Company and less cash utilized in
the   procurement  of  inventory  and  payment   of
outstanding liabilities.

Capital expenditures decreased 98.3% from $591,000
for the quarter ended March 31, 1997 to $10,000 for
the quarter ended March 31, 1998.  This decrease was
primarily attributed to leasehold improvements made
to occupy the second floor of the facility currently
leased by the Company and purchases of manufacturing
and test equipment to support the Company's
development and manufacturing efforts, which were all
incurred during the first quarter of 1997.

On January 13, 1998, the Company completed a private
equity financing providing net proceeds to the
Company of $3.9 million. Pursuant to the financing,
the Company issued 4,500 shares of Series B
Convertible Preferred Stock at a price of $1,000 per
share and warrants to purchase the Company's common
stock.  The warrants issued are exercisable into
300,000 shares of common stock with an exercise price
of $2.75 and an expiration date of January 9, 2008.
Additionally, warrants exercisable into 115,385
shares of common stock with an exercise price of
$2.50 and an expiration date of January 9, 2003 were
issued to the placement agent for services provided.

In  January  1998,  the Company completed a
realignment  of  its staffing in an effort to further
optimize its resources  to  meet the  challenges and
demands of the marketplace.  This realignment and
other reductions decreased the Company's staffing
from  140 full-time,  part-time and contract
employees as of  December  31, 1997  to  96  full-
time, part-time and contract employees  as  of March
31, 1998.

Based  on the current operating plan of the Company,
the  primary requirements for cash through the
remainder of 1998  will  be  to fund  operating
losses, increased marketing and  sales  efforts,
commercial  production of the enhanced Truecolor
System  and  the further  development  and
enhancement of the Company's  products. The
Company's   currently  planned  research  and
development activities are focused on developing
wider ink jet printheads for greater  color  coverage
per page and higher resolution  ink  jet printing.

Under  the current operating plan, the Company
believes that  its existing cash resources and the
funds raised through the  private placement
completed in January 1998 will be sufficient  for
the financing  of its operations and capital
expenditures through  at least  the second quarter of
1998.  The Company is continuing  to review  various
financing strategies, both debt and equity,  that
would allow it to continue to fund operations and
planned capital expenditures  through the remainder
of 1998.  In  the  event  the Company  is
unsuccessful in achieving its anticipated  increased
sales volume or the Company fails to obtain
additional financing, the  Company  would expect to
reduce costs and  expenses  through reduction in its
planned expansion, including a reduction in 1998
planned  inventory  increases,  capital  expenditures
and  other costs,  sufficient to fund cash
requirements through the  end  of 1998.   The
Company  is a development stage company  and  it  is
expected that quarterly net losses will continue
through at least the fourth quarter of 1998.

Forward-Looking Statements
The foregoing statements and analysis contain forward-
looking statements and information including
information with respect to the Company's plans and
strategy for its business.  Such forwardlooking
statements are made pursuant to the "safe harbor"
provisions of Section 21E of the Securities Exchange
Act of 1934, as amended, which were enacted as part
of the Private Securities Litigation Reform Act of
1995.  Forward-looking statements
contained in the foregoing analysis include
marketing, revenue and expenditure expectations, and
other strategies and anticipated events. Without
limiting the foregoing, the words "believes",
"anticipates", "plans", "expects" and similar
expressions are intended to identify forward-looking
statements. There are a number of important factors
that could cause actual events or the Company's
actual results to differ materially from those
indicated by such forward-looking statements.  These
factors include, without limitation, (i) the ability
of the Company to develop and maintain sales and
distribution agreements with OEM customers;  (ii) the
ability of the Company to develop a market for its
product;  (iii) the dependence of the Company on
third party marketing, distribution and support,
including the control by the Company's OEM customers
over the timing of the introduction of its products
and the need for the Company to complete and satisfy
extensive testing requirements of its products on a
timely basis;  (iv) the dependence of the Company on
third party manufacturers and suppliers;  (v)  the
ability of the Company to raise sufficient capital on
reasonable terms; (vi) the level of customer acceptance of the
Company's products; and (vii) potential fluctuations
in the Company's quarterly results of operations.
Further information on factors that could cause
actual results to differ from those anticipated is
detailed in the Company's Annual Report on Form 10-K
for 1997 as filed with the Securities and Exchange
Commission.  Any forward-looking information
contained herein should be considered in light of
these factors.

Part II.  Other Information

Item 1.  Legal Proceedings
The Company is not a party to any material legal
proceedings.

Item 2.  Changes in Securities and Use of Proceeds
On  January  13,  1998  the Company completed  a
private  equity offering  of  4,500 shares of the
Company's Series B  Convertible Preferred  Stock
(the  "  Series  B  Stock")  with  accompanying
warrants  to  purchase  an aggregate of  300,000
shares  of  the Company's  common stock.  The
offering yielded gross proceeds  of $4.5  million to
the Company and net proceeds to the  Company  of $3.9
million after advisors' fees of $472,500 and other
offering expenses of approximately $106,500.  The
Series B Stock was  sold exclusively to Accredited
Investors and was not registered  under the
Securities Act of 1933, as amended, in reliance  on
Section 4(2)  thereof  as  interpreted  by  Rule  506
of  Regulation   D promulgated  thereunder.  In
connection with  the  offering,  the Company  agreed
to register the common stock issuable  upon  the
conversion  of  the  Series  B Stock  and  the
exercise  of  the warrants.

The  Series B Stock, no par value per share, is
convertible  into such  number  of  shares  of common
stock  as  is  determined  by dividing  the  stated
value ($1,000) of each share  of  Series  B Stock (as
such value is increased by an annual premium of 6%)
by the then current conversion price of the Series B
Stock (which is determined, generally, by reference
to 85% of the average of  the closing  market  price
of  the  common  stock  during  the  five consecutive
trading  days  immediately  preceding  the  date  of
determination) subject to certain restrictions and
adjustments.

Item 3.  Defaults Upon Senior Securities
None.

Item 4.  Submission of Matters to a Vote of Security Holders
None.

Item 5.  Other Information
By action of the Board of Directors on April 14,
1998, the Registrant granted options to purchase
shares of the Registrant's common stock at an
exercise price of  $3.125 per share, the fair market
value as of that date, to Charles E. Buchheit who,
effective May 8, 1998, will become the Registrant's
President and Chief Executive Officer.  Coincident
with such grant, the Registrant also re-priced, based
on the fair market value as of April 14, 1998, all
options outstanding under its 1995 Stock Incentive
Plan which had a current exercise price exceeding
$3.125.

Item 6.  Exhibits and Reports on Form 8-K
(a)  Exhibits
Exhibit 27 - Financial data schedule

(b)  Reports filed on Form 8-K
On  January 13, 1998, the Company filed a report on
Form  8-K  in which  it  reported the completion of a
private equity  financing consisting of 4,500 units
of Series B Convertible Preferred Stock and warrants
to purchase the Company's Common Stock.



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.

                                   ACCENT COLOR SCIENCES, INC.
Date     May 1, 1998            By  /s/ Norman L. Milliard
                                     Norman L. Milliard
                                     President and Chief
                                     Executive Officer
                                       
                                By  /s/ Patrick J. Pedonti
                                     Patrick J. Pedonti
                                     Vice President
                                     and Chief Financial Officer
                                     (Principal Financial and
                                      Accounting Officer)