FORM 10-Q

                SECURITIES AND EXCHANGE COMMISSION

                      Washington, D.C. 20549



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

         For the quarterly period ended January 31, 1997

                                OR

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

      For the transition period from ________ to ___________

                 Commission file number: 0-18553


                          Ashworth, Inc.
      (Exact name of registrant as specified in its charter)

              Delaware                            84-1052000
    (State or other jurisdiction of             (I.R.S. Employee
   incorporation or organization)             Identification No.)

                         2791 LOKER AVENUE WEST 
                          CARLSBAD, CA 92008
               (Address of Principal Executive Offices)
                            (Zip Code)
                            (619) 438-6610
         (Registrant's telephone number, including area code)




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 ____


Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date.

               Title         Outstanding as of March 6, 1997.

   $.001 par value Common Stock          12,180,626

<PAGE>                        INDEX

                                                       PAGE

Part I.   Financial Information

Item 1.   Financial Statements.

          Consolidated Balance Sheets                     1
          Consolidated Statements of Income               2
          Consolidated Statements of Cash Flows           3
          Notes to consolidated financial statements      4

Item 2.   Management's Discussion and Analysis of 
          Financial Condition and Results of Operations   5

Part II.  Other Information                               7

          Signatures                                      8
<PAGE> ASHWORTH, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS 
(Unaudited)
<TABLE>
<CAPTION>
                                           January 31   October 31
                                              1997        1996
ASSETS

CURRENT ASSETS:
<S>                                        <C>           <C>
   Cash and cash equivalents               $ 1,546,533   $ 1,953,918 
   Accounts receivable-trade                15,403,411     8,835,663 
   Accounts receivable - other                 830,990       877,471
   Inventories                              25,892,773    24,729,179
   Deferred income tax benefit               1,051,934     1,755,216 
   Income tax refund receivable                116,352     1,769,119 
   Other current assets                      1,767,654     1,815,128 
                                            ----------    ----------
         Total current assets               46,609,648    41,735,694 
 
PROPERTY, PLANT AND EQUIPMENT               18,063,028    17,880,437 
   Less--Accumulated depreciation           (7,156,161)   (6,694,349)
                                            ----------    ---------- 
                                            10,906,867    11,186,088

CAPITAL LEASES - EQUIPMENT                   2,069,021     1,971,221 
   Less--accumulated amortization           (1,013,299)     (963,556)
                                            ----------    ---------- 
                                             1,055,722     1,007,665 

OTHER ASSETS                                   967,547       982,714 
                                            ----------    ----------
                                           $59,539,784   $54,912,161 
                                           ===========   =========== 
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
   Line of credit                          $ 4,560,000             0 
   Current portion of long-term debt         1,533,576     1,512,051
   Accounts payable-trade                    4,873,314     5,969,495
   Accrued liabilities-
         Salaries and commissions              946,304       946,465 
         Other                               1,977,556     1,705,480 
                                            ----------    ---------- 
         Total current liabilities          13,890,750    10,152,491 

LONG-TERM DEBT, net of current portion       5,020,242     5,307,284 

DEFERRED INCOME TAX LIABILITY                  623,663       585,815 

STOCKHOLDERS' EQUITY:
   Common stock                                 12,181        12,163
   Capital in excess of par value           24,316,136    24,217,654
   Retained earnings                        15,863,076    14,699,461
   Deferred compensation                       (97,267)     (109,954)
   Cumulative translation adjustment           (88,997)       47,247
                                            ----------    ----------
                                            40,005,129    38,866,571
                                            ----------    ---------- 
                                           $59,539,784   $54,912,161
                                           ===========   =========== 
</TABLE>
<PAGE>ASHWORTH, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
<TABLE>
<CAPTION>

                                        Three months ended January 31
                                              1997       1996

<S>                                   <C>         <C>
NET SALES                             $19,840,823 $17,069,864 

COST OF GOODS SOLD                     12,371,590  10,469,153 
                                       ----------  ---------- 
   Gross profit                         7,469,233   6,600,711

SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES                 5,420,943   4,856,524 
                                       ----------  ---------- 
   Income from operations               2,048,290   1,744,187 
                                       ----------  ---------- 
OTHER INCOME (EXPENSE):
   Interest income                          5,149      12,662
   Interest expense                      (142,097)   (318,585)
   Other income (expense)                  21,575      (1,237)
                                       ----------  ----------
                                         (115,373)   (307,160)
                                       ----------  ---------- 
Income before provision
   for income taxes                     1,932,917   1,437,027

PROVISION FOR INCOME TAXES                769,301     602,964
                                       ----------  ---------- 
   Net income                         $ 1,163,616 $   834,063 
                                      =========== =========== 

NET INCOME PER COMMON AND 
   EQUIVALENT SHARE:
Primary:
   Weighted average shares
      outstanding                      12,216,960  11,958,206 
   Net earnings per share                   $0.10       $0.07

Fully diluted:
   Weighted average shares
      outstanding                      12,304,171  12,032,045
   Net earnings per share                   $0.09       $0.07
</TABLE>
<PAGE>
ASHWORTH, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>




                                          Three months ended January 31,
                                                 1996        1995

CASH FLOWS FROM OPERATING ACTIVITIES:

<S>                                              <C>           <C>
 Net cash used in operating activities           ($4,518,453)  ($4,835,875)

CASH FLOWS FROM INVESTING ACTIVITIES:

 Purchases of property and equipment                (182,591)   (1,564,944)
                                                    --------     --------- 
 Net cash used in investing activities              (182,591)   (1,564,944)

CASH FLOWS FROM FINANCING ACTIVITIES:

 Principal payments on capital
      lease obligations                             (101,542)     (171,771)
 Borrowing on line of credit                       7,960,000     5,275,000 
 Payments on line of credit                       (3,400,000)            0 
 Borrowing on notes payable
      and long-term debt                                   0       930,014 
 Principal payments on notes payable 
      and long-term debt                            (263,299)     (258,051)
 Proceeds from issuance of common
      stock                                           98,500       333,300 
                                                    --------     --------- 
 Net cash provided by financing
      activities                                   4,293,659     6,108,492 
                                                   ---------     --------- 

NET DECREASE IN CASH AND
 CASH EQUIVALENTS                                   (407,385)     (292,327)

CASH AND CASH EQUIVALENTS,
 beginning of period                               1,953,918     1,613,029 
                                                   ---------     --------- 
CASH AND CASH EQUIVALENTS, end of period          $1,546,533    $1,320,702 
                                                  ==========    ========== 
</TABLE>
<PAGE>
ASHWORTH, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JANUARY 31, 1997

NOTE 1- Basis of Presentation.                
  In the opinion of management, the accompanying balance sheets and
  related interim statements of operations and cash flows include all
  adjustments (consisting only of normal recurring items) necessary for
  their fair presentation.  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, liabilities, revenues, and expenses.  Actual
  results could differ from those estimates.  Interim results are not
  necessarily indicative of results for a full year.

  Certain information in footnote disclosure normally included in
  financial statements has been condensed or omitted in accordance with
  the rules and regulations of the Securities and Exchange Commission. 
  The information included in this Form 10-Q should be read in
  conjunction with Management's Discussion and Analysis and financial
  statements and notes thereto included in the annual report on Form
  10-K for the year ended October 31, 1996.

NOTE 2 - Inventories.
  Inventories consisted of the following at January 31, 1997, and
  October 31, 1996:
<TABLE>
<CAPTION>

                                   January 31,    October 31,
                                      1997           1996       

<S>                                  <C>          <C>
       Raw materials                 $ 4,811,309  $ 3,258,555
       Work in Process                 1,816,955    1,937,069
       Finished Goods                 19,264,509   19,533,555
                                      ----------   ----------
                                     $25,892,773  $24,729,179
                                      ==========   ==========
</TABLE>
NOTE 3 - Long-Term Debt.
  During the three month period, long term debt and the current portion
  of long term debt decreased by $265,517.  The Company entered into
  an equipment leasing agreement for $99,324 to purchase an embroidery
  machine.  Principal repayments on notes payable and capital leases
  were $364,841.


NOTE 4 - Per Share Information.
  Earnings per share amounts are computed based on the weighted average
  number of shares actually outstanding plus the shares that would be
  outstanding assuming the conversion of the outstanding dilutive
  options, all of which are considered to be Common Stock equivalents. 
  The number of shares that would be issued from the exercise of stock
  options has been reduced by the number of shares that could have been
  purchased from the proceeds at the average market price of the
  Company's stock.
<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
        AND RESULTS OF OPERATIONS 

Results of Operations

Consolidated Sales for the quarter were $19.8 million, an increase of 16.2%
over sales of $17.1 million for the same period in 1996. Domestic and
foreign sales were as follows:
<TABLE>
<CAPTION> 
                                           Jan Qtr 1997        Jan Qtr 1996
<S>                                         <C>                 <C>
Domestic sales                              $13,688,119         $11,268,297

Foreign sales:
  Ashworth UK Ltd                               515,280             201,511
  Other                                       5,637,424           5,600,056
                                             ----------          ----------
Total Foreign sales                           6,152,704           5,801,567
                                             ----------          ----------
Total sales                                 $19,840,823         $17,069,864
                                             ==========          ==========
</TABLE>

Strong sell-through at the retail level in the golf pro shops, specialty
stores and upscale department stores, as well as factory outlet stores,
contributed to the increase in domestic sales.  While Europe sales are
experiencing growth, the Company is currently reevaluating how to
distribute its products to Japan due to lower than expected commitments
from its current Japan distributor.

As of March 12, 1997, the Company had over 100 commitments for its Golfman 
in-store shop/fixture program.  The Company has designed a line of apparel
for the younger golfer under the AGCo  label for the Fall 1997 season.  The
Company also anticipates opening a new retail concept store, in July 1997,
to showcase its products.  

Gross margin for the quarter was 37.7% compared to 38.7% in the January
quarter 1996 due primarily to a somewhat larger proportion of the sales mix
being at a lower margin.

Selling, general and administrative expenses decreased to 27.3% of net
sales in the quarter compared with 28.5% in 1996. The decrease resulted
from cost containment programs set in place by management, including
general expense reductions and a 5% reduction in the work force, as well
as elimination of budgeted but unfilled positions.  The cost containment
program is estimated to result in an approximate annualized $1.5 to
$2 million savings, which will affect both selling, general and
administrative expenses and cost of sales.  Management believes that these
effects will not be fully realized until fiscal 1997 fourth quarter or 1998
first quarter.  Management intends to continue exploring other cost
containment measures.

Other expense shows a net decrease of $191,787 for the quarter due
primarily to lower borrowings from the bank resulting in lower interest
payments.
<PAGE>
FINANCIAL CONDITION

The Company has a business loan agreement with Bank of America which
provides a $20,000,000 revolving line of credit. At January 31, 1997, the
Company had an outstanding loan balance with the bank of $4,560,000
compared to a zero balance at October 31, 1996. Because of the seasonality
of the Company's business, the  quarter-end loan balance should be
compared with the balance of $11,945,000 outstanding a year earlier. At
March 7, 1997, the loan balance outstanding was $2,065,000.

Trade receivables were $15,403,000 at January 31,1997, an increase of
$6,568,000 over the balance at October 31, 1996. Because the Company's
business is seasonal, the receivables balance should be compared to the
balance of $14,506,000 at January 31, 1996, rather than the year-end
balance. This shows an increase of 6.2% in receivables compared with an
increase of 16.2% in sales over the prior year's first quarter.
 
Inventory increased to $25,893,000 from $24,729,000 at October 31, 1996,
an increase of 4.7%. However, compared to the inventory of  $30,677,000 at
January 31, 1996, inventory has decreased by 15.6% due primarily to better
forecasting and production control.  Management intends to continue its
strategy of lowering inventory levels throughout 1997.
<PAGE>
PART II.  OTHER INFORMATION

ITEM 1  LEGAL PROCEEDINGS

There were no material pending or threatened legal proceedings as to which
the Company or any of its subsidiaries was a party or of which any of their
property was the subject during the fiscal quarter ended January 31, 1997.

ITEM 2  CHANGES IN SECURITIES - NONE

ITEM 3  DEFAULTS UPON SENIOR SECURITIES - NONE

ITEM 4  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS - NONE 

ITEM 5  OTHER INFORMATION - NONE

ITEM 6  EXHIBITS AND REPORTS ON FORM 8-K  -  NONE

Exhibit No.                   Description of Exhibit

10(o)(9)  Registrant's guarantee of its subsidiaries obligations
          under  Lease Agreement dated October 30, 1996, for the
          South Coast Plaza retail store.

27        Financial Data Schedule.

Form 8-K:

No reports on Form 8-K were filed during the first quarter ended 
January 31, 1997.
<PAGE>
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.

                              ASHWORTH, INC
                               (Registrant)



Date:         3/14/97         /s/ Randall L. Herrel, Sr.   
                              Randall L.Herrel, Sr.
                              President and 
                              Chief Executive Officer


Date:         3/14/97         /s/ John Newman              
                              John Newman                            
                              Chief Financial Officer