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, 1999

                               OR

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

     For the transition period from ________ to ___________

                Commission file number: 0-18553


                             Ashworth, Inc.

           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)

                               (760) 438-6610
                     (Telephone No. 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 at February 25, 1999

$.001 par value Common Stock              14,079,773
<PAGE>
                             INDEX
  
                                                               PAGE

Part I.   Financial Information

Item 1.   Financial Statements

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

Item 2.   Management's Discussion and Analysis of
          Financial Condition and Results of Operations          6

Part II.  Other Information                                     11

          Signatures                                            13
<PAGE>
ASHWORTH, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                       
                                                       
                                        January 31        October 31
                                           1999               1998
ASSETS                                  (UNAUDITED)
CURRENT ASSETS:                                        
<S>                                      <C>              <C>
                                                       
     Cash and cash equivalents          $1,617,000        $4,763,000
     Accounts receivable-trade, net     20,488,000        19,924,000
     Accounts receivable - other           556,000           459,000
     Inventories                        38,673,000        35,288,000
     Income tax refund receivable        1,184,000         1,149,000
     Other current assets                3,311,000         3,160,000
     Deferred income tax asset           1,808,000         1,486,000
     Total current assets               67,637,000        66,229,000
                                                       
PROPERTY, PLANT AND EQUIPMENT           24,522,000        24,139,000
     Less accumulated depreciation and                 
      amortization                     (12,370,000)      (11,823,000)
                                        12,152,000        12,316,000
                                                       
OTHER ASSETS                             3,271,000         3,089,000
                                       $83,060,000       $81,634,000
                                                       
                                                       
LIABILITIES AND STOCKHOLDERS' EQUITY                   
CURRENT LIABILITIES:                                   
     Line of credit                     $4,100,000         $      --
     Current portion of long-term debt     940,000           940,000
     Accounts payable-trade              4,504,000         6,260,000
     Accrued liabilities                 2,570,000         2,714,000
     Total current liabilities          12,114,000         9,914,000
                                                       
LONG-TERM DEBT, net of current portion   3,178,000         3,445,000
DEFERRED INCOME TAX LIABILITY              744,000           738,000
OTHER LONG TERM LIABILITIES                439,000           432,000
                                                       
STOCKHOLDERS' EQUITY:                                  
     Common stock                           14,000            14,000
     Capital in excess of par value     42,259,000        42,259,000
     Retained earnings                  24,340,000        24,827,000
     Deferred compensation                      --            (8,000)
     Accumulated other comprehensive
       income                              (28,000)           13,000
                                        66,585,000        67,105,000
                                       $83,060,000       $81,634,000
                                                       
</TABLE>
<PAGE>
ASHWORTH, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
                                            Three months ended
                                                 January 31
                                            1999           1998
<S>                                     <C>            <C>
NET SALES                                $19,662,000     $24,026,000
                                                    
COST OF GOODS SOLD                        13,421,000      14,501,000
     Gross profit                          6,241,000       9,525,000
                                                     
SELLING, GENERAL AND                                
ADMINISTRATIVE EXPENSES                    6,879,000       6,248,000
     Income (loss) from operations          (638,000)      3,277,000
                                                    
OTHER INCOME (EXPENSE):                             
     Interest income                          10,000           6,000
     Interest expense                       (110,000)       (121,000)
     Other income (expense)                  (62,000)        (42,000)
     Total other income (expense)           (162,000)       (157,000)
                                                    
     Income (loss) before provision                 
     for income taxes                       (800,000)      3,120,000
                                                    
PROVISION FOR INCOME TAX EXPENSE  
    (BENEFIT)                               (313,000)      1,261,000
                                                    
     Net income (loss)                     ($487,000)     $1,859,000
                                                    
NET INCOME (LOSS) PER SHARE                         
Basic:                                              
     Weighted average shares outstanding  14,080,000      13,593,000
     Net earnings (loss) per share            ($0.03)          $0.14
                                                    
Diluted:                                            
     Weighted average shares outstanding  14,080,000      14,350,000
     Net earnings (loss) per share            ($0.03)          $0.13
</TABLE>

<PAGE>
ASHWORTH, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>

                                                   Three months ended
                                                       January 31
                                                  1999            1998
                                                        
CASH FLOWS FROM OPERATING ACTIVITIES:                   
<S>                                           <C>             <C>
Net cash used in operating activities         ($6,553,000)    ($6,244,000)
                                                        
CASH FLOWS FROM INVESTING ACTIVITIES:                   
                                                        
 Purchases of property and equipment             (385,000)       (449,000)
                                                        
Net cash used in investing activities            (385,000)       (449,000)
                                                        
CASH FLOWS FROM FINANCING ACTIVITIES:                   
                                                        
     Principal payments on capital                      
       lease obligations                          (25,000)        (73,000)
     Borrowing on line of credit                6,725,000       3,025,000
     Payments on line of credit                (2,625,000)     (3,025,000)
     Principal payments on notes                        
       payable and long-term debt                (242,000)       (281,000)
     Proceeds from issuance of common                   
       stock                                           --       4,851,000
     Repayment of loan by Stockholder                  --         850,000
                                                        
 Net cash provided by financing        
     activities                                 3,833,000       5,347,000
                                                        
                                                        
Effect of exchange rate changes on cash           (41,000)       (109,000)
                                                        
NET DECREASE IN CASH AND                                
CASH EQUIVALENTS                               (3,146,000)     (1,455,000)
                                           
CASH AND CASH EQUIVALENTS,                              
     beginning of period                        4,763,000       3,787,000
                                                        
CASH AND CASH EQUIVALENTS, end of period       $1,617,000      $2,332,000
                                                        
</TABLE>
<PAGE>
ASHWORTH, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JANUARY 31, 1999

NOTE 1- Basis of Presentation.

   In the opinion of management, the accompanying condensed
   consolidated balance sheets and related interim condensed
   consolidated statements of operations and condensed 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 to be expected for the 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, 1998
   filed with the Securities and Exchange Commission.

NOTE 2 - Inventories.

   Inventories consisted of the following at January 31,
   1999, and October 31, 1998:
<TABLE>
<CAPTION>

                             January 31,         October 31,
                                 1999               1998
           <S>               <C>             <C>
           Raw materials     $4,317,000      $4,221,000
           Work in            1,613,000       1,949,000
           Process
           Finished Goods    32,743,000      29,118,000
                            $38,673,000     $35,288,000
                                           

</TABLE>
<PAGE>
NOTE 3 - Earnings (Loss) Per Share Information.

   Basic earnings (loss) per share has been computed based
   upon the weighted average number of shares outstanding
   during the period and diluted earnings per share has been
   computed based upon the weighted average number of shares
   outstanding plus the dilutive effects of common shares
   contingently issuable from stock options.  Common stock
   options are excluded from the computation of net earnings
   per share if their effect is anti-dilutive.  The
   following table sets forth the computation of basic and
   diluted earnings (loss) per share based upon the
   requirements of Statement 128:
<TABLE>
<CAPTION>

                                                  Three months ended
                                                      January 31
                                                 1999             1998
    Numerator:                                          
    <S>                                        <C>            <C>
    Net income (loss)                          ($487,000)     $1,859,000
                                                       
    Numerator for basic and diluted                    
    earnings (loss) per share - income                 
    (loss) available to common shareholders    ($487,000)     $1,859,000
                                                       
    Denominator:                                       
                                                       
    Denominator for basic earnings (loss)
    per share - weighted average shares       14,080,000      13,593,000
                                                       
    Effect of dilutive securities:                     
    Employee stock options                            --         757,000
                                                       
    Denominator for diluted earnings (loss) 
    per share - adjusted weighted average
    shares and assumed conversions            14,080,000      14,350,000
                                                       
    Basic earnings (loss) per share               ($0.03)          $0.14
                                                       
    Diluted earnings (loss) per share             ($0.03)          $0.13
   
   </TABLE>
   
   The diluted weighted average shares outstanding
   computation excludes 2,654,000 anti-dilutive shares in
   the first quarter of fiscal year 1999, and no anti-
   dilutive shares in the first quarter of 1998.
   
NOTE 4 - Comprehensive Income.

   As of November 1, 1998 the Company adopted SFAS No. 130
   Reporting Comprehensive Income.  SFAS No. 130 establishes
   standards for the reporting and display of comprehensive
   income and its components.  SFAS No. 130 requires the
   cumulative translation adjustment to be included as a
   component of the comprehensive income (loss) in addition
   to net income (loss) for the period.  During the quarters
   ended January 31, 1999 and 1998 total comprehensive
   income (loss) was ($528,000) and $1,750,000,
   respectively.

NOTE 5 - Legal Proceedings.

   On January 22, 1999, Milberg Weiss Bershad Hynes & Lerach
   LLP filed a class action in the United States District
   Court for the Southern
   <PAGE>
   District of California on behalf of purchasers of the
   Company's common stock during the period between
   September 4, 1997 and July 15, 1998 alleging violations
   of the Securities Exchange Act of 1934 by the Company and
   certain of its officers and directors.  The complaint
   alleges that, during the class period, Company executives
   made positive statements about the Company's business
   including statements concerning product demand, offshore
   production and inventories.  The complaint further
   alleges that the defendants knew these statements to be
   false and concealed adverse conditions and trends in the
   Company's business during the class period. The plaintiff
   seeks to recover unspecified damages on behalf of all
   purchasers of the Company's common stock during the
   period September 4, 1997 to July 15, 1998.  The Company
   was served a copy of the complaint on January 26, 1999.
   Some of the directors have subsequently been served.  No
   other proceedings have yet occurred.  As management has
   only recently received this complaint and because they
   are still evaluating the claims set forth in the
   complaint, at this time management is unable to determine
   the financial impact, if any, that this complaint may
   have on the Company.  It is management's intent to
   vigorously defend itself against this complaint.

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

Results of Operations

Consolidated net sales for the first quarter of fiscal 1999
decreased 18.2% to $19,662,000 from $24,026,000 for the same
period in 1998.  Domestic sales decreased 11.1% to $17,995,000
from $20,246,000 in the January quarter 1998, primarily due to
lower sales in the Company's off-course, specialty and retail
business. Foreign sales decreased 55.9% to $1,667,000 from
$3,780,000 for the same period of the prior year due primarily to
the Company's decision to terminate the contract with its
Canadian distributor and start up a division to sell directly to
its Canadian accounts, shifting some of the sales traditionally
realized in the first quarter of the year into the second and
third quarters.  In addition, sales to Asia and Europe were lower
in the first quarter of 1999.  The decline in sales in Europe is
primarily due to softened demand and the strength of the British
pound against the European currencies.

Gross profit for the quarter decreased to 31.7% as compared to
39.6% a year earlier. This was primarily due to increased per
unit cost resulting from increased distribution and embroidery
costs as well as more product made domestically than planned.

Consolidated selling, general and administrative expenses
increased 10.1% to $6,879,000 or 35.0% of sales for the quarter
compared to 26.0% in the January quarter 1998.  The increase was
due primarily to higher distribution costs and the costs of the
new women's and corporate divisions which were not an expense in
the first quarter of fiscal 1998.  The Company installed an
additional 35 golfman shop fixtured locations during the first
quarter, bringing the total number to 635 at January 31, 1999.

Other expenses increased slightly to $162,000 from $157,000 in
the first quarter of 1998, due primarily to a slightly higher
currency transaction loss by Ashworth UK Ltd in its transactions
with Ashworth, Inc. offset by a slightly lower interest expense
on the domestic long term debt.

The effective income tax rate for the quarter was 39.1% of pre-
tax loss compared with 40.4% in the January quarter of 1998.  The
effective tax rate in the first quarter of fiscal 1999 is
consistent with the actual tax rate used in fiscal year 1998.
<PAGE>
Financial Condition

The Company's primary sources of liquidity are expected to be its
working capital line of credit with the bank and other financial
alternatives such as leasing.  The Company requires cash for
expansion of its domestic and international sales, capital
expenditures and for general working capital purposes.  The
Company has a $20,000,000 working capital line of credit with
Bank of America.  At January 31, 1999, the Company had $4,100,000
outstanding against the line as compared to no amounts
outstanding at January 31, 1998.  The Company has obtained a one-
time waiver from Bank of America for non-compliance with the
covenant which provides that the Company may not have losses in
any two consecutive quarters.

Trade receivables were $20,488,000 at January 31, 1999, an
increase of $564,000 over the balance at October 31, 1998.
Because the Company's business is seasonal, the receivables
balance may more meaningfully be compared to the balance of
$18,853,000 at January 31, 1998, rather than the year-end
balance.  This shows an increase of 8.7% in receivables which is
primarily due to dating given on selected sales programs.

Inventory increased to $38,673,000 from $35,288,000 at October
31, 1998, an increase of 9.6%. However, compared to the inventory
of $33,303,000 at January 31, 1998, inventory has increased by
16.1%.  This is primarily attributable to increased inventory at
the Company's European subsidiary resulting from lower than
planned sales, the addition of the Canadian division and
additional inventory to support domestic fashion product pre-
booking trends.

During the quarter, the Company incurred capital expenditures of
$385,000 mainly for embroidery machines, leasehold improvements
and computer equipment.

Based upon current levels of operations, the Company expects that
sufficient cash flow will be generated from operations so that,
combined with other financing alternatives available, including
cash on hand, bank credit facilities, and leasing alternatives,
the Company will be able to meet all of its debt service, capital
expenditure and working capital requirements.

Derivatives

The Company enters into short-term foreign exchange contracts
with its bank to hedge against the impact of currency
fluctuations between the U.S. dollar and the British pound. The
contracts provide that, on specified dates, the Company will sell
the bank a specified number of British pounds in exchange for a
specified number of U.S. dollars. Additionally, the Company's
subsidiary in England has similar contracts with its bank to
hedge against currency fluctuations between the British pound and
other European currencies.  Realized gains and losses on these
contracts are recognized in the same period as the hedged
transactions.  These contracts have maturity dates that do not
normally exceed 12 months. As of January 31, 1999 the Company had
outstanding foreign currency forward exchange contracts with a
notational value of approximately $4.4 million dollars and had an
unrealized gain of $11,000.


Year 2000 Computer Conversion

Historically, most databases, as well as embedded microprocessors
in computer systems and industrial equipment, were designed with
date data using only two digits of the year.  Most computer
programs, computers and embedded microprocessors controlling
equipment were programmed to assume that all two digit dates were
preceded by "19", causing "00" to be interpreted as the year
1900.  This formerly common practice now could result in a
computer system or
<PAGE>
embedded microprocessor which fails to recognize properly a year
that begins with a "20", rather than "19".  This in turn could
result in computer system miscalculations or failures, as well as
failures of equipment controlled by the date-sensitive
microprocessors, and is generally referred to as the "Year 2000"
problem.

The Company's computer operations currently run on an IBM AS400
computer.  The Company's software is based upon an established,
fully integrated, relational database system designed for
manufacturing companies and adapted for the apparel industry.
The programs running on the Company's computer will have to be
modified to accommodate the Year 2000.  Certain of the Company's
manufacturing equipment has embedded chips which are date
sensitive and will have to be modified to accommodate the Year
2000.

During fiscal 1998, the Company completed a detailed analysis of
the program changes required and hired outside consultants to
work with in-house staff to make the necessary modifications.  As
of February 28, 1999, approximately 84% of the system changes were
completed with implementation of all changes scheduled for March
31, 1999.  The Company's ancillary systems are scheduled to be
Year 2000 compliant by June 30, 1999.  The Company has tested
100% of its renovated systems and has determined that
approximately 63% of these systems are now Year 2000 compliant.
The Company is scheduled to complete testing by May 31, 1999.
There can be no guarantee that target dates will be met as a
result of a number of factors including the continuing
availability of outside consultants. It is estimated that
expenditures for the Year 2000 project were approximately
$135,000 in fiscal 1998 and will be approximately $255,000 in
fiscal 1999 with costs being paid out of working capital. This
estimate, based upon currently available information, will be
updated as the Company continues its assessment and proceeds with
implementation and testing, and may need to be revised upon
receipt of more information from vendors of material goods and
services and upon the design and implementation of the Company's
contingency plan.

The Company has assessed its non-information technology systems
such as embedded chip and micro controllers used in its
facilities and operations and has determined that its card key
security system is not compliant.  The target date for completion
of the security system upgrade is June 30, 1999.

The Company has identified and sent letters to approximately 500
key vendors in an attempt to gain assurance of vendors' Year 2000
readiness, with responses originally requested by January 31,
1999.  The Company has received a response from approximately 10%
of its vendors.  The Company is in the process of identifying
which of its vendors it believes are critical to its business.
The Company expects to continue discussions with the critical
vendors of goods and services throughout 1999 to attempt to
ensure the uninterrupted supply of goods and services and to
develop contingency plans in the event of the failure of any such
vendors to become and remain Year 2000 ready.  The Company will
also seek to develop contingency plans for alternate sources of
goods and services for those currently supplied by non-critical
third party vendors.

If some or all of the Company's remediated or replaced internal
computer systems fail the testing phase, or if any software
applications or embedded microprocessors critical to the
Company's operations are overlooked in the assessment and
implementation phases, there could be a material adverse effect
on the Company's results of operations, liquidity and financial
condition of a magnitude which the Company has not yet fully
analyzed.
 
In addition, the Company has not been assured that the computer
systems of its vendors of material goods and services will be
Year 2000 ready in a timely manner or that the computer systems
of third parties with which the Company's computer system
exchanges data will be Year 2000 ready both in a timely manner
and in a
<PAGE>
manner compatible with continued data exchange with the Company's
computer systems.

If the vendors of the Company's most important goods and
services, or the suppliers of the Company's necessary energy,
telecommunications and transportation needs, fail to provide the
Company with the materials and services which are necessary to
produce, distribute and sell its products, the electrical power
and other utilities to sustain its operations, or reliable means
of obtaining supplies and transporting products to its customers,
such failure could have a material adverse effect on the results
of operations, liquidity and financial condition of the Company.

New Accounting Standards

In June 1997, the FASB issued SFAS No. 131 Disclosures about
Segments of an Enterprise and Related Information.  This
Statement established standards for the way that public business
enterprises report information about operating segments in annual
financial statements and requires that enterprises report
selected information about operating segments in interim
financial reports issued to stockholders. This Statement shall be
effective for fiscal years beginning after December 15, 1997. In
the initial year of application, comparative information for
earlier years is to be restated. This Statement requires only
additional informational disclosures and is effective for the
Company's fiscal year ending October 31, 1999.

In June 1998, the FASB issued SFAS No. 133, Accounting for
Derivative Instruments and Hedging Activities, which establishes
accounting and reporting standards for derivative instruments and
hedging activities. SFAS No. 133 requires that an entity
recognize all derivatives as either assets or liabilities in the
statement of financial position and measure those instruments at
fair value.  This Statement is effective for all fiscal years
beginning after June 15, 1999.  SFAS No. 133 is effective for the
Company's fiscal year ending October 31, 2000 and is not expected
to have a material effect on the Company's financial position or
results of operations.

Cautionary Statements and Risk Factors

This report on Form 10-Q contains certain forward looking
statements, including without limitation those regarding the
Company's plans and expectations for revenue growth, product
lines, designs and seasonal collections, marketing programs,
foreign sourcing, cost controls, inventory levels, availability
of working capital and Year 2000 readiness.  These plans and
expectations are subject to a number of risks and uncertainties
that could cause actual results to differ materially from those
anticipated, and the Company's business in general is subject to
certain risks that could affect the value of the Company's stock.
These risks include the following:

  Demand for the Company's products may decrease if the
  popularity of golf decreases.

  Like other apparel manufacturers, the Company must correctly
  anticipate and help to direct fashion within its industry.  The
  Company's results of operations could suffer if it fails to
  develop fashions and styles that are well received in any season.

  The market for golf apparel and sportswear is extremely
  competitive.  While the Company is a leader in the core green
  grass market, it has several strong competitors that are better
  capitalized and have stronger distribution systems.  Outside
  green grass market, the Company's market share is not
  significant.  Price competition or industry consolidation
<PAGE>
  could weaken the Company's competitive position.

  The Company relies upon domestic and foreign contractors to
  manufacture various products.  If these contractors deliver goods
  late or fail to meet the Company's quality standards, the Company
  could lose sales.

  There can be no assurance that the Company's future revenues
  will not decline due to various factors, including potential
  consolidation of the Company's core green grass market, which
  could result in discounting, as well as possible general declines
  in economic conditions from the levels recently experienced.

  The Company maintains high levels of inventory to support
  its Basics program, and additional products, greater sales
  volume, and customer trends toward increased "at-once" ordering
  may require increased inventory.  Disposal of excess prior season
  inventory is an ongoing part of the Company's business, and
  inventory writedowns may materially impair the Company's
  financial performance in any period.  Particular inventory may be
  subject to multiple writedowns if the Company's initial reserve
  estimates for inventory obsolescence or lack of throughput prove
  to be too low.  These risks increase as inventory grows.

  The Company's and/or its vendors' computer systems may not
  be Year 2000 compliant which could result in the Company's
  inability to produce, distribute and/or sell its products.

<PAGE>
                           PART II

                      OTHER INFORMATION


ITEM 1  LEGAL PROCEEDINGS

On January 22, 1999, Milberg Weiss Bershad Hynes & Lerach LLP
filed a class action in the United States District Court for the
Southern District of California on behalf of purchasers of the
Company's common stock during the period between September 4,
1997 and July 15, 1998 alleging violations of the Securities
Exchange Act of 1934 by the Company and certain of its officers
and directors.  The complaint alleges that, during the class
period, Company executives made positive statements about the
Company's business including statements concerning product
demand, offshore production and inventories.  The complaint
further alleges that the defendants knew these statements to be
false and concealed adverse conditions and trends in the
Company's business during the class period. The plaintiff seeks
to recover unspecified damages on behalf of all purchasers of the
Company's common stock during the period September 4, 1997 to
July 15, 1998.  The Company was served a copy of the complaint on
January 26, 1999.  Some of the directors have subsequently been
served.  No other proceedings have yet occurred. As management
has only recently received this complaint and because they are
still evaluating the claims set forth in the complaint, at this
time management is unable to determine the financial impact, if
any, that this complaint may have on the Company.  It is
management's intent to vigorously defend itself against this
complaint.

ITEM 2  CHANGES IN SECURITIES AND USE OF PROCEEDS - 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

(a)  Exhibits

3(a)  Certificate of Incorporation as filed March 19, 1987 with
      the Secretary of State of Delaware, Amendment to
      Certificate of Incorporation as filed August 3, 1987 and
      Amendment to Certificate of Incorporation as filed April
      26, 1991 (filed as Exhibit 3(a) to Registrant's
      Registration Statement dated February 21, 1992 (File No.33-
      45078)) and incorporated herein by reference) and
      Amendment to Certificate of Incorporation as filed April
      6, 1995 (filed as Exhibit 3(a) to the Registrant's Form 10-
      K for fiscal year ended October 31, 1994 (File No. 0-
      18553), and incorporated herein by reference)
      
3(b)  Bylaws of the Registrant as adopted by its board of
      directors on March 19, 1987, and amended February 13,
      1991, October 15, 1993, and November 30, 1993 (filed as
      Exhibit 3(b) to Registrant's Form 10-K for the fiscal year
      ended October 31, 1993 (File No. 0-18553) and incorporated
      herein by reference).
      
4(a)  Specimen certificate for Common Stock, par value $.001, of
      the Registrant (filed as Exhibit 4(a) to Registrant's
      Registration Statement dated
<PAGE>
      November 4, 1987 (File No.33-16714-D) and incorporated
      herein by reference).

4(b)(1) Specimen certificate for Options granted under the
      Amended and Restated Nonqualified Stock Option Plan dated
      March 12, 1992 (filed as Exhibit 4(b) to Registrant's Form
      10-K for the fiscal year ended October 31, 1993 (File No.
      0-18553) and incorporated herein by reference).

4(b)(2) Specimen certificate for Options granted under the
      Founders Stock Option Plan dated November 6, 1992 (filed
      as Exhibit 4(b)(2) to Registrant's Form 10-K for the
      fiscal year ended October 31, 1993 (File No. 0-18553) and
      incorporated herein by reference).

4(c)  Specimen certificate for Options granted under the
      Incentive Stock Option Plan dated June 15, 1993 (filed as
      Exhibit 4(c) to Registrant's Form 10-K for the fiscal year
      ended October 31, 1993 (File No. 0-18553) and incorporated
      herein by reference).

4(d)  Rights Agreement dated as of October 6, 1998 by and
      between Ashworth, Inc. and American Securities Transfer &
      Trust, Inc. (filed as Exhibit 99.1 to Registrant's Form 8-
      A of Registration Statement filed on October 9, 1998,
      (File No. 001-14547) and incorporated herein by
      reference).

27   Financial Data Schedule


(b)  Reports on Form 8-K - NONE

<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.

                                  ASHWORTH, INC
                                   (Registrant)



Date: March 17, 1999            By: /s/ Randall L. Herrel, Sr.
                                Randall L. Herrel, Sr.
                                President and CEO


Date: March 17, 1999            By: /s/ John Newman
                                John Newman
                                Principal Financial and
                                Accounting Officer