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 July 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: 0-18553

                              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 September 3, 1998

  $.001 par value Common Stock            14,079,773

                            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        6

Part II.  Other Information                                  11

Signatures                                                   12

ASHWORTH, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS 
(Unaudited)
<TABLE>
<CAPTION>
                                     July 31,          October 31, 
                                        1998               1997     
ASSETS
CURRENT ASSETS:
 <S>                              <C>                <C>
 Cash and cash equivalents         $ 6,154,000         $ 3,787,000 
 Accounts receivable-trade          25,021,000          11,971,000 
 Accounts receivable - other         1,184,000             735,000 
 Inventories                        32,839,000          33,645,000
 Deferred income tax asset           1,164,000           1,218,000 
 Income tax refund receivable          375,000           1,522,000 
 Other current assets                1,791,000           2,089,000 
                                   -----------         ----------- 
 Total current assets               68,528,000          54,967,000 
                                   -----------         ----------- 
PROPERTY, PLANT AND EQUIPMENT       23,831,000          21,819,000 
 Less accumulated depreciation     (11,379,000)         (9,729,000)       
                                   -----------         ----------- 
                                    12,452,000          12,090,000 

OTHER ASSETS                         3,172,000           1,760,000 
                                   -----------         ----------- 
                                   $84,152,000         $68,817,000 
                                   ===========         =========== 

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt   $1,095,000          $1,114,000 
Accounts payable-trade               5,633,000           6,146,000              
Accrued liabilities                  2,069,000           2,879,000 
                                    ----------          ---------- 
   Total current liabilities         8,797,000          10,139,000 
                                    ----------          ---------- 
LONG-TERM DEBT,
   less current portion              3,537,000           4,336,000 
DEFERRED INCOME TAX LIABILITY          710,000             676,000 
OTHER LONG-TERM LIABILITIES            425,000             665,000 


STOCKHOLDERS' EQUITY:
 Common stock                           14,000              13,000 
 Capital in excess of par value     44,043,000          34,277,000
 Retained earnings                  26,688,000          19,527,000 
 Deferred compensation                 (21,000)            (59,000)
 Note receivable from stockholder            0            (850,000)
 Cumulative translation adjustment     (41,000)             93,000 
                                   -----------         -----------
   Total stockholders' equity       70,683,000          53,001,000 
                                   -----------         ----------- 
                                   $84,152,000         $68,817,000 
                                   ===========         =========== 
</TABLE>
ASHWORTH, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
<TABLE>
<CAPTION>                                                         
                      Three months ended July 31,  Nine months ended July 31,
                          1998          1997           1998          1997   
<S>                      <C>          <C>          <C>          <C>
NET SALES                $25,598,000  $21,702,000  $87,681,000   $72,161,000 

COST OF GOODS SOLD        16,380,000   13,722,000   52,734,000    45,057,000 
                         -----------  -----------  -----------   ----------- 
  Gross profit             9,218,000    7,980,000   34,947,000    27,104,000 

SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES    8,019,000    6,504,000   22,999,000    18,672,000   
                         -----------  -----------  -----------   ----------- 
Income from operations     1,199,000    1,476,000   11,948,000     8,432,000
                        
OTHER INCOME (EXPENSE):
  Interest income             69,000       15,000      112,000        23,000 
  Interest expense          (109,000)    (137,000)    (341,000)     (472,000)
  Other income (expense)      53,000     (105,000)     (38,000)     (121,000)
                         -----------  -----------  -----------   -----------  
  Total other income
     (expense)                13,000     (227,000)    (267,000)     (570,000)
                                      
  Income before provision
     for income taxes      1,212,000    1,249,000   11,681,000     7,862,000 

PROVISION FOR INCOME TAXES   430,000      481,000    4,520,000     3,039,000
                         -----------  -----------  -----------   ----------- 
  Net income                $782,000     $768,000   $7,161,000    $4,823,000 
                         ===========   ==========  ===========   =========== 

NET INCOME PER SHARE:

Basic:
  Weighted average shares
  outstanding             14,702,000   12,315,000   14,211,000    12,229,000 
  Net earnings per share       $0.05        $0.06        $0.50         $0.39 
       
Diluted:
  Weighted average shares
  outstanding             15,253,000   12,968,000   15,001,000    12,329,000 
  Net earnings per share       $0.05        $0.06        $0.48         $0.39 
</TABLE>

ASHWORTH, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>   
                                                Nine months ended July 31,
                                                  1998             1997   

CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                           <C>                <C>
Net cash used in operating activities         ($5,287,000)       ($263,000)

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchases of property and equipment            (1,953,000)        (844,000)
Proceeds from sale of equipment                         0           21,000 
                                              -----------      ----------- 
Net cash used in investing activities          (1,953,000)        (823,000)

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from issuance of common stock         13,250,000        3,198,000 
Payments for repurchase of common stock        (3,483,000)               0 
Proceeds from borrowings on revolving
               line of credit                   3,025,000       16,335,000   
Principal payments on 
               revolving line of credit        (3,025,000)     (16,335,000)
Principal payments on long-term debt             (716,000)        (790,000)
Principal payments on 
               capital lease obligations         (160,000)        (294,000)
Repayment of loan by stockholder                  850,000                0 
                                              -----------      ----------- 
Net cash provided (used) by 
               financing activities             9,741,000       (2,114,000)
                                              -----------      ----------- 

Effect of exchange rate changes on cash          (134,000)         (55,000)
                                              -----------       ----------- 

NET INCREASE IN CASH AND
CASH EQUIVALENTS                                2,367,000          972,000 

CASH AND CASH EQUIVALENTS, 
beginning of period                             3,787,000        1,954,000 
                                              -----------      ----------- 
CASH AND CASH EQUIVALENTS, 
end of period                                  $6,154,000       $2,926,000 
                                              ===========      =========== 
</TABLE>

ASHWORTH, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
July 31, 1998

NOTE 1- Basis of Presentation.         
        In the opinion of management, the accompanying consolidated
        condensed balance sheet and related interim consolidated
        condensed statements of income 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,
        1997.

        Certain reclassifications have been made to certain prior year
        balances in order to conform with current year presentation.

NOTE 2 - Inventories.
    
        Inventories consisted of the following at July 31, 1998 and
        October 31, 1997:
<TABLE>
<CAPTION>
                                    July 31,       October 31,
                                       1998           1997  
      <S>                         <C>            <C>
       Raw materials               $ 4,025,000    $ 5,055,000
       Work in Process               1,932,000      3,664,000
       Finished Goods               26,882,000     24,926,000
                                   -----------    -----------
                                   $32,839,000    $33,645,000
                                   ===========    ===========
</TABLE>
NOTE 3 - Earnings Per Share Information.

    During the quarter ended January 31, 1998 the Company adopted
    Statement of Financial Accounting Standards No. 128 "Earnings
    per Share" (Statement 128).  As required by Statement 128, the
    Company must present basic earnings per share and diluted
    earnings per share as defined.  Accordingly, basic earnings 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. All prior period
    information has been restated to conform to the provisions of
    Statement 128.  The following table sets forth the computation
    of basic and diluted earnings per share based on the
    requirements of Statement 128:

<TABLE>
<CAPTION>
                       Three months ended July 31,  Nine months ended July 31,
                               1998         1997       1998        1997   
  Numerator:
   <S>                      <C>          <C>         <C>         <C>
  Net income - Numerator
  for basic and diluted
  earnings per share -
  income available to
  common shareholders          $782,000    $768,000  $7,161,000  $4,823,000
                               ========    ========  ==========  ==========
  Denominator:

  Denominator for basic
  earnings per share -
  weighted average shares    14,702,000  12,315,000  14,211,000  12,229,000


  Effect of dilutive
  securities-employee
  stock options                 551,000     653,000     790,000     100,000
                            ----------- -----------  ----------  ----------
  Denominator for diluted
  earnings per share -
  adjusted weighted average
  shares and assumed
  conversions                15,253,000  12,968,000  15,001,000  12,329,000
                             ==========  ==========  ==========  ==========

  Basic earnings
       per share                  $0.05       $0.06       $0.50       $0.39

  Diluted earnings
       per share                  $0.05       $0.06       $0.48       $0.39

</TABLE>

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

Results of Operations

Third Quarter 1998 compared to Third Quarter 1997

Sales for the quarter increased 17.9% to $25,598,000 from  $21,702,000 for the
same period in 1997.  This was primarily due to increased sales volume
resulting from an increasing demand for the Ashworth brand.  Domestic sales
for the quarter increased 20.9% to $21,899,000 from $18,112,000 in the July
quarter 1997.  Foreign sales increased 3.0% to $3,699,000 from $3,590,000.  

Gross profit increased 15.5% to $9,218,000 from $7,980,000 for the third
quarter of 1997. As a percent of sales, gross profit decreased to 36.0% from
36.8% primarily due to sales discounts in selected areas of the Company's
business.

Selling, general and administrative expenses increased 23.3% to $8,019,000
from $6,504,000 in the third quarter of 1997. These expenses were 31.3% of
sales compared to 30.0% in the same period of the prior year. The increase was
primarily due to additional sales and customer service expenses and additional
distribution expenses arising from offshore sourcing problems which reduced
product availability.  The offshore problems were related to the quality and
timeliness of key styles of the Company's popular basics line. To address
these offshore problems, the Company has hired an outside independent
inspection service to complement its current inspection services; has enhanced
its existing quality assurance program; is implementing more detailed product
specifications for the construction of garments; and in 1999,  will double
source selected key, high volume styles by producing them domestically and
offshore to minimize risk. The Company added 142 more locations to its in-store
shop fixturing program during the quarter, which was more than
anticipated. This brings the total number of fixtured locations to 475.

Other income increased to $13,000 from other expense of $227,000 in the third
quarter of 1997, due primarily to reduced currency transaction losses at
Ashworth UK Ltd., increased interest income on cash investments, and lower
interest expense on reduced bank borrowings.
 
The effective income tax rate for the quarter was 35.5% of pre-tax earnings
compared with 38.5% in the July quarter 1997.  The effective rate for the nine
months year-to-date was calculated to produce an effective, annualized rate of
38.7% as compared to 39.1% for the half year.

Nine months ended July 31, 1998 compared to Nine months ended July 31, 1997

Sales for the first nine months of fiscal 1998 increased 21.5% to $87,681,000
from $72,161,000 for the same period in 1997.  Domestic sales increased 28.2%
to $72,115,000 as compared to $56,260,000 for the same period of the prior
year. This increase was primarily due to increased sales volume resulting from
demand for the Ashworth brand.  Foreign sales decreased 2.1% to $15,566,000 as
compared to $15,901,000 for the same period in fiscal year 1997.  This
decrease was primarily due to a 78.1% drop in sales to Asia which were
$1,013,000 in the first nine months of fiscal 1998 compared to $4,621,000 in
the same period in 1997.  The Company believes that sales to Asia will remain
low due to the current economic conditions there.  Stronger demand for the
Ashworth brand in Europe increased sales there by 30.6% to $9,609,000 from
$7,357,000 for the same period in 1997.

Gross profit increased 28.9% to $34,947,000 from $27,105,000 for the first
nine months of 1997 and, as a percent of sales, increased to 39.9% from 37.6%. 
This improvement was a result of offshore  sourcing of product, production
related cost cutting measures and increased domestic business which tends to
produce higher margins than the Company's international business. The Company
believes that most gross profit improvements from these efforts have been
realized.

Selling, general and administrative expenses increased 23.2% to $22,999,000
from $18,672,000 for the first nine months of 1997. These expenses were  26.2%
of sales compared to 25.9% in the same period of the prior year.  Spending for
advertising, Golfman shop fixture programs, sales and customer service
expenses and additional distribution expenses arising from offshore sourcing
problems accounted for the majority of the increase.

Other expense decreased to $267,000 from $570,000 in the first nine months of
fiscal 1997. This decrease was due primarily to lower interest expense because
of reduced bank borrowings, and reduced currency transaction losses at
Ashworth UK Ltd. as well as increased interest income from cash investments.
 
Liquidity and Financial Condition

The Company's primary sources of liquidity are expected to be cash flows from
operations, 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.  Bank of America has extended the
Company's $20,000,000 line of credit through March 1, 2000.  At July 31, 1998,
at October 31, 1997 and at July 31, 1997, the Company had no borrowings
against the line.

Trade receivables were $25,021,000 at July 31, 1998, an increase of
$13,050,000 over the balance at October 31, 1997.  Because the Company's
business is seasonal, the receivables balance should be compared to the
balance of $17,398,000 at July 31, 1997, rather than the balance at
October 31, 1997. Sales increased 17.9% in the quarter compared to the July
quarter 1997, and the Company also gave extended payment terms to customers as
part of the Basics and fixtures programs.  The Company believes that
discontinuation of these temporary extended payment terms should tend to move
the trade receivables closer to historical levels.

Inventory decreased to $32,839,000 from $33,645,000 at October 31, 1997, a
decrease of 2.4%. Compared to the inventory of $25,578,000 at July 31, 1997,
inventory increased 28.4%. The majority of this increase is attributable to
anticipated growth in sales and a build up in the inventory for the Basics
program.

During the nine months ended July 31, 1998, the Company expended $1,953,000 on
capital equipment. The expenditures were mainly for computer equipment,
embroidery machines, furniture and fixtures and leasehold improvements.

Common stock and capital in excess of par value increased by $9,767,000 in the
nine months ended July 31, 1998.  Stock options for 1,326,969 shares were
exercised in the period contributing $13,250,000 of the increase. The Company
repurchased 427,000 shares of its own common stock in July 1998 at an
aggregate cost of $3,483,000 and immediately retired those shares. In the
month of August 1998, the Company repurchased an additional 250,000 shares of
its own common stock at an aggregate cost of $1,733,000 and immediately
retired those shares.  The Company is currently authorized to repurchase up to
an additional 323,000 shares.

Based upon current levels of operations and anticipated growth, 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 for the immediately foreseeable future.

Derivatives.

The Company has 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.

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
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 run on an IBM AS400 computer.  The Company's
software is based on 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.

The Company has completed a detailed study of the  program changes required
and selected outside consultants to make the changes. It is anticipated that
the programming work will be completed and tested by June 30, 1999.  The
project was initiated in June of 1998 and is currently on schedule.  It is
estimated that expenditures for the Year 2000 project will be approximately
$315,000.  This estimate, based on 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.

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 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.

The Company has not yet established a contingency plan to address unavoided or
unavoidable Year 2000 risks, but it expects to create such a plan during the
balance of 1998 and 1999.

New Accounting Standards

In June 1997, the FASB issued SFAS No. 130 "Reporting Comprehensive Income".
This Statement sets standards for reporting and display of comprehensive
income and its components (revenues, expenses, gains and losses) in a full set
of general-purposes financial statements. This Statement shall be effective
for fiscal years beginning after December 15, 1997. Reclassification of
financial statements for earlier periods provided for comparative purposes is
required. This Statement requires only additional informational disclosures
and is effective for the Company's fiscal year ending October 31, 1999.

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".  This statement establishes accounting
and reporting standards for derivative instruments, including certain
derivative instruments embedded in other contracts, (collectively referred to
as derivatives) and for hedging activities.  It 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.  If certain
conditions are met, a derivative may be specifically designated as (a) a hedge
of the exposure to changes in fair value of a recognized asset or liability or
an unrecognized commitment, (b) a hedge of the exposure to variable cash flows
of a forecasted transaction, or   a hedge of  the foreign currency exposure of
a net investment in a foreign operation, an unrecognized firm commitment, an
available-for- sale security, or a foreign-currency-denominated forecasted
transaction.  The accounting for changes in the fair value of a derivative
depends on the intended use of the derivative and the resulting designation. 
This statement is effective for all fiscal quarters of all fiscal years
beginning after June 15, 1999.  Earlier application of all of the provisions
of this statement is encouraged.  This statement shall not be applied
retroactively to financial statements of prior periods.  This Statement is
effective for the Company's fiscal year ending October 31, 2000.

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
expansion of its in-store Golfman shop program and "New Basics" product line,
cost controls, inventory levels, and availability of working capital.  These
plans and expectations are subject to a number of risks and uncertainties that
could cause actual results to differ materially from those anticipated.  These
include the timely development and acceptance of new products, the impact of
competitive products and pricing, manufacturing difficulties and other risks
detailed frequently in Ashworth, Inc. SEC reports, including the report on
Form 10-K for the year ended October 31, 1997.  There can be no assurance that
the Company's future revenues will continue to increase at the rate
experienced for fiscal year 1998 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
robust levels recently experienced.  The Company needs to maintain high levels
of inventory to support its Basics program and its overall sales levels and
commensurate with increased inventory the Company faces an increased risk of
inventory write-offs due to obsolescence or lack of through put in the future.

                            PART II.
                                
                       OTHER INFORMATION

Item 1.     LEGAL PROCEEDINGS.

There were no material pending or threatened legal proceedings 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 July 31, 1998.  

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.

Exhibit No.   Description of Exhibit
    27        Financial Data Schedule.  

Form 8-K: No reports on Form 8-K were filed by the Company during the third
          quarter of the fiscal year ended October 31, 1998.



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


Date: September 14, 1998             By: /s/ Randall L. Herrel, Sr.
                                     Randall L. Herrel, Sr.
                                     President and
                                     Chief Executive Officer


Date: September 14, 1998             By: /s/ John Newman           
                                     John Newman    Chief Financial Officer and
                                     Chief Accounting Officer