SEC Filing No. 0000823553

                                FORM 10-Q

              UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                          Washington, DC  20549

Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

             For the quarter ended November 30, 1996
             Commission file number  1-11636 and 0-21050 

     ENCORE MARKETING INTERNATIONAL, INC.          
     (Exact name of Registrant as specified in its Charter)

     Delaware                               52-1439053          
(State or other jurisdiction of          (I.R.S. Employer
incorporation or organization)           Identification No.)

4501 Forbes Boulevard, Lanham, Maryland       20706 
(Address of Principal Executive Offices)     (Zip Code) 

Registrant's telephone number, including area code   301-459-8020


Securities registered pursuant to Section 12(g) of the Act:

Title of each class       Name of each exchange on which
                          registered
Common Stock $.01 Par Value           NASD Bulletin Board 
4% Series A Convertible               NASD Bulletin Board
  Participating Preferred Stock 
   Par Value $10.00 per share            


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 twelve (12)
months (or for such shorter period that the registrant was
required to file such report(s)), and (2) has been subject to
such filing requirements for the past 90 days.  Yes   X    No    


As of November 30, 1996, there were 3,231,000 shares of Common
Stock $.01 par value, outstanding.

                                                             
Number of pages in the report:         16    <PAGE>
   ENCORE MARKETING INTERNATIONAL, INC. AND SUBSIDIARIES

           For the three and six months ended November 30, 1996

                        PART I - Financial Information

Item 1.         Financial Statements.

                              General

The information contained in this report is furnished for the
Registrant, Encore Marketing International, Inc. and
subsidiaries.  The unaudited, condensed consolidated financial
statements have been prepared in accordance with the instructions
to Form 10-Q and, therefore, omit or condense certain footnotes
and other information normally included in financial statements
prepared in accordance with generally accepted accounting
principles.  In the opinion of management, the information in
this report reflects all adjustments (consisting only of normal
recurring adjustments) necessary for a fair presentation of the
financial information for the interim periods presented.  Results
of operations for the three and six months ended November 30,
1996, will not be necessarily indicative of the results for the
fiscal year ending May 31, 1997.  This report should be read in
conjunction with the Annual Report on Form 10-K for the fiscal
year ended May 31, 1996.<PAGE>
       ENCORE MARKETING INTERNATIONAL, INC., AND SUBSIDIARIES
                  CONSOLIDATED BALANCE SHEETS

                                                                 
                              November 30               May 31
                                   1996                  1996   
ASSETS:                                                          

    (unaudited)                      
  Current assets:
       Cash and cash equivalents  $   56,000      $    632,000 
       Cash and cash equivalents, 
          restricted                 765,000           765,000 
          Accounts receivable
            Membership             5,852,000         6,984,000 
            Other                    350,000           380,000 
          Supplies and deferred 
           solicitations           1,068,000         1,633,000 
          Prepaid expenses           135,000           154,000 
  Total current assets             8,226,000        10,548,000 
 Property and equipment:
          Furniture and equipment  2,419,000         3,750,000 
          Leasehold improveme        130,000           225,000 
          Furniture and equipment
           under capital leases    1,352,000         2,028,000 
                                   3,901,000         6,003,000 
          Less accumulated depreciation
           and amortization       (3,375,000)       (5,245,000)
             Net property and equipment                          

                                     526,000           758,000 
  Other assets:
          Deferred financing cost, net of amortization           

                                      39,000            59,000 
          Other                      139,000           125,000 
             Total other assets      178,000           184,000 
             Total assets       $  8,930,000      $ 11,490,000
<PAGE>
  ENCORE MARKETING INTERNATIONAL, INC., AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEETS

                                   November 30       May 31
                                   1996               1996   
                                        (unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT):                  

  Current Liabilities:
          Current portion of 
           Capital lease obligations   $   164,000    $ 171,000  

           Notes payable                 2,906,000      805,000 
           Accounts payable              2,956,000    3,600,000 
          Other current liabilities      1,566,000    2,281,000 
          Reserve for cancellations      2,683,000    3,088,000 
  Total current liabilities             10,275,000    9,945,000 
  Long Term Debt, Net of Current Portion:
          Capital lease obligations        265,000      338,000 
          Notes payable                  2,080,000    4,530,000 
          Other                             16,000       31,000 
                                         2,361,000    4,899,000 
  Stockholders' equity (deficit):
          4% Series A Preferred stock    5,700,000    5,700,000 
          Common stock                      36,000       36,000 
          Capital in excess of par         341,000      341,000 
          Accumulated deficit           (5,970,000)  (5,618,000)
                                           107,000      459,000 
          Treasury stock at cost        (3,813,000)  (3,813,000)

          Total stockholders' 
           equity (deficit)             (3,706,000)  (3,354,000)

  Total liabilities and 
  stockholders' equity                $  8,930,000  $ 11,490,000
<PAGE>
     ENCORE MARKETING INTERNATIONAL, INC., AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF OPERATIONS
         SIX MONTHS ENDED NOVEMBER 30, 1996 AND NOVEMBER 30, 1995

                                      1996             1995    
                                  (unaudited)      (unaudited) 

  Revenues                       $ 14,643,000       $ 20,576,000 

  Costs and expenses:
      Direct membership fulfillment 1,381,000          2,748,000 
          Advertising and promotion 7,114,000         10,839,000 
          General and administrative 
           expenses                 5,885,000          6,293,000 
  Total costs and expenses         14,380,000         19,880,000 
  Income from operations              263,000            696,000 
  Interest expense                    249,000            194,000 
  Income before income taxes           14,000            502,000 
  Income tax expense                    -                     - 
  Net income                           14,000            502,000 
  Preferred dividend requirement      365,000            365,000 
  Net (loss) income applicable 
     to common stock            $    (351,000)       $   137,000 

  Net (loss) income per share   $        (.11)       $       .04 

  Weighted average number of 
     shares outstanding             3,231,000          3,232,000 

<PAGE>
   ENCORE MARKETING INTERNATIONAL, INC., AND SUBSIDIARIES
             CONSOLIDATED STATEMENTS OF OPERATIONS
  THREE MONTHS ENDED NOVEMBER 30, 1996 AND NOVEMBER 30, 1995

                                                                 

                                      1996             1995    
                                  (unaudited)      (unaudited) 

  Revenues                       $ 6,674,000        $ 10,014,000 

  Costs and expenses:
     Direct membership fulfillment   449,000           1,274,000 
     Advertising and promotion     3,540,000           5,512,000 
     General and administrative 
      expenses                     2,823,000           2,849,000 
  Total costs and expenses         6,812,000           9,635,000 

  Income from operations            (138,000)            379,000 
  Interest expense                   124,000              94,000 
  (Loss) income before income taxes (262,000)            285,000 
  Income tax expense                      -                   - 
  Net (loss) income                 (262,000)            285,000 
  Preferred dividend requirement     182,000             183,000 
  Net (loss) income applicable 
     to common stock           $    (444,000)        $   102,000 
  Net (loss) income per share  $        (.14)        $       .03 
  Weighted average number of
   shares outstanding              3,231,000           3,232,000 

<PAGE>
       ENCORE MARKETING INTERNATIONAL, INC., AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS
     SIX MONTHS ENDED NOVEMBER 30, 1996 AND NOVEMBER 30, 1995

                                      1996             1995    
                                  (unaudited)      (unaudited) 

Cash Flows From Operating Activities:
     Net income                  $     14,000       $    502,000 
     Adjustments to reconcile net 
      income to net cash provided
      by operating activities:
        Depreciation and amortization 297,000            318,000 
         Changes in operating assets and liabilities:
          Decrease in accounts 
           receivable               1,162,000          3,819,000 
          Decrease (increase) in
           supplies, deferred
           solicitations and prepaid
           expenses                    584,000          (821,000)
          Decrease in accounts 
           payable and other current
           liabilities              (1,359,000)         (167,000)
          Decrease in reserve for 
           cancellations              (405,000)       (2,438,000)
          (Increase) decrease in 
           other assets                (14,000)            3,000 
          Net cash provided by
           operating activities        279,000         1,216,000 
Cash Flows From Investing Activities:
       Purchases of property and
        equipment                       (37,000)         (36,000)
          Decrease in restricted cash 
           equivalents                       --           75,000 
       Net cash used in investing 
        activities                      (37,000)          39,000 
Cash Flows From Financing Activities:
       Repayments under capital 
        lease obligations               (89,000)        (115,000)
          Payments on notes payable    (349,000)        (372,000)
          Payments on notes payable
           to related party                  --         (237,000)
          Proceeds of loan from 
           related party                     --          600,000 
          Decrease in other long-term
           debt                         (15,000)         (82,000)
          Purchase of common stock           --           (1,000)
          Preferred dividend paid      (365,000)        (365,000)
          Net cash used in financing
           activities                  (818,000)        (572,000)
  (Decrease) increase in cash and 
     cash equivalents                  (576,000)         683,000 
  Cash and cash equivalents,
  Cash and cash equivalents, 
     end of period                  $    56,000      $ 1,128,000
<PAGE>
      ENCORE MARKETING INTERNATIONAL, INC., AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
                               (unaudited)


1.        Cash and cash equivalents:

          Restricted cash primarily represents amounts held in
interest-bearing accounts pursuant to arrangements with credit
card processors.


2.        Earnings (loss) per share:

          Earnings (loss) per share are based on the weighted
average shares outstanding during each period after giving
appropriate effect for preferred stock dividends.  Fully diluted
earnings per share is not presented since the assumed conversion
of the Series A Preferred Stock after adjustment for preferred
dividends is antidilutive.

3.        Prior year reclassifications:

          Certain fiscal 1996 amounts have been reclassified to
conform to current year presentations.

4.        In September 1996, the Company closed its facility in
North Huntingdon, Pennsylvania. 

          As a result, the Company has included $164,000 of costs
associated with this in general and administrative expenses for
the six months ended November 30, 1996.
<PAGE>
          ENCORE MARKETING INTERNATIONAL, INC. AND SUBSIDIARIES

     For the Three and Six Month Period Ended November 30, 1996

                 PART I - Financial Information

Item 2.   Management's discussion and analysis of financial
          condition and results of operations.

Six months ended November 30, 1996 (fiscal 1997) as compared to
the six months ended November 30, 1995 (fiscal 1996)

          Revenues during the first six months of fiscal 1997
decreased $5,933,000 (28.8%) to $14,643,000 from $20,576,000 for
the corresponding period in fiscal 1996.  Renewal revenues
decreased by $1,798,000 (15.7%) to $9,664,000 for the first six
months of fiscal 1997 from $11,462,000 during the first six
months of fiscal 1996.  This decrease is a result of a reduction
in the overall percentage of renewing members associated with
financial institutions and a corresponding increase in members
associated with retail clients.  This change in client mix has
caused an overall reduction in renewal rates since members
associated with retail clients tend to renew at a lower rate than
those associated with financial institutions.  The Company is
currently developing and testing membership conservation programs
in order to increase retention on renewals and new memberships.
Revenues from new member acquisitions decreased by $4,125,000
(52.9%) to $3,680,000 during the first six months of fiscal 1997
from $7,805,000 for the corresponding period of 1996.  The
decline was a result of a decrease in response rates for mail
solicitations, unsatisfactory results of new mail packages and a
decrease in telemarketing.  The Company is revising and will
continue testing new packages.  Revenues from other sources
decreased to $1,299,000 for the first six months of 1997 from
$1,309,000 for the corresponding period in 1996.

          Direct membership fulfillment, which relates to
membership activity and includes the cost of directories,
membership cards, postage, printed materials, premiums and cash
rebates, decreased by $1,367,000 (49.7%) to $1,381,000 during the
first six months of fiscal 1997 from $2,748,000 for the
corresponding period of the previous year.  This decrease is
principally due to a decrease in cash rebates and reduced
membership fulfillment material.

          Advertising and promotion, which are costs incurred in
acquiring members and includes solicitation postage, printed
materials, telemarketing, solicitation premiums and commissions
decreased by $3,725,000 (34.4%) to $7,114,000 during the first
six months of fiscal 1997 from $10,839,000 during the first six
months of fiscal 1996.  This decrease is a result of a decrease
in new member acquisition programs.

          General and administrative expenses decreased by
$408,000 (6.5%) to $5,885,000 during the first six months of
fiscal 1997 from $6,293,000 during the first six months of fiscal
1996.  As a percentage of revenues, general and administrative
expenses were 40.2% versus 30.6% during the first six months of
fiscal 1997 and 1996, respectively.  General and administrative
expenses for the first six months of fiscal year 1997 include
$164,000 in costs associated with the closing of the Company's
facility in North Huntingdon, Pennsylvania.

          Interest expense for the first six months of fiscal
1997 increased by $55,000 (28.4%) to $249,000 as compared to
$194,000 for the first six months of 1996.

          As a result of the above, the Company had net income of
$14,000 for the first six months of fiscal 1997 as compared to
net income of $502,000 for the first six months of fiscal 1996.


Three months ended November 30, 1996 (second quarter) as compared
to the three months ended November 30, 1995 (second quarter)

          Revenues during the second quarter of fiscal 1997
decreased $3,340,000 (33.4%) to $6,674,000 from $10,014,000 for
the corresponding period in fiscal 1996.  Renewal revenues
decreased by $1,644,000 (28.1%) to $4,212,000 for the second
quarter of fiscal 1997 from $5,856,000 during the first six
months of fiscal 1996.  The decrease is a result of a reduction
in the overall percentage of renewing members associated with
financial institutions and a corresponding increase in members
associated with retail clients.  This change in client mix has
caused an overall reduction in renewal rates since members
associated with retail clients tend to renew at a lower rate than
those associated with financial institutions.  The Company is
currently developing and testing membership conservation programs
in order to increase retention on renewals and new memberships. 
Revenues from new member acquisitions decreased by $1,566,000
(44.9%) to $1,921,000 during the first six months of fiscal 1997
from $3,487,000 for the corresponding period of 1996.  The
decline was a result of a decrease in response rates for mail
solicitations, unsatisfactory results of new mail packages and a
decrease in telemarketing.  The Company is revising and will
continue testing new packages.  Revenues from other sources
decreased to $541,000 for the second quarter of 1997 from
$671,000 for the corresponding period in 1996.

          Direct membership fulfillment, which relates to
membership activity and includes the cost of directories,
membership cards, postage, printed materials, premiums and cash
rebates, decreased by $825,000 (64.8%) to $449,000 during the
second quarter of fiscal 1997 from $1,274,000 for the
corresponding period of the previous year.  This decrease is
principally due to a decrease in cash rebates and reduced
membership fulfillment material.

          Advertising and promotion, which are costs incurred in
acquiring members and includes solicitation postage, printed
materials, telemarketing, solicitation premiums and commissions
decreased by $1,972,000 (35.8%) to $3,540,000 during the second
quarter of fiscal 1997 from $5,512,000 during the second quarter
of fiscal 1996.  This decrease is a result of a decrease in new
member acquisition programs.

          General and administrative expenses decreased by
$26,000 (0.9%) to $2,823,000 during the second quarter of fiscal
1997 from $2,849,000 during the second quarter of fiscal 1996. 
As a percentage of revenues, general and administrative expenses
were 42.3% versus 28.5% during the second quarter of fiscal 1997
and 1996, respectively.  

          Interest expense for the second quarter of fiscal 1997
increased by $30,000 (31.9%) to $124,000 as compared to $94,000
for the second quarter of 1996.

          As a result of the above, the Company had a net loss of
$262,000 for the second quarter of fiscal 1997 as compared to net
income of $285,000 for the second quarter of fiscal 1996.


Liquidity and Capital Resources

          For the six months ended November 30, 1996 cash flow
provided by operating activities was $279,000.  Cash of $37,000
was used in investing activities and $818,000 was used in
financing activities for the first six months of fiscal 1997.  As
a result, at November 30, 1996, cash and cash equivalents
decreased by $576,000 to $56,000 as compared to $632,000 at May
31, 1996.  The Company has approximately $2,200,000 due to its
Senior Subordinated Secured Notes in November 1997 and is
exploring options for how these notes will be paid or
restructured.  In January 1997, an affiliate advanced the Company
$120,000.

          The Company recently announced its intention to make
open market purchases of its common and preferred stock at recent
price levels.  The Company currently anticipates purchasing up to
100,000 shares of each, although the actual number of shares
purchased will be dependent upon future market conditions.


<PAGE>
        ENCORE MARKETING INTERNATIONAL, INC. AND SUBSIDIARIES

       For the Three and Six Month Period Ended November 30, 1996

                    and November 30, 1995

                 PART II - Other Information


Item 6.         Exhibits and Other Reports on Form 8-K:

                (a)      Exhibits
                                 none

                (b)      Reports on Form 8-K
                                 none
<PAGE>
      ENCORE MARKETING INTERNATIONAL, INC. AND SUBSIDIARIES

     For the Three and Six Month Period Ended November 30, 1996
                  and November 30, 1995


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.


                             ENCORE MARKETING INTERNATIONAL, INC.
                              AND SUBSIDIARIES
                                                  
                             (Registrant)



  January 14, 1997           By:            /S/           
Date                               Stanley Plotnick
                                   President 




                             By:            /S/         
                                   Paula Jones
                                   Controller