SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                            FORM 10-Q
(Mark One)
/X/ Quarterly report pursuant to Section 13 or 15(d) of the
Securities Act of 1934

For the quarterly period ended March 31, 1998 or

/ / Transition report pursuant to Section 13 or 15(d) of the
Securities Act of 1934

For the transition period from               to 

Commission file number 0-17330

                     DAINE INDUSTRIES, INC.
                                                                  
     (Exact Name of Registrant as Specified in its Charter)

Delaware                                11-2881685
                                                                  
(State or other jurisdiction of         (I.R.S. Employer
Incorporation or Organization)            Identification Number)

          240 Clarkson Avenue, Brooklyn, New York 11226
                                                                  
(Address of Principal Executive Office)           (Zip Code)

                          (718)469-3132
                                                                  
      (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 and Exchange Act of 1934 during the preceding twelve
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 ninety days.
Yes / X /  No /  /

  APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
                 DURING THE PRECEDING FIVE YEARS

     Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Section 12, 13 or
15(d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a court.
Yes /  /   No /  /

              APPLICABLE ONLY TO CORPORATE ISSUERS

     Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable
date.  248,461,935
                              10Q-1

















                     DAINE INDUSTRIES, INC.

                      FINANCIAL STATEMENTS

                         MARCH 31, 1998








                            I N D E X





                                                            Page


INDEPENDENT ACCOUNTANTS' REVIEW REPORT                        1


CONSOLIDATED BALANCE SHEETS - ASSETS                          2


CONSOLIDATED BALANCE SHEETS
  - LIABILITIES AND SHAREHOLDERS' EQUITY                      3


CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY               4


CONSOLIDATED STATEMENTS OF OPERATIONS                        5-6


CONSOLIDATED STATEMENTS OF CASH FLOWS                         7


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS               8-12








             INDEPENDENT ACCOUNTANTS' REVIEW REPORT


To the Board of Directors and Shareholders
DAINE INDUSTRIES, INC.
Brooklyn, New York

We have reviewed the accompanying consolidated balance sheets of
DAINE INDUSTRIES, INC. as of March 31, 1998 and the related
consolidated statements of operations, shareholders' equity and
cash flows for the nine month periods ended March 31, 1998 and
1997, in accordance with Statements on Standards for Accounting and
Review Services issued by the American Institute of Certified
Public Accountants.  All information included in these financial
statements is the representation of management of DAINE INDUSTRIES,
INC.

A review of interim financial information consists principally of
obtaining an understanding of the system for the preparation of
interim financial information, applying analytical review
procedures to financial data, and making inquiries of persons
responsible for financial and accounting matters.  It is
substantially less in scope than an examination in accordance with
generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statements
taken as a whole.  Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications
that should be made to the consolidated financial statements for
them to be in conformity with generally accepted accounting
principles.

We have previously audited, in accordance with generally accepted
auditing standards, the consolidated balance sheet as of June 30,
1997, and the related consolidated statements of operations,
shareholders' equity and cash flows for the year then ended (not
presented herein); and in our report dated July 31, 1997, we
expressed an unqualified opinion on those consolidated financial
statements.  In our opinion, the information set forth in the
accompanying consolidated balance sheet as of June 30, 1997 is
fairly stated in all material respects in relation to the
consolidated balance sheet from which it has been derived.


                                   GREENBERG & COMPANY LLC

Springfield, New Jersey
April 23, 1998

                                                    Page 1 of 12

                        DAINE INDUSTRIES, INC.
                      CONSOLIDATED BALANCE SHEETS



                              A S S E T S



                                      March 31, 1998
                                       (Unaudited)     June 30, 1997


CURRENT ASSETS
  Cash and Cash Equivalents             $  713,842       $  468,991
  Accounts Receivable                       79,049          502,259
  Inventory                                621,866          607,127
  Prepaid Expenses and Taxes                36,531           10,851
  Total Current Assets                   1,451,288        1,589,228

FIXED ASSETS, At Cost
  Machinery and Equipment                  394,145          393,786
  Leasehold Improvements                     9,787            9,787
  Less:  Accumulated Depreciation       
    and Amortization                      (249,320)        (216,485)
                                           154,612          187,088

OTHER ASSETS
  Deposits                                   6,100            6,100


TOTAL ASSETS                            $1,612,000       $1,782,416






















See Accountant's Review Report.


                                                         Page 2 of 12
                        DAINE INDUSTRIES, INC.
                      CONSOLIDATED BALANCE SHEETS



  L I A B I L I T I E S  A N D  S H A R E H O L D E R S'  E Q U I T Y


                                      March 31, 1998
                                       (Unaudited)     June 30, 1997



CURRENT LIABILITIES
  Accounts Payable & Accrued Expenses   $   54,087       $  145,827
  Income tax payable                           -0-            1,573
  Total Current Liabilities                 54,087          147,400

OTHER LIABILITIES
  Deferred Income Tax Liability
                                            15,038           15,038

TOTAL LIABILITIES                           69,125          162,438

COMMITMENTS AND CONTINGENCIES
  (Note 3)

SHAREHOLDERS' EQUITY
  Common Stock (Par Value
    $.00001) 350,000,000 shares
    authorized, 248,461,935
    shares issued and outstanding            2,485            2,485
  Paid-In Capital                        1,441,597        1,441,597
  Retained Earnings                         98,793          175,896

TOTAL SHAREHOLDERS' EQUITY               1,542,875        1,619,978


TOTAL LIABILITIES AND
  SHAREHOLDERS' EQUITY                  $1,612,000       $1,782,416














See Accountant's Review Report.


                                                       Page 3 of 12
                         DAINE INDUSTRIES, INC.
            CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
             For The Period July 1, 1996 to March 31, 1998



                                                                Total
                   Number     $.00001                           Share-
                     of        Par      Paid-In      Retained   holders'
                   Shares      Value    Capital      Earnings   Equity     

BALANCES AT
JULY 1, 1996      248,461,935  $2,485   $1,441,597   $184,805   $1,628,887

Net Income(Loss)
for the Year
Ended
June 30, 1997                                          (8,909)      (8,909)
                  

BALANCES AT
JUNE 30, 1997
(Audited)         248,461,935   2,485    1,441,597    175,896    1,619,978

Net Income(Loss)
for the Nine
Months Ended
March 31, 1998                                        (77,103)     (77,103)

BALANCES AT
MARCH 31, 1998
(UNAUDITED)       248,461,935  $2,485   $1,441,597   $ 98,793   $1,542,875
                  



















See Accountant's Review Report.



                                                     Page 4 of 12
                        DAINE INDUSTRIES, INC.
                 CONSOLIDATED STATEMENTS OF OPERATIONS
                              (Unaudited)


                                        For The Three Months Ended
                                                  March 31,     
                                             1998        1997   


REVENUES
  Sales - Net of Returns
    and Allowances                        $ 119,882    $ 231,512

COST OF GOODS SOLD
  Beginning Inventory                       615,866      931,912
  Purchase and Freight                       69,694       16,140
  Direct Labor                               15,846       25,189
                                            701,406      973,241
  Less:  Inventory - End of Period         (621,866)    (805,393)
  Cost of Goods Sold                         79,540      167,848

  GROSS MARGIN                               40,342       63,664

  INTEREST INCOME                             5,185        2,155

  SELLING, GENERAL AND ADMINISTRATIVE
  EXPENSES                                  (92,270)    (108,469)

  DEPRECIATION AND AMORTIZATION
  EXPENSE                                   (10,944)     (11,914)

INCOME (LOSS) BEFORE INCOME TAXES           (57,687)     (54,564)

Income Tax Expense (Benefit)                 (5,611)      (1,799)


NET INCOME (LOSS)                         $ (52,076)   $ (56,363)


Earnings Per Share                           NIL          NIL   


Weighted Average Number of Shares of 
  Common Stock Outstanding              248,461,935  248,461,935









See Accountants' Review Report.


                                                          Page 5 of 12
                        DAINE INDUSTRIES, INC.
                 CONSOLIDATED STATEMENTS OF OPERATIONS
                              (Unaudited)


                                        For The Nine Months Ended
                                                  March 31,     
                                             1998        1997   


REVENUES
  Sales - Net of Returns
    and Allowances                        $  848,300   $1,129,688

COST OF GOODS SOLD
  Beginning Inventory                        607,127      903,354
  Purchase and Freight                       444,505      539,927
  Direct Labor                               155,799      168,668
                                           1,207,431    1,611,949
  Less:  Inventory - End of Period          (621,866)    (805,393)
  Cost of Goods Sold                         585,565      806,556

  GROSS MARGIN                               262,735      323,132

  INTEREST INCOME                             14,963        6,927

  SELLING, GENERAL AND ADMINISTRATIVE
  EXPENSES                                  (326,520)    (372,403)

  DEPRECIATION AND AMORTIZATION
  EXPENSE                                    (32,835)     (35,745)

INCOME (LOSS) BEFORE INCOME TAXES            (81,657)     (78,089)

Income Tax Expense (Benefit)                  (4,554)       2,020


NET INCOME (LOSS)                         $  (77,103)  $  (80,109)


Earnings Per Share                           NIL          NIL   


Weighted Average Number of Shares of 
  Common Stock Outstanding              248,461,935  248,461,935









See Accountants' Review Report.


                                                          Page 6 of 12
                        DAINE INDUSTRIES, INC.
                 CONSOLIDATED STATEMENTS OF CASH FLOWS
                              (Unaudited)

                                         For The Nine Months Ended
                                                  March 31,     
                                               1998       1997  

CASH FLOWS FROM OPERATING ACTIVITIES
 Net Income (Loss)                           $(77,103)  $(80,109)
  Adjustment to Reconcile Net Income to
  Net Cash Provided By (Used In)
  Operating Activities:
   Depreciation and Amortization Expense       32,835     35,745
   Change in Assets and Liabilities:
    Decrease (Increase) in Accounts
      Receivable                              423,210    163,768
    Decrease (Increase) in Inventory          (14,739)    97,960
    Decrease (Increase) in Prepaid Expenses   (25,680)    16,221
    Increase (Decrease) in Accounts Payable
     and Accrued Expenses                     (93,313)  (232,322)

 Net Cash Provided By (Used In) Operating
  Activities                                  245,210      1,263

CASH FLOWS FROM INVESTING ACTIVITIES
 Capital Expenditures                            (359)    (4,548)

 Net Cash (Used In) Investing Activities         (359)    (4,548)

Net Increase (Decrease) in Cash and
 Cash Equivalents                             244,851     (3,285)

Cash and Cash Equivalents at
  Beginning of Period                         468,991    287,482

CASH AND CASH EQUIVALENTS AT
END OF PERIOD                                $713,842   $284,197


Supplemental Disclosures of Cash Flow Information:

  Cash Paid During the Period for:
     Interest                                $    -0-   $    -0-
     Taxes                                   $  9,913   $  2,020












See Accountants' Review Report.


                                                        Page 7 of 12
                     DAINE INDUSTRIES, INC.
         NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
            FOR THE NINE MONTHS ENDED MARCH 31, 1998
                           (UNAUDITED)

NOTE 1:  ORGANIZATION AND NATURE OF OPERATIONS

         Daine Industries, Inc. (Daine) is a Delaware corporation. Daine
         owns 100% of the stock of Lite King Corp. (LKC) a New York
         corporation.  Daine's principal purpose is to hold the stock of
         LKC.  LKC's principal business is the manufacture and assembly
         of electrical wiring devices, cord sets and sockets.  LKC's
         customers consists of manufacturers of lamps, chandeliers,
         Christmas and Halloween illuminated decorations, novelties,
         point of purchase displays, signs, and other electrical
         specialties.  The customers are located throughout North
         America.

NOTE 2:  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         BASIS OF PRESENTATION

         The accounts of the Company and its consolidated 100% owned
         subsidiary, Lite King Corporation, are included in the
         consolidated financial statements.  All intercompany balances
         and transactions have been eliminated.

         CASH AND CASH EQUIVALENTS

         Cash equivalents consist of highly liquid, short-term
         investments with maturities of 90 days or less.
         
         ACCOUNTS RECEIVABLE

         Accounts receivable are judged as to collectibility by
         management and an allowance for bad debts is established as
         necessary.  As of each balance sheet date, no reserve was
         considered necessary.

         RECLASSIFICATIONS

         Certain prior period financial statement accounts have been
         reclassified to conform to current presentation.













                                                       Page 8 of 12
                     DAINE INDUSTRIES, INC.
         NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
            FOR THE NINE MONTHS ENDED MARCH 31, 1998
                          (UNAUDITED)
                          (Continued)

         INVENTORY

         Inventories are stated at the lower of cost or market.  Cost is
         determined by the first-in, first-out method.
         Inventories consist of:

                                         3/31/98    6/30/97
               Raw Materials            $274,582   $288,582
               Work-in-Process           210,221    213,182
               Finished Goods            137,063    105,363
                                        $621,866   $607,127

          CONCENTRATION OF CREDIT RISK

          Financial instruments that potentially subject the Company to
          concentration of credit risk are accounts receivable.  During
          the periods ended March 31, 1998 and 1997, three customers
          accounted for approximately 35%, 21%, 19%, and 48%, 23%, 16%,
          respectively, of total revenues.  The Company performs ongoing
          credit evaluations of its customers but generally does not
          require collateral to support customer receivables.  The loss
          of any one of these customers could have a material adverse
          effect on the financial condition of the company.
          
          PROPERTY AND EQUIPMENT

          Renewals and betterments are capitalized; maintenance and
          repairs are expensed as incurred.

          Depreciation is calculated using the straight line method over
          the asset's estimated useful life, which generally
          approximates 10 years.

          REVENUE RECOGNITION POLICY

          The company recognizes sales, for both financial statement
          purposes and for tax purposes, when the products are shipped
          to customers.













                                                   Page 9 of 12

                        DAINE INDUSTRIES, INC.
          NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE NINE MONTHS ENDED MARCH 31, 1998
                              (UNAUDITED)
                              (Continued)



          ESTIMATES IN FINANCIAL STATEMENTS

          Preparation of the Company's financial statements in
          conformity with generally accepted accounting principles
          requires management to make estimates that affect the reported
          amounts of assets and liabilities at the date of the financial
          statements and the reported amounts of revenues and expenses
          during the reporting period.  Accordingly, actual results
          could differ from those estimates.

          INCOME TAXES

          The Company accounts for income taxes in accordance with
          Statement of Financial Accounting Standards ('SFAS') No. 109,
          'Accounting for Income Taxes.'  SFAS 109 has as its basic
          objective the recognition of current and deferred income tax
          assets and liabilities based upon all events that have been
          recognized in the financial statements as measured by the
          provisions of the enacted tax laws. Valuation allowances are
          established when necessary to reduce deferred tax assets to
          the estimated amount to be realized.  Income tax expense
          represents the tax payable for the current period and the
          change during the period in the deferred tax assets and
          liabilities.
          

NOTE 3:   COMMITMENTS AND CONTINGENCIES

          The company is currently in a lease for office and factory
          space requiring minimum annual base rental payments for the
          fiscal periods shown as follows:

                         1998      $ 58,000
                         1999        58,333
                         2000        60,333
                         2001        62,000
                         2002        22,166
                         Total     $260,832











                                                     Page 10 of 12

                      DAINE INDUSTRIES, INC.
         NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
            FOR THE NINE MONTHS ENDED MARCH 31, 1998
                          (unaudited)
                          (Continued)


          In addition to annual base rental payments, the company must
          pay an annual escalation for real estate taxes.
          
          Certain officers and directors of the company have been
          included as defendants in a class action entitled "Barker et
          al v. Power Securities Corp., et al" in the Western District
          of New York, which action alleges violations of the
          securities laws, in trading certain securities including
          those of the company and its formerly affiliated company,
          Davin Enterprises Inc., by all of the defendants.  Certain
          officers and directors of the company deny the allegations
          and believe the suit to be without merit.  The alleged
          violations refer to Section 10b and Rule 10b-5 of the
          Securities and Exchange Act of 1934.  A motion has been
          submitted to the judge by the attorney for the class to
          discontinue the action against the officers and directors of
          the company.  At this time no date has been set by the judge
          to hear the motion by the plaintiff's attorney.

          The company has undertaken to advance any expenses necessary
          and incurred by the officers and directors in the litigation
          subject to an undertaking by such officer and director to
          repay the advances if it be ultimately determined that the
          officer or director is not entitled to be indemnified.  At
          this date, expenses are not material.
          
          In the event that the plaintiffs were to prevail against the
          officers and directors and a judgment was issued against
          them, this may have a material adverse effect on the
          company's future financial condition.  Management feels that
          an estimate of the possible range of loss cannot be made at
          this time.

NOTE 4:   INCOME TAXES

          Income taxes are accrued at the statutory U.S. and state   
          income tax rates.

          Income tax expense is principally due to state and local   
          income taxes based upon capital.  Deferred tax liabilities 
          relate to depreciation timing differences.









                                                    Page 11 of 12
                    DAINE INDUSTRIES, INC.
         NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
            FOR THE NINE MONTHS ENDED MARCH 31, 1998
                        (unaudited)
                        (Continued)

                                               March 31,   
                                             1998     1997 


          Current tax expense:
          State & City tax on capital      $ 8,020  $13,733
          Federal net operating loss       (12,574) (11,713)

          Total tax expense (benefit)      $(4,554) $ 2,020

          The tax effect of significant temporary differences, which
          comprise the deferred tax liabilities are as follows:

                                           3/31/98 6/30/97
          Depreciation                     $15,038 $15,038


NOTE 5:   POSTRETIREMENT EMPLOYEE BENEFITS

          The company does not have a policy to cover employees for any
          health care or other welfare benefits that are incurred after
          employment (postretirement).  Therefore, no provision is
          required under SFAS's 106 or 112.


NOTE 6:   INTERIM FINANCIAL REPORTING

          The unaudited financial statements of the company for the
          period July 1, 1997 to March 31, 1998 have been prepared by
          management from the books and records of the company, and
          reflect, in the opinion of management, all adjustments
          necessary for a fair presentation of the financial position
          and operations of the company as of the period indicated
          herein, and are of a normal recurring nature.

















                                                   Page 12 of 12
                 Part 1.  Financial Information


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

     Daine Industries, Inc. ("The Registrant") was incorporated on
September 24, 1987 and is currently engaged in the manufacture and
assembly of wiring devices.  On February 26, 1990, Daine
Industries, Inc. purchased the assets of Lite King Corp.  The
purchase price was $738,079, which was paid $663,079 in cash and
$75,000 in a note.

     Lite King's facilities consist of approximately 16,000 square
feet of office and factory space with annual lease payments of
$58,000.  Lite King's work force fluctuates during the year, from
about 10-35 employees, all except three which were engaged in
manufacturing and assembly activities.

     Lite King Corporation, the Registrant's wholly owned
subsidiary, during the nine months ended March 31, 1998, generated
revenues of $848,300.  During the nine months ended March 31, 1997
the Registrant generated revenues of $1,129,688.  During the nine
months ended March 31, 1998, the Registrant had a net loss of
$77,103 as compared with a net loss of $80,109 for the nine months
ended March 31, 1997.  The Registrant has experienced a 25%
downturn in sales ($281,388) for the nine months ended March 31,
1998, as compared with the nine months ended March 31, 1997 due to
a shifting of orders from the Registrant's largest three customers. 
In the past these customers would place orders from January-
November of each year.  Presently orders are received for shipment
between April-October of each year.  To offset the decline in sales
during the nine months ended March 31, 1998, the Registrant has
reduced general and administrative expenses by $45,883.  As a
result, the net loss for the nine months ended March 31, 1998 was
actually slightly lower than the loss experienced during the nine
months ended March 31, 1997.  Gross profit as a percentage of sales
for the three and nine month periods ended March 31, 1998 was 33.7%
and 31%, respectively.  Gross profit as a percentage of sales for
the three and nine month periods ended March 31, 1997 was 27.5% and
28.6%, respectively.  The increase is due to various price
increases on the Registrant's products.

     The Registrant is experiencing added competition from firms
with production facilities in China, Mexico and third world nations
which may result in lower gross margins in the future.  The
Registrant is at a disadvantage in that firms based in the above
listed nations have labor rates considerably lower than the
Registrant's.

     As of March 31, 1998, the Registrant had total assets of
$1,612,000, current assets of $1,451,288, fixed assets of $154,612,
other assets of $6,100, current liabilities of $54,087, and total
shareholders' equity of $1,542,875.  At June 30, 1997, total assets
amounted to $1,782,416, current assets of $1,589,228, fixed assets
of $187,088, other assets of $6,100, current liabilities of
$147,400, other liabilities of $15,038 and shareholders' equity of
$1,619,978.

     The Registrant has introduced several new products for sale
directly to the end user as compared with current sales to original
equipment manufacturers.  These products have been sold to craft
stores and as replacement items for blow molded novelty products. 
Management does not anticipate sales of these new products to have
a material effect on fiscal year 1998 revenues or Company
profitability.

     Lite King's main customer base are manufacturers of Christmas,
Easter and Halloween products.  Management considers its principal
business to be seasonal in nature with sales usually at its lowest
point during the quarter ended March 31st, with sales rising
steadily during the June, September quarters and declining in the
December quarter.  The Registrant is experiencing lower gross
profit margins because of the introduction of some new components
used on some products, mandated by Underwriters Laboratories Inc.,
and added competition from firms with manufacturing facilities in
China.  For the three months ended March 31, 1998, Lite King's
three largest customers accounted for about 75% of its total sales. 
The loss of any of these customers could have a material adverse
effect on the Registrant's operations.

     The cash and cash equivalents balances of the Company as of
March 31, 1998 and June 30, 1997 were $713,842 and $468,991,
respectively.  The Company expects that its current balances of
cash and cash equivalents will be sufficient to meet its minimum
planned capital and liquidity needs for the next year.

     The Company does not believe that the impact of inflation on
its activities is significant.  The Company is directing its
marketing effort to reach out to new potential customers in non-
related fields.  No assurance can be given that such marketing
activities will result in the Company adding new customers. 
Management sees added operating problems in fiscal year 1998 (year
ended June 30, 1998) as a result of new regulations being proposed
by Underwriter Laboratories Inc. (UL) for Christmas and other
seasonal products.  These new UL regulations will add additional
costs to the Company's products and unless the Company is able to
pass along these additional costs, profit margins for the Company's
products in fiscal year 1998 will be lower.  The Company also needs
to meet these new requirements.  Failure to meet these requirements
could have an adverse material effect on the Company's future
operations.

     Management anticipates revenues to be stable for the quarter
ended June 30, 1998 and comparable to the quarter ended June 30,
1997.  While management expects the quarter ended June 30, 1998 to
be profitable, it anticipates the Registrant recording a loss for
the year ended June 30, 1998.

     The Registrant has received approval from Underwriters
Laboratories for its seasonal use wiring harnesses utilizing a
candelabra socket.  While its wiring harness utilizing a medium
based socket has not received Underwriters Laboratories listing
approval for seasonal use, the Registrant is able to offer a medium
based wiring harness listed by the Canadian Standards Association
or import a medium based wiring harness manufactured in the Orient
and listed with Underwriters Laboratories for seasonal use.  There
has been no material effect on the firm's operations by not having
a medium based wiring harness for seasonal use not listed by
Underwriters Laboratories.


                  PART II.  OTHER INFORMATION:


Item 1.  Legal Proceedings.

         See 9/30/89 Form 10-Q Re: "Barker et. al v. Power
         Securities Corp., at al".

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 Materially Important Events.  None.

Item 6.  Exhibits and Reports on Form 8-K.  None.


                           SIGNATURES


     Pursuant to the requirements of Section 13 or 15(d) of the
Securities Act of 1934, the Registrant has duly caused this report
to be signed on its behalf by the undersigned thereunto duly
authorized.



                  By                           
                        Arthur Seidenfeld
              President and Chief Executive Officer
                      Dated:  May 12, 1998