UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 4
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
( ) Check this box if no longer subject to Section 16.
Form 4 or Form 5 obligations may continue. See Instructions 1(b).
1. Name and Address of Reporting Person
GRIFFITH, C. WAYNE
C/O PCD INC.
2 TECHNOLOGY DRIVE
PEABODY, MA 01960
2. Issuer Name and Ticker or Trading Symbol
PCD INC.
PCDI
3. IRS or Social Security Number of Reporting Person (Voluntary)
4. Statement for Month/Year
07/98
5. If Amendment, Date of Original (Month/Year)
07/98
6. Relationship of Reporting Person(s) to Issuer (Check all applicable)
(X) Director ( ) 10% Owner ( ) Officer (give title below) ( ) Other
(specify below)
DIRECTOR
7. Individual or Joint/Group Filing (Check Applicable Line)
(X) Form filed by One Reporting Person
( ) Form filed by More than One Reporting Person
<TABLE>
<CAPTION>
___________________________________________________________________________________________________________________________________
Table I -- Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
___________________________________________________________________________________________________________________________________|
1. Title of Security |2. |3. |4.Securities Acquired (A) |5.Amount of |6.Dir |7.Nature of Indirect |
| Transaction | or Disposed of (D) | Securities |ect | Beneficial Ownership |
| | | | Beneficially |(D)or | |
| | | | | A/| | Owned at |Indir | |
| Date |Code|V| Amount | D | Price | End of Month |ect(I)| |
___________________________________________________________________________________________________________________________________|
<S> <C> <C> <C><C> <C> <C> <C> <C> <C>
___________________________________________________________________________________________________________________________________|
<CAPTION>
___________________________________________________________________________________________________________________________________
Table II -- Derivative Securitites Acquired, Disposed of, or Beneficially Owned |
___________________________________________________________________________________________________________________________________|
1.Title of Derivative |2.Con- |3. |4. |5.Number of De |6.Date Exer|7.Title and Amount |8.Price|9.Number |10.|11.Nature of|
Security |version |Transaction | rivative Secu |cisable and| of Underlying |of Deri|of Deriva |Dir|Indirect |
|or Exer | | | rities Acqui |Expiration | Securities |vative |tive |ect|Beneficial |
|cise | | | red(A) or Dis |Date(Month/| |Secu |Securities |(D)|Ownership |
|Price of| | | posed of(D) |Day/Year) | |rity |Benefi |or | |
|Deriva- | | | |Date |Expir| | |ficially |Ind| |
|tive | | | | A/|Exer-|ation| Title and Number | |Owned at |ire| |
|Secu- | | | | | D |cisa-|Date | of Shares | |End of |ct | |
|rity |Date |Code|V| Amount | |ble | | | |Month |(I)| |
___________________________________________________________________________________________________________________________________|
<S> <C> <C> <C> <C><C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
DIRECTORS STOCK OPTION|17.00 |07/06|A |V|1,500 |A |01/06|07/06|COMMON STOCK|1,500 | |1,500 |D | |
(RIGHT TO BUY) | |/98 | | | | |/99 |/08 | | | | | | |
- -----------------------------------------------------------------------------------------------------------------------------------|
| | | | | | | | | | | | | | |
___________________________________________________________________________________________________________________________________|
</TABLE>
Explanation of Responses:
SIGNATURE OF REPORTING PERSON
/s/ Mary L. Mandarino for C. Wayne Griffith
<EXHIBIT>
POWER OF ATTORNEY
Securities Act and Securities Exchange Act Filings
Know all by these presents, that the undersigned (in his
capacity as director) hereby constitutes and appoints John L.
Dwight, Jr. and Mary L. Mandarino and each of them singly, his true
and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned's capacity as an
officer and/or director of PCD Inc. (the "Company"), Forms 3,4 and
5 in accordance with Section 16(a) of the Securities Exchange Act
of 1934 and the rules thereunder;
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete
and execute any such Form 3, 4, 5 and timely file such form with
the United States Securities and Exchange Commission and stock
exchange or similar authority; and
(3) take any other action of any type whatsoever in connection
with the foregoing which, in the opinion of such attorney-
in-fact, may be of benefit to, in the best interest of, or
legally required by, the undersigned, it being understood
that the documents executed by such attorney-in-fact on
behalf of the undersigned pursuant to this Power of Attorney
shall be in such form and shall contain such terms and
condition as such attorney-in-fact may approve in such
attorney-in-fact's discretion.
The undersigned hereby grants to such attorney-in-fact full
power and authority to do and perform all and every act and thing
whatsoever requisite, necessary and proper to be done in the
exercise of any of the rights and powers herein granted, as fully
to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution
or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or his substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of
attorney and the rights and powers herein granted. The
undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are
not assuming any of the undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934.
This power of attorney shall remain in full force and effect until
the undersigned is no longer required to file Forms 3, 4 and 5 with
respect to the undersigned's holdings of and transactions in securities
issued by the Company, unless earlier revoked by the undersigned in a
signed writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney to be executed as of this 31st day of July, 1998.
/s/ C. Wayne Griffith
------------------------
C. Wayne Griffith
