VASCO DATA SECURITY INTERNATIONAL INC
10-Q, 1998-11-13
COMPUTER INTEGRATED SYSTEMS DESIGN
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                                UNITED STATES
                      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 EXCHANGE ACT OF 1934
        FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 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 333-35563

                   VASCO Data Security International, Inc.
            (Exact Name of Registrant as Specified in Its Charter)

         DELAWARE                                         36-4169320
   (State or Other Jurisdiction of                     (I.R.S. Employer
    Incorporation or Organization)                   Identification No.)

                      1901 South Meyers Road, Suite 210
                       Oakbrook Terrace, Illinois 60181
              (Address of Principal Executive Offices)(Zip Code)

      Registrant's telephone number, including area code: (630) 932-8844


        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

        As of  November 13,  1998, 20,805,697  shares of  the  Company's
   Common Stock,  $.001  par  value per  share  ("Common  Stock"),  were
   outstanding.

<PAGE>
                  VASCO Data Security International, Inc.
                                 Form 10-Q
          For The Three and Nine Months Ended September 30, 1998

                             Table of Contents




PART I.  FINANCIAL INFORMATION                                   Page No.
                    
Item 1. Consolidated Financial Statements:

   Consolidated Balance Sheets as of
   December 31, 1997 and September 30, 1998 (Unaudited) ...............3 

   Consolidated Statements of Operations (Unaudited)
   for the three and nine months ended September 30, 1997 and 1998.....4

   Consolidated Statements of Comprehensive Income (Unaudited)
   for the three and nine months ended September 30, 1997 and 1998.....5

   Consolidated Statements of Cash Flows (Unaudited)
   for the nine months ended September 30, 1997 and 1998 ..............6

   Notes to Consolidated Financial Statements .........................7

Item 2. Management's Discussion and Analysis of Financial Condition
   and Results of Operations ..........................................8


PART II. OTHER INFORMATION

Item 1. Legal Proceedings.............................................12
Item 2. Changes in Securities.........................................12
Item 3. Defaults upon Senior Securities...............................12
Item 4. Submission of Matters to a Vote of Securityholders............12
Item 5. Other Information.............................................12
Item 6. Exhibits and Reports on Form 8-K..............................12

SIGNATURES............................................................12


   This  report  contains  the  following  trademarks  of  the
   Company, some of which are registered: VASCO and Digipass.

 
<PAGE>
                      PART I.  FINANCIAL INFORMATION

Item 1.   Consolidated Financial Statements

                  VASCO Data Security International, Inc.
                        Consolidated Balance Sheets
<TABLE>
                                            December 31,  September 30,
                                                1997          1998
                                                           (Unaudited)
<S>                                         <C>            <C>
ASSETS
   Current assets:
    Cash                                     $1,897,666    $1,101,020
    Accounts receivable, net of allowance
    for doubtful accounts of $429,000
    and $61,000 in 1997 and 1998              2,458,451     3,280,516
    Inventories, net                          1,001,294     1,729,883
    Prepaid expenses                             86,426       654,328
    Deferred income taxes                        83,000        83,000
    Other current assets                        221,572       153,683
                                              ---------     ---------
       Total current assets                   5,748,409     7,002,430

    Property and equipment
      Furniture and fixtures                    488,338       580,598
      Office equipment                          322,434       426,075
                                              ---------     ---------
                                                810,772     1,006,673
    Accumulated depreciation                   (497,381)     (633,174)
                                              ---------     ---------
                                                313,391       373,499
   Goodwill, net of accumulated 
      amortization of $198,000 and
      $295,000 in 1997 and 1998                 704,124       607,439
   Other assets                               1,609,901     1,103,236
                                              ---------     ---------
   Total assets                              $8,375,825    $9,086,604
                                              =========     =========
<PAGE>

LIABILITIES AND STOCKHOLDERS'
   EQUITY (DEFICIT)
   Current liabilities:
    Current maturities of long-term debt     $3,185,400    $5,682,437
    Accounts payable                          1,083,965       868,695
    Customer deposits                           426,914       482,376
    Other accrued expenses                    1,606,810     1,944,453
                                              ---------     ---------
       Total current liabilities              6,303,089     8,977,961

   Long-term debt, including stockholder
       note of $5,000,000 in 1997 and 1998    8,442,946     8,491,746

   Common stock subject to redemption           494,668            -
     
   Stockholders' equity (deficit):
    Common stock, $.001 par value -
    75,000,000 shares authorized;
      20,132,968 shares issued and
      outstanding in 1997; 20,336,057
      shares issued and outstanding in 1998      20,133        20,336
    Additional paid-in capital                9,186,726     9,797,538
    Accumulated deficit                     (15,901,575)  (18,221,555)
    Accumulated other comprehensive income-
    cummulative translation adjustment         (170,162)       20,578
                                             ----------    ----------
   Total stockholders' equity (deficit)      (6,864,878)   (8,383,103)
                                             ----------    ----------

   Total liabilities and stockholders'       $8,375,825    $9,086,604
      equity (deficit)                       ==========    ==========
</TABLE>



       See accompanying notes to consolidated financial statements.
<PAGE>
                  VASCO Data Security International, Inc.
                   Consolidated Statements of Operations
                                (Unaudited)


                                Three Months Ended       Nine Months Ended
                                   September 30,            September 30,
                                1997         1998          1997        1998
                                ----         ----          ----        ----
<TABLE>
<S>                          <C>          <C>         <C>          <C>
Net revenues                 $2,844,975   $4,025,326  $ 9,436,669  $10,431,673
                              ---------    ---------    ---------   ----------
  Total revenues              2,844,975    4,025,326    9,436,669   10,431,673

Cost of goods sold            1,468,297    1,877,796    4,759,003    5,023,831
                              ---------    ---------    ---------   ----------
Gross profit                  1,376,678    2,147,530    4,677,666    5,407,842
                              ---------    ---------    ---------   ----------
Operating costs:
  Sales and marketing           885,026    1,117,710    2,802,515    3,046,850
  Research and development      668,691      420,815      986,620    1,248,781
  General and administrative  1,393,369      765,939    3,100,641    1,759,879
                              ---------    ---------    ---------    ---------
      Total operating costs   2,947,086    2,304,464    6,889,776    6,055,510
                              ---------    ---------    ---------    ---------
Operating loss               (1,570,408)    (156,934)  (2,212,110)    (647,668)

Interest expense               (105,741)    (223,341)    (566,176)  (1,102,926)
Other income (expense), net      57,949      (88,480)     (14,502)    (189,636)
                              ---------    ---------    ---------    ---------     

Loss before income taxes     (1,618,200)    (468,755)  (2,792,788)  (1,940,230)
Provision for income taxes      463,127      248,407      520,299      379,750
                              ---------    ---------    ---------    ---------
Net loss                     (2,081,327)    (717,162)  (3,313,087)  (2,319,980)
  Preferred stock dividends     (26,000)          -       (80,000)          -
                              ---------    ---------    ---------    ---------
Net loss available to
  common stockholders       $(2,107,327)  $ (717,162) $(3,393,087) $(2,319,980)
                              =========    =========    =========    =========
Basic and diluted loss per   
   common share             $     (0.11)  $    (0.04) $     (0.18) $     (0.11)
                              =========    =========    =========    =========
Shares used to compute basic 
   and diluted loss per
   common share              19,279,620   20,331,057   18,753,213   20,352,197
                             ==========   ==========   ==========   ==========
</TABLE>


       See accompanying notes to consolidated financial statements.

<PAGE>
                  VASCO Data Security International, Inc.
              Consolidated Statements of Comprehensive Income
                                (Unaudited)
                                 Three Months Ended        Nine Months Ended
                                    September 30,            September 30,
                                 1997          1998       1997         1998
                                 ----          ----       ----         ----
<TABLE>
<S>                          <C>           <C>        <C>          <C>
Net loss                     $(2,081,327)  $(717,162) $(3,313,087) $(2,319,980)

Other comprehensive income -
  Cum. Transl. Adj.              (70,845)     85,788     (157,315)     190,740
                              -----------   --------   -----------  -----------
Comprehensive loss           $(2,152,172)  $(631,374) $(3,470,402) $(2,129,240)
                              ===========   ========   ===========  ===========
</TABLE>


       See accompanying notes to consolidated financial statements.
<PAGE>
                  VASCO Data Security International, Inc.
                   Consolidated Statements of Cash Flows
                                (Unaudited)


                                                Nine Months Ended September 30,
                                                      1997            1998
                                                      ----            ----
<TABLE>
  <S>                                            <C>              <C>
  Cash flows from operating activities:
    Net loss                                     $ (3,313,087)    $ (2,319,980)
      Adjustments to reconcile net income to
      net cash provided by
        (used in) operating activities:
        Depreciation and amortization                 810,221          743,770
        Interest paid in shares of common stock       193,196               -
        Loss on disposition of fixed assets                -             5,113
        Changes in current assets and current
        liabilities:
          Accounts receivable, net                  1,226,255         (822,065)
          Inventories, net                          1,087,333         (728,590)
          Prepaids and other current assets           244,004         (500,013)
          Accounts payable                         (1,239,005)        (215,270)
          Customer deposits                          (407,941)          55,462
          Other accrued expenses                      577,181          337,643
                                                   ----------       ----------
   Net cash used in operating activities             (821,843)      (3,443,930)
                                                   ----------       ----------

   Cash flows from investing activities -
   additions to PP&E                                  (97,392)        (205,640)
                                                   ----------       ----------
   Net cash used in investing activities              (97,392)        (205,640)
                                                   ----------       ----------

   Cash flows from financing activities:
    Series B preferred stock dividends                (80,000)              -
    Net proceeds (payments) related to sales
       of common stock                                (56,895)         115,347
    Proceeds from exercise of stock options            42,470            1,000
    Redemption of common stock                       (247,261)              -
    Proceeds from issuance of debt                  2,716,141        2,545,837
    Repayment of debt                                 (51,263)              -
                                                   ----------       ----------
   Net cash provided by financing activities        2,323,192        2,662,184
   Effect of exchange rate changes on cash           (157,315)         190,740
                                                   ----------       ----------
   Net increase (decrease) in cash                  1,246,642         (796,646)
   Cash, beginning of period                        1,813,593        1,897,666
                                                   ----------       ----------
   Cash, end of period                           $  3,060,235     $  1,101,020
                                                   ==========       ==========
<PAGE>
 Supplemental disclosure of
   cash flow information:
     Interest paid                               $    222,720     $    693,668
     Income taxes paid                                     -           227,852

</TABLE>
       See accompanying notes to consolidated financial statements.

                  VASCO Data Security International, Inc.
                Notes to Consolidated Financial Statements



   Note 1 - Basis of Presentation

        The accompanying  unaudited  consolidated  financial  statements
   include the accounts of VASCO  Data Security International, Inc.  and
   its subsidiaries (collectively, the "Company") and have been prepared
   pursuant to the rules and regulations of the Securities and  Exchange
   Commission regarding interim financial reporting.  Accordingly,  they
   do not include all of the information and notes required by generally
   accepted accounting principles for complete financial statements  and
   should be read in conjunction with the audited consolidated financial
   statements included in the Company's Annual  Report on Form 10-K  for
   the year ended December 31, 1997.

        In  the  opinion  of  management,  the  accompanying   unaudited
   consolidated financial  statements have  been  prepared on  the  same
   basis as the audited  consolidated financial statements, and  include
   all adjustments,  consisting only  of normal  recurring  adjustments,
   necessary for the  fair presentation of  the results  of the  interim
   periods presented.   The operating  results for  the interim  periods
   presented are not necessarily indicative of the results expected  for
   a full year.


   Note 2 - Exchange Offer

        VASCO  Data  Security  International,  Inc.  ("VDSI  Inc.")  was
   organized in  1997  as  a  subsidiary  of  VASCO  Corp.,  a  Delaware
   corporation  ("VASCO  Corp.").     Pursuant  to  an  exchange   offer
   ("Exchange Offer") by VDSI  Inc. for securities  of VASCO Corp.  that
   was completed  March  11,  1998, VDSI  Inc.  acquired  97.7%  of  the
   outstanding common stock  of VASCO Corp.   Consequently, VASCO  Corp.
   became  a  subsidiary  of  VDSI   Inc.,  with  certain  VASCO   Corp.
   shareholders holding the  remaining 2.3%  of the  VASCO Corp.  common
   stock representing a minority interest.   The impact of the  minority
   interest is  not material  to  the Company's  consolidated  financial
   statements.  The  December 31,  1997 financial  statements have  been
   restated to account for the Exchange  Offer as a transaction  between
   entities under common  control in a  manner similar to  a pooling  of
   interests.

        The assets and liabilities of VASCO Corp. were recorded by  VDSI
   Inc. at their historical carrying values.

        Subsequent to  September 30,  1998,  the Company  completed  the
   exchange of the remaining 2.3%.
<PAGE>

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

        The  Company  designs,  develops,  markets  and  supports   open
   standards-based hardware and software  security systems which  manage
   and secure access to data.

        The  following   discussion   is  based   upon   the   Company's
   consolidated results  of operations  for the  three and  nine  months
   ended September 30,  1998 as compared  to VASCO Corp.'s  consolidated
   results of operations for the three  and nine months ended  September
   30, 1997.  See "Note 2 - Exchange Offer."

   Cautionary Statement for Purposes of the "Safe Harbor" Provisions  of
   the Private Securities Litigation Reform Act of 1995

        This Quarterly Report on Form 10-Q, including the  "Management's
   Discussion  and  Analysis  of  Financial  Condition  and  Results  of
   Operations," contains "forward-looking statements" within the meaning
   of the Private Securities Litigation  Reform Act of 1995  concerning,
   among  other  things,  the   prospects,  developments  and   business
   strategies  for  the  Company  and  its  operations,  including   the
   development and marketing of certain new products and the anticipated
   future growth  in  certain markets  in  which the  Company  currently
   markets and sells its products  or anticipates selling and  marketing
   its products in the future.  These forward-looking statements (i) are
   identified by  their use  of such  terms and  phrases as  "expected,"
   "expects," "believe," "believes," "will," "anticipated,"  "emerging,"
   "intends,"   "plans,"   "could,"   "may,"   "estimates,"    "should,"
   "objective,"  and  "goals"  and  (ii)   are  subject  to  risks   and
   uncertainties and  represent the  Company's present  expectations  or
   beliefs concerning  future events.   The  Company cautions  that  the
   forward-looking statements are  qualified by  important factors  that
   could cause actual  results to differ  materially from  those in  the
   forward-looking statements,  including (a)  risks of  general  market
   conditions, including demand for the Company's products and services,
   competition and price levels and the Company's historical  dependence
   on  relatively  few  products,  certain  suppliers  and  certain  key
   customers, and  (b)  risks  inherent  to  the  computer  and  network
   security industry,  including rapidly  changing technology,  evolving
   industry standards, increasing numbers of patent infringement claims,
   changes in customer requirements, price competitive bidding, changing
   government  regulations   and   potential   competition   from   more
   established firms and others.   Therefore, results actually  achieved
   may differ materially from expected  results included in, or  implied
   by these statements.

<PAGE>
   Comparison of  Three and  Nine Months  Ended September  30, 1997  and
   September 30, 1998

        The  following  discussion  and  analysis  should  be  read   in
   conjunction with the Company's Consolidated Financial Statements  for
   the three and nine months ended September 30, 1997 and 1998.

   Revenues

        Revenues for  the three  months ended  September 30,  1998  were
   $4,025,000, an increase  of $1,180,000, or  41%, as  compared to  the
   three months  ended  September  30,  1997.    This  increase  can  be
   attributed to  increased  demand  related  to  the  Company's  newest
   product, Digipass  300, as  well as  follow-on orders  received  from
   current customers.

        For the nine months ended September 30, 1998, revenues increased
   11% to $10,432,000 from $9,437,000 in 1997.  This increase is due  to
   a strong performance from international operations, as the demand for
   Digipass 300  continues to  grow.   In addition,  favorable  currency
   exchange rates benefited the Company.

   Cost of Goods Sold

        Cost of goods sold for the three months ended September 30, 1998
   was $1,878,000, an increase of $409,000,  or 28%, as compared to  the
   three months ended September 30, 1997.   This increase is  consistent
   with the increase in revenues for the same period.


        For the nine months ended September 30, 1998, cost of goods sold
   increased 6% to $5,024,000 from $4,759,000 in 1997.  This increase is
   consistent with the increase  in revenues for the  same period.   The
   cost of goods  sold for security  products, however,  decreased as  a
   percentage of revenues at a quicker  pace than revenues for  security
   products due  to efficiencies  in the  design of  the products  which
   resulted in reduced third-party manufacturing costs.

   Gross Profit

        The Company's gross profit for the three months ended  September
   30, 1998 was $2,148,000, an increase of $771,000, or 56%, as compared
   to the three  months ended  September 30,  1997.   This represents  a
   gross margin of 53% as compared to  48% for the same period in  1997.
   The increase  reflects increased  shipments to  the Company's  direct
   customers during  the  third quarter  of  1998, which  results  in  a
   slightly higher margin, as well as efficiencies in the design of  the
   products which resulted in reduced third-party manufacturing costs.

        For the nine months ended September  30, 1998, gross profit  was
   $5,408,000, an increase  of $730,000, or  16%, as  compared to  1997.
   This represents a gross margin of 52% as compared to 50% for the same
   period in 1997.  Margins have remained relatively steady during 1998.
   With the  introduction  of the  Digipass  300 in  1998,  the  Company
   anticipates improved gross margins as acceptance of the Digipass  300
   increases.
<PAGE>
   Sales and Marketing Expenses

        Sales  and  marketing  expenses  for  the  three  months   ended
   September 30, 1998 were $1,118,000, an increase of $233,000, or  26%,
   over the  three  months  ended  September  30,  1997.    Selling  and
   marketing expenses also increased 9% in the first nine months of 1998
   to $3,047,000 from $2,803,000 in the first nine months of 1997.   The
   increases are  attributed to  increased sales  efforts including,  in
   part, increased travel costs and an increase in marketing activities,
   including the  development of  a company-wide  marketing program  and
   other efforts.

   Research and Development

        Research and  development  costs  for  the  three  months  ended
   September 30, 1998 were $421,000, a decrease of $248,000, or 37%,  as
   compared to the three months ended September 30, 1997.  Research  and
   development costs increased 27% in the  first nine months of 1998  to
   $1,249,000 from $987,000  in the  first nine  months of  1997.   This
   increase is due to  the addition of R&D  personnel, in both the  U.S.
   and Europe.

   General and Administrative Expenses

        General and administrative expenses  for the three months  ended
   September 30, 1998  were $766,000, a  decrease of  $627,000, or  45%,
   compared to the three months ended  September 30, 1997.  General  and
   administrative expenses decreased  43% in  the first  nine months  of
   1998 to $1,760,000 from $3,101,000 in the first nine months of  1997.
   The decreases were  due to  economies of  scale being  realized as  a
   result of the combination  of the operations  of Lintel Security  and
   VASCO Data Security during  1997, as well  as a favorable  experience
   with regard to  bad debt recovery  and a reduction  of certain  legal
   fees associated with the  Exchange Offer.   In addition, the  Company
   was preparing for  the Exchange  Offer during  1997, thus  generating
   significant legal and accounting expenses.
   Interest Expense

        Interest expense for the three  months ended September 30,  1998
   was $223,000, compared to $106,000, an increase of 111% over the same
   period of 1997.   Interest expense  increased 95% in  the first  nine
   months of 1998 to $1,103,000 from  $566,000 in the first nine  months
   of 1997.  The increases can  be attributed to an increased  borrowing
   base during  1998, partially  offset by  the reversal  of  contingent
   interest payable that was not realized.

   Operating Income (Loss)

        The  Company's  operating  loss  for  the  three  months   ended
   September 30, 1998 was $157,000, compared to $1,570,000 for the three
   months ended September 30, 1997.   The Company had an operating  loss
   of $648,000  for  the first  nine  months  of 1998,  as  compared  to
   $2,212,000 for the first nine months of 1997, a decrease of 71%. 
<PAGE>
   Income Taxes

        Income tax expense for the three months ended September 30, 1998
   were $248,000,  compared  to  $463,000 for  the  three  months  ended
   September 30, 1997.   For the nine months  ended September 30,  1998,
   income tax expense totaled $380,000, compared to expense of  $520,000
   for the same period in 1997.  All of these taxes are attributable  to
   the Company's European operations.


   Liquidity and Capital Resources

        Since inception, the Company has financed its operations through
   a  combination  of  the   issuance  of  equity  securities,   private
   borrowings,  short-term   commercial  borrowings,   cash  flow   from
   operations, and loans from Mr. T.  Kendall Hunt, its Chief  Executive
   Officer and  one  of  the  stockholders  of  the  Company's  original
   corporate predecessor.

        The Company's  cash  and  cash equivalents  were  $1,101,000  at
   September 30, 1998,  which is  a decrease  of approximately  $797,000
   from $1,898,000 at December 31, 1997.  As of September 30, 1998,  the
   Company had negative working capital of $1,976,000.

        Capital expenditures during the first  nine months of 1998  were
   $206,000 and  consisted primarily  of computer  equipment and  office
   furniture and fixtures.

        The Company intends to seek acquisitions of businesses, products
   and technologies that are complementary or  additive to those of  the
   Company.  While from time to time the Company engages in  discussions
   with respect to  potential acquisitions, the  Company has no  present
   plans,  commitments   or  agreements   with  respect   to  any   such
   acquisitions as of the date of this Form 10-Q and currently does  not
   have excess cash  for use in  making acquisitions.   There can be  no
   assurance that any such acquisitions will or will not be made.

        The  Company  believes  that  its  current  cash  balances   and
   anticipated cash generated form operations will be sufficient to meet
   its anticipated cash needs  through March 1999.   Continuance of  the
   Company's operations beyond March 1999,  however, will depend on  the
   Company's ability to obtain adequate financing.   In March 1998,  the
   Company entered into  a loan agreement  in the amount  of $3  million
   with Lernout & Hauspie Speech Products  N.V. ("L&H"); the funding  of
   this occurred in April  1998.  The loan  bears interest at the  prime
   rate plus 1%, payable quarterly, and matures on January 4, 1999.
        The Company has previously entered into engagement letters  with
   Artesia Bank  and  KBC  Securities  for  a  possible  future  private
   offering and a possible future public offering.  Further, the Company
   has had  preliminary discussions  regarding  other possible  debt  or
   equity financing.   There  can be  no  assurance, however,  that  the
   Company will be successful in effecting a private or public  offering
   or obtaining other additional financing.
<PAGE>
        In  October  1998,   the  Company  entered   into  a   financing
   arrangement with  KBC  Bank for  a  $2.9 million  revolving  line  of
   credit, which was drawn  upon to repay the  Generale Bank notes  that
   were  outstanding  at  September  30,  1998.    The  line  of  credit
   automatically renews every three months and  is due and payable  upon
   the successful completion of a  private placement or public  offering
   of the Company's securities.

   Year 2000 Considerations

        Many existing computer systems  and software products are  coded
   to accept only two digits entries in the date code field with respect
   to year. With  the 21st century  less than two  years away, the  date
   code field must  be adjusted to  allow for a  four digit  year.   The
   Company believes that its internal  systems are Year 2000  compliant,
   but the Company  will need  to take the  required steps  to make  its
   existing products  compliant.    The total  estimated  cost  of  this
   exercise is $150,000, with an anticipated completion date of December
   31, 1998.  To date, the Company has  spent approximately $110,000  in
   connection with its Year  2000 compliance efforts.   There can be  no
   assurance, however,  that  the  Company  will  meet  its  anticipated
   completion date or that the total cost will not exceed $150,000.  The
   Company believes  that  the  purchasing  patterns  of  customers  and
   potential customers may be affected by Year 2000 issues as  companies
   expend  significant  resources  to  upgrade  their  current  software
   systems for Year  2000 compliance.   This, in turn,  could result  in
   reduced funds available to be spent on other technology applications,
   such as those  offered by the  Company, which could  have a  material
   adverse effect on the Company's business and results of operations.



   PART II.  OTHER INFORMATION

   Item 1. Legal Proceedings

        On November 2, 1998, the Company was served with a lawsuit filed
   against it by Security Dynamics Technologies, Inc. alleging patent
   infringement. The Company believes that it is protected by its
   patents and that this lawsuit is without merit.

   Item 2.   Changes in Securities.  None.

   Item 3.   Defaults upon Senior Securities.  None.

   Item 4.   Submission of Matters to a Vote of Securityholders.  None.
<PAGE>
   Item 5.   Other Information

   Discretionary Proxy Voting Authority/Stockholder Proposals

   On May 21, 1998, the Securities and Exchange Commission adopted an
   amendment to Rule 14a-4, as promulgated under the Securities Exchange
   Act of 1934.  The amendment to Rule 14a-4(c)(1) governs the Company's
   use of its discretionary proxy voting authority with respect to a
   stockholder proposal which the stockholder has not sought to include
   in the Company's proxy statement.  The new amendment provides that,
   if a proponent of a proposal fails to notify the Company at least 45
   days prior to the month and day of mailing of the prior year's proxy
   statement, then the management proxies will be allowed to use their
   discretionary voting authority when the proposal is raised at the
   meeting, without any discussion of the matter in the proxy statement.

   With respect to the Company's 1999 Annual Meeting of Stockholders, if
   the Company is not provided notice of a stockholder proposal, which
   the stockholder has not previously sought to include in the Company's
   proxy statement by April 3, 1999, the management proxies will be
   allowed to use their discretionary authority as outlined above.

   Item 6.   Exhibits and Reports on Form 8-K

        a)   The following exhibits  are filed  with this  Form 10-Q  or
   incorporated by reference as set forth below:

    Exhibit
    Number  Description

        27  Financial Data Schedule.
   ___________________________

   (b)  Reports on Form 8-K

        No reports on Form 8-K have been filed by the Registrant  during
   the quarter ended September 30, 1998.

                                SIGNATURES
        Pursuant to  the requirements  of Section  13  or 15(d)  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, on November 13, 1998.
<PAGE>
                                 VASCO Data Security International, Inc.

                                      /s/  T. Kendall Hunt

                                 T. Kendall Hunt
                                 Chairman of the Board, Chief  Executive
                                     Officer and President

                                      /s/  Gregory T. Apple

                                 Gregory T. Apple
                                 Vice President and Treasurer
                                 (Principal Financial Officer and
                                    Principal Accounting Officer)

                             EXHIBIT INDEX

    Exhibit
    Number  Description
           
        27  Financial Data Schedule.


<TABLE> <S> <C>

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<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-END>                               SEP-30-1998
<CASH>                                       1,101,020
<SECURITIES>                                         0
<RECEIVABLES>                                3,341,516
<ALLOWANCES>                                    61,000
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                                          0
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<INCOME-PRETAX>                            (1,940,230)
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<INCOME-CONTINUING>                        (2,319,980)
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