INTEGRAL SYSTEMS INC /MD/
10QSB, 1998-02-19
COMPUTER INTEGRATED SYSTEMS DESIGN
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                           INTEGRAL SYSTEMS, INC.
                                  10-QSB
                             FOR QUARTER ENDING
                              DECEMBER 31, 1997

                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, DC   20549
                                 FORM 10-QSB
(mark one)
  X  Quarterly report pursuant to Section 13 or 15 (d) of the Securities 
Exchange Act of 1934
     For the quarterly period ended December 31, 1997 or

___  Transition report pursuant to Section 13 or 15 (d) of the Securities 
Exchange Act of 1934
     For the transition period from  to  		

Commission file number        0-18603

                              INTEGRAL SYSTEMS, INC.					
            (Exact name of registrant as specified in its chapter)

               Maryland                      52-1267968			
    	(State or other jurisdiction of	     (I.R.S. Employee
      incorporation or organization)      Identification No.)

5000 Philadelphia Way, Suite A, Lanham, MD       20706		
  Address of principal executive offices)      (Zip Code)

Registrant's telephone number, including area code  (301) 731-4233		
	
  (Former name, address and fiscal year, if changed since last report)

Indicate by checkmark 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 December 31, 1997 the aggregate market value of the Common Stock of 
the Registrant (based upon the average bid and ask prices of the Common 
Stock as reported by the market makers) held by non-affiliates of the 
Registrant was $30,020,478.

Registrant had 2,872,952 shares of common stock outstanding as of December 
31, 1997.

                        INTEGRAL SYSTEMS, INC.
                           TABLE OF CONTENTS

                                                               Page No.
Part I  Financial Information:

Item 1.  Financial Statements

    Balance Sheets - December 31, 1997, September 30, 1996            1

    Statements of Operations Three Months 
      Ended December 31, 1997 and December 31, 1996                   3

    Statement of Cash Flow Three Months Ended December 31, 1997
      and December 31, 1996                                           4

    Statement of Stockholders' Equity Three Months
      Ended December 31, 1997                                         5

    Notes to Financial Statements                                     6

Item 2.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations                                    7


Part II   Other Information:

Item 6.  Exhibits and Reports on Form 8-K                            11

PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

<TABLE>
                  INTEGRAL SYSTEMS, INC. AND SUBSIDIARIES
                         CONSOLIDATED BALANCE SHEETS
                  December 31, 1997 and September 30, 1997

 <S>                                             <C>           <C>

ASSETS                                         December 31,   September 30,
                                                   1997           1997
CURRENT ASSETS
  Cash                                            $946,541      $1,006,614 
  Accounts Receivable                            8,585,177       9,069,607
  Prepaid Expenses                                 349,263         106,230 
  Deferred Income Taxes                             44,324          44,324 
TOTAL CURRENT ASSETS                             9,925,305      10,226,775 

FIXED ASSETS
  Electronic Equipment                           1,107,518       1,163,083 
  Furniture & Fixtures                              84,861          80,618 
  Leasehold Improvements                             6,383          11,364 
  Software Purchases                               163,186         156,946 
SUBTOTAL                                         1,361,948       1,412,011 

Less: Accumulated. Depreciation                    558,917         610,206 

TOTAL FIXED ASSETS                                 803,031         801,805 
 
OTHER ASSETS
  Software Development Costs                     1,403,517       1,452,242 
  Deposits                                          12,542          10,142 
TOTAL OTHER ASSETS                               1,416,059       1,462,384 

TOTAL ASSETS                                   $12,144,395     $12,490,964 
</TABLE>
                    See Notes to Financial Statements
<TABLE>
                  INTEGRAL SYSTEMS, INC. AND SUBSIDIARIES
                       CONSOLIDATED BALANCE SHEETS
                  December 31, 1997 and September 30, 1997
<S>                                             <C>              <C>

LIABILITIES & STOCKHOLDERS' EQUITY             December 31,    September 30,
                                                   1997            1997
CURRENT LIABILITIES
  Accounts Payable                              $2,251,730       $2,887,419 
  Accrued Expenses                               1,366,879        1,503,321 
  Notes Payable                                    500,000          500,000 
  Capital Leases Payable                           140,684                0 
  Billings in Excess of Cost                       395,683          803,181 
  Income Taxes Payable                             168,670          175,010 
TOTAL CURRENT LIABILITIES                        4,823,646        5,868,931 

LONG TERM LIABILITIES
  Capital Leases Payable                           347,053                0 
TOTAL LONG TERM LIABILITIES                        347,053                0 

STOCKHOLDERS' EQUITY
Common Stock, $.01 par value, 
10,000,000 shares authorized, and
2,872,952 and 2,862,452 shares issued
and outstanding at December 31, 1997
and September 30, 1997, respectively                28,729           28,624 
Additional Paid-in Capital                         918,719          840,784 
Retained Earnings                                6,026,248        5,752,625 

TOTAL STOCKHOLDERS' EQUITY                       6,973,696        6,622,033 

TOTAL LIABILITIES &                            $12,144,395      $12,490,964 
STOCKHOLDERS' EQUITY
</TABLE>


                         See Notes to Financial Statements
<TABLE>
                     INTEGRAL SYSTEMS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                                 Three Months Ended
                                                     December 31, 
                                                    1997      1996

<S>                                             <C>          <C>
Revenue                                         $6,558,978   $4,858,948 

Cost of Revenue
  Direct Labor                                   1,278,654      992,156 
  Overhead Costs                                 1,061,091      810,176 
  Travel and Other Direct Costs                    115,810       74,793 
  Direct Equipment & Subcontracts                2,739,849    2,102,885 
Total Cost of Revenue                            5,195,403    3,980,010 

Gross Margin                                     1,363,575      878,938 

Selling, General & Administrative                  686,419      399,312 
Product Amortization                               165,000      165,000 
 
Income From Operations                             512,156      314,626 

Other Income (Expense)
  Interest Income                                   10,494       13,218 
  Interest Expense                                  24,931      (2,981)
  Miscellaneous, net                              (51,896)     (31,257)
Total Other Income (Expense)                      (66,333)     (21,020)

Income Before Income Taxes                         445,823      293,606 

Provision for Income Taxes                         172,200      113,400 

Net Income                                        $273,623     $180,206 
 
Weighted Average Number of Common
Shares Outstanding During Period                 2,870,119    2,857,599 

Earnings per share                                   $0.10        $0.06 


                   See Notes to Financial Statements

</TABLE>

<TABLE>
                         INTEGRAL SYSTEMS, INC.
                  CONSOLIDATED STATEMENTS OF CASH FLOWS
<S>                                                 <C>          <C>
    
                                                    For the Three Months 
                                                           Ended
                                                         December 31,
                                                      1997         1996
Cash flows from operating activities:

Net income                                          $273,623     $180,206 
Adjustments to reconcile net income to
   net cash provided by operating activities:
      Depreciation and amortization                  262,334      215,089 
      (Increase) decrease in:
          Accounts receivable                        484,430   (1,902,480)
          Prepaid expenses                         (243,033)       29,966 
      (Decrease) increase in:
          Accounts payable                         (635,691)    1,255,422 
          Accrued expenses                         (136,442)    (221,222)
          Billings in excess of cost               (407,498)      388,104 
          Income taxes payable                       (6,340)       68,900 
Total adjustments                                  (682,240)    (166,221)

Net cash provided (used) by operations             (408,617)       13,985 

Cash flow from investing activities:
       Acquisition of fixed assets                  (98,560)    (137,571)
       Increase in software development costs      (116,275)    (200,320)
       Increase in other assets                      (2,400)           0 

Net cash provided (used) in investing activities   (217,235)    (337,891)

Cash flow from financing activities:
       Proceeds from issuance of common stock         78,042           0 
       Proceeds from capital lease                   487,737           0 

Net cash provided by financing activities            565,779           0 

Net increase (decrease) in cash                     (60,073)   (323,906)

Cash - beginning of year                           1,006,614   1,369,915 

Cash - end of period                                $946,541  $1,046,009 


                      See Notes to Financial Statements
</TABLE>

<TABLE>
                          INTEGRAL SYSTEMS, INC.
                    STATEMENT OF STOCKHOLDERS' EQUITY
                        FOR THE THREE MONTHS ENDED
                           DECEMBER 31, 1997
<S>                         <C>      <C>       <C>      <C>          <C>       
                             Common
                             Number    Stock   Additional
                               of      at Par    Paid-in   Retained
                             Shares    Value     Capital   Earnings    Total

Balance September 30, 1997  2,862,452 $28,624  $840,784  $5,752,625  $6,622,033 

Exercise of Stock Options      10,500     105    77,935       -          78,040 

Net income                       -         -        -      273,623      273,623 

Balance December 31, 1997   2,872,952 $28,729  $918,719 $6,026,248   $6,973,696 

                     See Notes to Financial Statements
</TABLE>

                           INTEGRAL SYSTEMS, INC.
                        NOTES TO FINANCIAL STATEMENTS

1.	Basis of Presentation

The interim financial statements include the accounts of Integral 
Systems, Inc. (ISI or the Company) and its two wholly-owned 
subsidiaries, Integral Marketing, Inc. (IMI) and InterSys, Inc. 
(INTSYS).  In the opinion of management, the financial statements 
reflect all adjustments consisting only of normal recurring 
accruals necessary for a fair presentation of results for such 
periods.  The financial statements, which are condensed and do not 
include all disclosures included in the annual financial 
statements, should be read in conjunction with the consolidated 
financial statements of the Company for the fiscal year ended 
September 30, 1997.  The results of operations for any interim 
period are not necessarily indicative of results for the full 
year.

Certain accounts in the prior period financial statements have 
been reclassified for comparative purposes to conform with the 
presentation in the current year financial statements.

2.	Accounts Receivable

Accounts receivable at December 31, 1997 and September 30, 1997 
consist of the following:

                        December 31, 1997        Sept. 30, 1997

Billed                       $4,473,970             $4,127,460
Unbilled                      4,116,147              4,940,947
Other                             5,060                  1,200
Total                        $8,595,177             $9,069,607

The Company uses the direct write-off method for bad debts.
The Company's accounts receivable consist of amounts due on prime 
contracts and subcontracts with the U.S. Government and contracts 
with various private organizations.  Unbilled accounts receivable 
consist principally of amounts that are billed in the month 
following the incurrence of cost or when milestones are delivered 
under fixed price contracts.  All unbilled receivables are 
expected to be billed and collected within one year.

3.	Line of Credit

The Company has a line of credit agreement with a local bank for 
$3,000,000.  Borrowings under the line of credit bear interest at 
the Eurodollar Rate plus 1.9% per annum.  Any accrued interest is 
payable monthly.  The line of credit is secured by the Company's 
billed and unbilled accounts receivable.  The line also has 
certain financial covenants, including minimum net worth and 
liquidity ratios.  The line expires February 28, 1999.  At 
December 31, 1997 and September 30, 1997, the Company had $500,000 
outstanding balance under the line of credit.

4.	Capital Lease

During the quarter, the Company secured a $1.0 million equipment 
lease line of credit that had a balance of $500,000 at December 
31, 1997.  The $500,000 balance is payable over 36 months and 
bears interest at a rate of 8.4% per annum.  The unused portion of 
the line of credit will be used to finance future equipment 
purchases and will have similar terms.

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

                       Results of Operations

The  components of the Company's income statement as a percentage 
of revenue are depicted in the following table for the three months 
ended December 31, 1997 and December 31, 1996:


<TABLE>
                      % of                         % of
                      1997           Revenue       1996          Revenue
                  (000's omitted)             (000's omitted)
<S>                 <C>               <C>         <C>              <C>

Revenue
  Government         $3,837            58.5        $3,150           64.8
  Commercial          2,722            41.5         1,790           35.2
Total Revenue         6,559           100.0         4,859          100.0

Cost of Revenue       5,195            79.2         3,980           82.0

Gross Margin          1,364            20.8           879           18.0

Operating Expenses
  SG&A                  686            10.5           399            8.2
  Prod. Amortization    165             2.5           165            3.4
  Other                  67             1.0            21             .4
Total Operating Exp.    918            14.0           585           12.0

Pretax Income           446             6.8           294            6.0

Income Taxes            172             2.6           114            2.3

Net Income          $   274             4.2       $   180            3.7
</TABLE>

Revenue

The Company sells its products and services by contract to the Federal 
Government as well as commercial and international organizations.  The 
Company defines commercial contracts as any business opportunity that 
includes, as the principal part of the sale, any of its commercial off-
the-shelf (COTS) software products.  The Company presently sells three 
proprietary COTS products, namely EPOCH, OASYS, and DRS.  

The Company, through its wholly owned subsidiary, Integral Marketing, 
Inc. (IMI), earns commissions by representing a number electronic 
product manufacturers in Maryland, Virginia and the District of 
Columbia.  The Company classifies IMI revenues as commercial revenues.

During the three months ended December 31, 1997, consolidated revenue 
increased by over 35% compared to the three months ended December 31, 
1996, climbing from $4.9 million to $6.6 million.  The Company has 
posted new highs in quarterly revenue totals in five of the last six 
fiscal quarters, including this first quarter of fiscal year 1998.

During the three months ended December 31, 1997, the Company derived 
approximately 42% of its consolidated revenue from commercial 
opportunities compared to 35% of such revenue during the comparable 
period last fiscal year. Commercial revenues also increased in absolute 
dollar terms, rising from $1.7 million during the 1st quarter of fiscal 
year 1997 to $2.7 million during the 1st quarter of fiscal year 1998; an 
increase of approximately 55%.  This increase is primarily due to new 
contract awards of the Company's EPOCH products.

In addition, revenues from government contracts increased 19% over the 
first quarter of fiscal year 1996.  This increase resulted primarily 
from growth of existing contracts and new contracts with the National 
Oceanic and Atmospheric Administration (NOAA).

Gross Margin

Although management believes that the distinction between Government 
revenue and Commercial revenue is important in understanding the 
financial dynamics of its business, management also believe that it is 
important to analyze the Company's revenue by the categories of products 
and services it sells.  Specifically, the Company categorizes sales from 
the following sources:

    Software licenses
    Engineering Services
    Equipment and Subcontract pass throughs
    IMI commission revenues

Each of the above revenue types has different gross margin 
characteristics.  Generally, license revenues have the highest gross 
margins, as the Company believes that this revenue type has virtually no 
marginal cost associated with it.  By contrast, equipment and 
subcontract pass throughs have lower gross margin rates associated 
with them, as the Company generally marks these items up less than 15%.

Engineering service margins typically range between 20% and 30% of 
revenue, but can be less depending on specific contract pricing and/or 
contract overruns.  Margins for IMI vary considerably depending on items 
sold and the sales volume achieved.

Although in many instances, margins on given contracts are bundled 
together as part of an overall price and are therefore subject to 
estimated allocation, the Company believes that the table below fairly 
and accurately portrays the Company's revenue and gross margin results 
for the three months ended December 31, 1997 and December 31, 1996.

                             1997                             1996
                Revenue     Margin    % Margin   Revenue     Margin  % Margin 
                (000's      (000's               (000's     (000's
                omitted)    omitted)             omitted)   omitted)

Licenses         $ 334       $ 334       100.0      $245      $245     100.0
Services         2,928         680        23.2     2,207       438      19.8
Equip. & 
 Subcontracts    2,986         231         7.7     2,269       164       7.2
IMI                311         119        38.3       138        32      23.2

Totals          $6,559      $1,364        20.8    $4,859      $879      18.1

The Company's gross margin percentage increased from 18.1% in the 1st 
quarter of fiscal year 1997 to 20.8% in the 1st quarter of fiscal year 
1998.  As shown in the table, margins for all elements of revenue 
improved in fiscal year 1998 over fiscal year 1997.  The bulk of the 
increase is related to improvements in engineering services margins because 
certain commercial contract overruns that were occurred in the 1st quarter 
of fiscal year 1997 did not reoccur in the 1st quarter of fiscal year 1998.  
In addition, software license revenue and margins increased by 36% , rising 
from $245,000 to $334,000.  Finally, the 125% increase in IMI sales enabled 
IMI's gross margin rate to increase from 23.2% in the 1st quarter of 
fiscal year 1997 to 38.3% in the 1st quarter of fiscal year 1998.

                            Operating Expenses

SG&A increased by approximately $290,000 between the periods compared as 
the Company continues to build an operating infrastructure to support 
its commercial business.  Bid and proposal expenses for the Company's 
Government operations were also significantly higher in the current 
period compared to last fiscal year.  As a percentage of revenue, SG&A 
accounted for 10.5% of revenue in the current period compared to 8.2% 
during the 1st quarter of fiscal year 1997.

Product amortization was $165,000 in the current quarter and the 1st 
quarter in fiscal year 1997.  Product amortization now only pertains to 
the Company's EPOCH and OASYS products as amortization for all other 
products was fully recognized in fiscal year 1996.

                               Summary

During the three months ended December 31, 1997, the Company recorded 
its highest revenue total for any fiscal quarter in its history.  From a 
profitability standpoint, the Company's improved gross margin (both in 
dollar and percentage terms) more than offset increases in SG&A expense, 
contributing to a 50% increase in net income between the 1st quarter of 
fiscal year 1997 and the 1st quarter of fiscal year 1998. 


                               Outlook

The Company's strong first quarter results continue a trend of 
increased sales and profitability on those sales.  At this time the 
Company has a significant backlog of work to be performed, as well as 
contract awards it believes are imminent and proposals in the pipeline.  
Based on management's expectations of increases in sales of its software 
products and engineering services, continuing success with sales through 
its IMI subsidiary and the general economic conditions and continuing 
demand for satellite technology, the Company believes that operating 
results for its fiscal year 1998 will exceed those for 1997 for both 
revenue and profitability.

                   Liquidity and Capital Resources

The Company has been profitable on an annual basis since inception and 
has been able to generate adequate cash flow from operations to fund its 
operating and capital expenses.  To supplement operating cash flows, the 
Company has access to a line of credit facility in the amount of $3.0 
million which had an outstanding balance of $500,000 at December 31, 
1997 (see note 3 of the Notes to Financial Statements).  

During the 1st quarter of fiscal year 1998, the Company used 
approximately $410,000 of cash from operating activities and used 
approximately $215,000 for investing activities, including approximately 
$116,000 for newly capitalized software development costs.

As a result of its current cash reserves, its unused lines of credit, 
its current profitability and management's internal budgeting and 
planning, the Company believes it will have adequate cash resources to 
meet its current operating obligations for the foreseeable future.  The 
Company may, from time to time, avail itself of its line of credit 
facility to finance the build up of accounts receivable.  Furthermore, 
to facilitate future growth, the Company is exploring a possible 
secondary public offering. 

In terms of capital purchases, historically the Company has funded such 
items through operating cash flow or capital lease.  The Company has 
recently secured a $1.0 million equipment lease line of credit that had 
a balance of $500,000 at December 31, 1997.  The Company intends to 
utilize the remaining $500,000 of this financing to purchase capital 
equipment over the next 18 to 24 months.

With respect to software development, the Company intends to continue to 
invest in the improvement of its principal software products, EPOCH and 
OASYS, at amounts approximately commensurate with fiscal year 1997 
spending levels.

                     Forward Looking Statements

Certain of the statements contained in this section, including those 
under the headings "Outlook" and "Liquidity and Capital Resources" are 
forward-looking.  In addition from time to time, the Company may publish 
forward-looking statements relating to such matters as anticipated 
financial performance, business prospects, technological developments, 
new products, research and development activities and similar matters.  
While the Company believes that these statements are and will be 
accurate, a variety of factors could cause the Company's actual results 
and experience to differ materially from the anticipated results or 
other expectations expressed in the Company's statements.  The Company's 
business is dependent upon general economic conditions and upon various 
conditions specific to its industry, and future trends cannot be 
predicted with certainty.  Particular risks and uncertainties that may 
effect the Company's business including the following:

     The presence of competitors with greater financial resources 
     and their strategic response to the Company's new services.
     
     The potential obsolescence of the Company's services due to the 
     introduction of new technologies.
     
     The response of customers to the Company's marketing strategies 
     and services.
     
     Activity levels in the Company's core markets.


PART II.  OTHER INFORMATION

6.  Exhibits and Reports on Form 8-K

    a.  Exhibits

        1.  Amendment dated October 21, 1997 to contract dated April 8, 
            1996 between Integral Systems, Inc. and Loral Skynet 
            (formerly AT&T Corporation), page 13.  (Portions of this 
            exhibit have been omitted pursuant to a request for 
            confidential treatment filed with the Securities and 
            Exchange Commission.) 

     b.  Reports on Form 8-K

         None.



                                SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, 
the registrant has duly caused this report to be signed on its behalf by 
the undersigned thereunto duly authorized.

                                       INTEGRAL SYSTEMS, INC.
                                            (Registrant)


Date:   February 13, 1998       By:        /s/			
                                    Thomas L. Gough
                                    President & Chief Operating Officer

Date:   February 13, 1998       By:       /s/			
                                    Elaine M. Parfitt                          
                                    Vice President & Chief Financial Officer
<PAGE>


EXHIBIT A

                                                          Contract No. LLJ168E
                                                               Amendment No. 3
                                                                   Page 1 of 2

                               CONTRACT AMENDMENT NO. 3

SUPPLIER:  INTEGRAL SYSTEMS, INC.
           5000 Philadelphia Way
           Lanham, MD 20706

Contract No. LLJ168E dated April 8, 1996 between LORAL SKYNET and Integral 
Systems, Inc., as heretofore amended, is hereby further amended as follows:

EXHIBIT B - Milestone Payment Plan is deleted and replaced with new Milestone
Payment Plan attached as page 2 of this Amendment.

Following is a contract price summary which includes this Amendment:

Original Firm Fixed Price                $ %%%.%%
Previous Amendments                      $ %%%.%%
This Amendment                           $ %%%.%%
Total                                    $ %%%.%%

ALL OTHER TERMS, CONDITIONS AND SPECIFICATIONS REMAIN UNCHANGED.

Accepted:

INTEGRAL SYSTEMS, INC.                  LORAL SKYNET

By:     Steve Carchedi                  By:     C.T. Brown
Title:  Vice President                  Title:  Senior Contract Specialist
Date:   10/21/97                        Date:   10/15/97

                           MILESTONE PAYMENT PLAN
<TABLE>
<S>                                               <C>     <C>       <C>

                                                     PHASE I- Telstar 5
     Milestone                                   Item    Delivery    Amount

Kick-off Meeting                                   1                 $ %%%.%%
Preliminary Design Review                          2                 $ %%%.%%
Critical Design Review                             3                 $ %%%.%%
FS1300 Compatability Test @ SSL                    4                 $ %%%.%%
In-Plant Formal Qualification Test @ ISI           5                 $ %%%.%%
Installation and Integration at Hawley             6                 $ %%%.%%
Hawley Acceptance                                  7                 $ %%%.%%
Installation and Integration at Three Peaks        8                 $ %%%.%%
Acceptance Test Compliance Matrix All Phases      9A      Jan 98     $ %%%.%%
Hawley Acceptance all Phases                      9B      Jan 98     $ %%%.%%
Three Peaks Acceptance all Phases                 9C      Jan 98     $ %%%.%%
Final Documentation                               10      Mar 98     $ %%%.%%
</TABLE>
<TABLE>
<S>                                                <C>    <C>        <C>

     Milestone                                      PHASE II-Telstar 401/402   
                                                 Item     Delivery     Amount

Kick-Off Meeting                                   1                 $ %%%.%%
Critical Design Review                             2      Oct 97     $ %%%.%%
In-Plant Formal Qualification Test @ ISI           3      Oct 97     $ %%%.%%
Installation and Integration at Hawley
     (Telemetry and Ranging)                      4A      Nov        $ %%%.%%
Qualification Testing at Hawley                                      $ %%%.%%
Installation and Integration at Hawley
     (Commanding)                                 4B      Jan 98     $ %%%.%%
Installation and Integration at Three Peaks       
     (Telemetry and Ranging)                      6A      Nov 97     $ %%%.%%
Installation and Integration at Three Peaks
     (Commanding)                                 6B      Jan 98     $ %%%.%%
Acceptance Test Compliance Matrix All Phases      5A      Jan 98     $ %%%.%%
Hawley Acceptance all Phases                      5B      Jan 98     $ %%%.%%
Three Peaks Acceptance all Phases                 7       Feb 98     $ %%%.%%
Final Documentation                               8       Mar 98     $ %%%.%%
</TABLE>

<TABLE>
<S>                                               <C>    <C>         <C>

          Milestone                              PHASE III - Echostar 101/102
                                               Item       Delivery     Amount

Kick-off Meeting                                  1                  $ %%%.%%
Critical Design Review                            2       Oct 97     $ %%%.%%
In-Plant Formal Qualification Test @ ISI          3       Jan 98     $ %%%.%%
Installation and Integration at Hawley
     (Telemetry, Ranging and Commanding)          4       Jan 98     $ %%%.%%
Qualification Testing at Hawley                   4       Jan 98     $ %%%.%%
Installation and Integration at Three Peaks   
     (Telemetry,Ranging and Commanding)           6       Jan 98     $ %%%.%%
Acceptance Test Compliance Matrix all Phases     5A       Jan 98     $ %%%.%%
Hawley Acceptance all Phases                     5B       Jan 98     $ %%%.%%
Three Peaks Acceptance all Phases                 7       Feb 98     $ %%%.%%
Final Documentation                               8       Mar 98     $ %%%.%%

Note:  The information provided above is considered proprietary.  Confidential 
information has been redacted with the use of the % symbol.

</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                                    <C>
<PERIOD-TYPE>            3 MOS
<FISCAL-YEAR-END>                       SEP-30-1998            
<PERIOD-END>                            DEC-31-1997
<CASH>                                      946,541
<SECURITIES>                                393,587<F1>
<RECEIVABLES>                             8,585,177
<ALLOWANCES>                                      0
<INVENTORY>                                       0
<CURRENT-ASSETS>                          9,925,305
<PP&E>                                    2,778,007<F2>
<DEPRECIATION>                              558,917
<TOTAL-ASSETS>                           12,144,395
<CURRENT-LIABILITIES>                     5,170,699<F3>
<BONDS>                                           0
                        28,729
                                       0
<COMMON>                                     28,729
<OTHER-SE>                                6,944,967   
<TOTAL-LIABILITY-AND-EQUITY>                      0
<SALES>                                   6,558,978
<TOTAL-REVENUES>                          6,558,978
<CGS>                                     5,195,403 
<TOTAL-COSTS>                             1,363,575
<OTHER-EXPENSES>                            892,821
<LOSS-PROVISION>                                  0
<INTEREST-EXPENSE>                           24,931
<INCOME-PRETAX>                             445,823
<INCOME-TAX>                                172,200
<INCOME-CONTINUING>                               0
<DISCONTINUED>                                    0
<EXTRAORDINARY>                                   0
<CHANGES>                                         0
<NET-INCOME>                                273,623
<EPS-PRIMARY>                                  0.10
<EPS-DILUTED>                                  0.10
<FN>
<F1>Does not represent securities.  Includes prepaid expenses @ $349,263 +
Deferred income tax @ $ 44,324.
<F2>Includes PP&E @ $1,361,948 + S/W dev. costs @ $ 1,403,517 + Misc. deposits
@ $12,542.
<F3>Includes Capital Leases Payable/Long-Term @ $347,053.
</FN>
        

</TABLE>


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