ELECTRONIC CLEARING HOUSE INC
10-Q, 1999-05-06
FUNCTIONS RELATED TO DEPOSITORY BANKING, NEC
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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 period ended March 31, 1999

                                       OR

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


Commission File Number: 0-15245



                         ELECTRONIC CLEARING HOUSE, INC.
             (Exact name of registrant as specified in its charter)


     Nevada                                       93-0946274           
     (State or other jurisdiction of         (I.R.S. Employer
      incorporation or organization)         Identification No.)


                              28001 Dorothy Drive, 
                      Agoura Hills, California 91301      
                   (Address of principal executive offices)  


                         Telephone Number (818) 706-8999
                                www.echo-inc.com
     (Registrant's telephone number, including area code; web site address)

     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 May 3, 1999, there were 19,492,126 shares of the Registrant's
Common Stock outstanding.





                         ELECTRONIC CLEARING HOUSE, INC.


                                      INDEX

                          PART I. FINANCIAL INFORMATION


                                                                 Page No.


Item 1.        Consolidated Financial Statements:


               Consolidated Balance Sheet                               3
                 March 31, 1999 and September 30, 1998                     

               Consolidated Statement of Operations                     4
                 Three months and six months ended 
                 March 31, 1999 and 1998

               Consolidated Statement of Cash Flows                     5
                 Six months ended March 31, 1999 and 1998

               Notes to Consolidated Financial Statements               6
 
Item 2.        Management's Discussion and Analysis of                  7
                 Financial Condition and Results of                        
                 Operations



                           PART II. OTHER INFORMATION

Item 6.        Exhibits and Reports on Form 8-K                        12

               Signatures                                              13
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements 

                 ELECTRONIC CLEARING HOUSE, INC.
                   CONSOLIDATED BALANCE SHEET
<TABLE>

                             ASSETS
<CAPTION>

                                          March 31,     Sept 30,
                                            1999          1998
                                                 (Unaudited)   
<S>                                    <C>          <C>        
Current assets: 
 Cash and cash equivalents . . . . . . . $ 2,370,000$ 2,486,000
 Restricted cash . . . . . . . . . . . .  554,000      651,000
 Accounts receivable less allowance 
  of $2,203,000 and $1,829,000 . . . . .1,869,000    1,251,000
 Inventory less allowance of 
  $202,000 and $202,000. . . . . . . . .  578,000      718,000
 Prepaid expenses and other assets . . .     47,000     16,000
 Notes receivable from stockholders 
  and related parties less allowance 
  of $148,000. . . . . . . . . . . . . .     27,000     32,000

 .Total current assets . . . . . . . . .5,445,000    5,154,000
 
Noncurrent assets:
 Long term receivables . . . . . . . . .  329,000      320,000
 Property and equipment, net . . . . . .1,707,000    1,606,000
 Real estate held for investment, net  .  252,000      252,000
 Other assets, net . . . . . . . . . . .    939,000         693,000
 
 . . . . . . . . . . . . . . . . . . . .$8,672,000  $8,025,000

              LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
 Short-term borrowings and current 
  portion of long-term debt  . . . . . .  $   91,000 $  92,000
 Accounts payable  . . . . . . . . . . .    146,000    173,000
 Accrued expenses. . . . . . . . . . . .  763,000      845,000
 Deferred income . . . . . . . . . . . .     21,000     433,000

 . . . . Total current liabilities . . .1,021,000    1,543,000

Long-term debt . . . . . . . . . . . . .    627,000     639,000

 . . . . Total liabilities . . . . . . .          1,648,000   2,182,000


Stockholders' equity:
 Convertible preferred stock, $.01 par value, 
  5,000,000 shares authorized:
  Series "H", 0 and 23,511 shares 
   issued and outstanding: . . . . . . .         
  Series "K", 75,000 and 325,000 shares 
   issued and outstanding. . . . . . . .    1,000        3,000
  Series "L", 60,000 and 168,000 shares 
   issued and outstanding. . . . . . . .    1,000        2,000
 Common stock, $.01 par value, 
  36,000,000 authorized:
   18,027,126 and 15,120,541 shares issued; 
   18,020,885 and 15,114,300 shares 
   outstanding. . . . .. . . . . . . . .  180,000      151,000
 Additional paid-in capital. . . . . . .14,593,000  14,140,000
 Accumulated deficit . . . . . . . . . . (7,751,000) (8,453,000)

 . . . . Total stockholders' equity  . .  7,024,000    5,843,000
 
 . . . . . . . . . . . . . . . . . . . .$8,672,000  $8,025,000

  See accompanying notes to consolidated financial statements.

</TABLE>



<PAGE>
                 ELECTRONIC CLEARING HOUSE, INC.
              CONSOLIDATED STATEMENT OF OPERATIONS 

<TABLE>
<CAPTION>

                                     Three Months    Six Months
                                     Ended Mar 31,  Ended Mar 31,
                                     1999    1998    1999   1998
                                      (Unaudited)    (Unaudited)
                                           ---in thousands--
<S>                               <C>     <C>      <C>   <C>
Revenues:
 Bankcard processing revenue . . .$3,073  $2,638  $6,449 $5,290
 Bankcard transactions fees. . . . 1,768   1,566   3,539  3,012
 Terminal sales and 
  lease revenue  . . . . . . . . . 1,475     920   1,569    992
 Other revenue . . . . . . . . . .    40      64     268    106

                                   6,356   5,188  11,825  9,400

Costs and expenses:
 Bankcard processing and 
  transactions expense . . . . . . 3,476   3,201   7,197  6,180
 Cost of terminals sold and leased   806     567     879    688
 Other operating costs . . . . . .   190     195     447    405
 Selling, general 
   and administrative. . . . . . . 1,441     968   2,610  1,801

                                                                 
                                 . 5,913   4,931  11,133  9,074
 
      Income from operations . . .   443     257     692    326

Interest income. . . . . . . . . .    38      22      86     43
Interest expense . . . . . . . . .   (24)    (27)      (49) (54)
 Income before provision 
   for income tax. . . . . . . . .   457     252     729    315


Provision for income taxes . . . .   (13)     (1)    (27)    (2)

          Net income   . . . . . . $  444 $  251 $   702 $  313


    Earnings per share - Basic . .$0.025  $0.017  $0.042 $0.021

    Earnings per share - Diluted .$0.019  $0.012  $0.031 $0.015


  See accompanying notes to consolidated financial statements.

</TABLE>


                 ELECTRONIC CLEARING HOUSE, INC.
              CONSOLIDATED STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>

 
                                                  Six Months
                                                Ended March 31,
                                              1999        1998
                                                  (unaudited)

<S>                                      <C>         <C>
Cash flows from operating activities:
 Net income    . . . . . . . . . . . .   $  702,000 $  313,000 
 Adjustments to reconcile net income 
   to net cash used in operating 
   activities:
   Depreciation  . . . . . . . . . . .      107,000    116,000
   Amortization. . . . . . . . . . . .       35,000     51,000
   Provision for losses on accounts 
    and notes receivable . . . . . . .      374,000    210,000
   Provision for obsolete inventory. .          -0-     36,000
   Fair value of stock issued in connection 
    with directors' compensation . . .       45,000        -0-
 Changes in assets and liabilities:
   Restricted cash . . . . . . . . . .       97,000   (141,000)
   Accounts receivable . . . . . . . .   (1,002,000)(1,026,000)
   Inventory . . . . . . . . . . . . .      141,000   (485,000)
   Prepaid expenses and other 
    current assets . . . . . . . . . .      (31,000)    (6,000)
   Other assets, net . . . . . . . . .     (281,000)   (35,000)
   Accounts payable  . . . . . . . . .      (27,000)   656,000
   Accrued expenses. . . . . . . . . .      (82,000)   251,000
   Deferred income . . . . . . . . . .     (412,000)       -0-
      

   Net cash used in operating 
    activities . . . . . . . . . . . .     (334,000)   (60,000)

Cash flows from investing activities:
   Purchase of equipment.. . . . . . .     (165,000)   (97,000)

   Net cash used in 
    investing activities . . . . . . .     (165,000)   (97,000)

Cash flows from financing activities:
   Decrease (increase) in notes receivable 
    from related parties . . . . . . .        5,000    (36,000) 
   Repayment of notes payable. . . . .      (56,000)   (86,000)
   Proceeds from issuance of 
    preferred stock  . . . . . . . . .          -0-    200,000   
       . . . . . . . . . . . . . . . . 
   Proceeds from common stock 
    warrants exercised . . . . . . . .      260,000        -0-
   Proceeds from exercise of 
    stock options. . . . . . . . . . .      174,000        -0-

   Net cash provided by 
    financing activities . . . . . . .      383,000     78,000
 
Net decrease in cash . . . . . . . . .     (116,000)   (79,000)
Cash and cash equivalents at 
 beginning of period . . . . . . . . .    2,486,000    772,000
 
Cash and cash equivalents at 
 end of period . . . . . . . . . . . .   $2,370,000  $ 693,000



  See accompanying notes to consolidated financial statements.

</TABLE>


                 ELECTRONIC CLEARING HOUSE, INC.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - Basis of presentation:

 The accompanying consolidated financial statements as of March
31, 1999, and for the three and six month periods then ended, are
unaudited and reflect all adjustments (consisting only of normal
recurring adjustments) which are, in the opinion of management,
necessary for a fair presentation of the financial position and
the results of operations for the interim periods. The
consolidated financial statements herein should be read in
conjunction with the consolidated financial statements and notes
thereto, together with management's discussion and analysis of
financial condition and results of operations, contained in the
Company's Annual Report to Stockholders incorporated by reference
in the Company's Annual Report on Form 10-K for the fiscal year
ended September 30, 1998.  The result of operations for the three
and six months ended March 31, 1999 are not necessarily
indicative of the likely results for the entire fiscal year
ending September 30, 1999.  

NOTE 2 - Net income per share:

 Net income per share is based on the weighted average number of
common shares and dilutive common equivalent shares outstanding
during the period.  The shares issuable upon conversion of
preferred stock and exercise of options and warrants are included
in the weighted average for the calculation of net income per
share except where it would be anti-dilutive.  For the net income
per common share, the convertible preferred stock is not
considered to be equivalent to common stock.  Earnings per share
- - basic amounts included in the consolidated statement of
operations are based upon average shares outstanding of
17,596,509 and 14,976,541 in the three months and 16,727,228 and
14,883,838 in the six months ended March 31, 1999 and 1998,
respectively.  Earnings per share - diluted amounts included in
the consolidated statements of operations are based upon average
shares outstanding of 23,060,306 and 21,503,760 in the three
months and 22,925,211 and 21,429,585 in the six months ended
March 31, 1999 and 1998, respectively.  Earnings per share -
diluted assuming full dilution for the six months ended March 31,
1999 was determined on the assumption that the convertible
preferred stock was converted, and the warrants and all the
options were exercised on October 1, 1998 or the issuance date,
whichever is later.

NOTE 3 - Non-cash transactions:

Significant non-cash transaction for the six months ended March
31, 1999 was as follows:

  - Capital equipment of $43,000 was acquired under capital
    leases.

Significant non-cash transaction for the six months ended March
31, 1998 was as follows:

  - Capital equipment of $26,000 was acquired under capital
    leases.

NOTE 4 - Subsequent event:

On April 20, 1999, the Company completed the acquisition of Magic
Software Development, Inc. (Magic).  Magic, based in Albuquerque,
New Mexico, will operate as a wholly owned subsidiary of the
Company.  The Company issued a total of 1,000,000 shares of
common stock to the Selling Shareholders of Magic upon the
effectiveness of the acquisition.  For further disclosure, see
Management's Discussion and Analysis of Financial Conditions and
Results of Operations - "Highlights" on page 7.



ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS


When used in the Management's Discussion and Analysis of
Financial Condition and Results of Operations or elsewhere in
this document, the word "believes", "anticipates",
"contemplates", and similar expressions are intended to identify
forward-looking statements.  Such statements are subject to
certain risks and uncertainties, which could cause actual results
to differ materially from those projected.  Those risks and
uncertainties include changes in laws and regulations affecting
the Company's primary lines of business.  The Company undertakes
no obligation to publicly release the results of any revisions to
those forward-looking statements which may be made to reflect
events or circumstances after the date hereof or to reflect the
occurrence of unanticipated events.

Highlights

On April 20, 1999, the Company completed the acquisition of Magic
Software Development, Inc.(Magic), based in Albuquerque, New
Mexico.  Magic will operate as a wholly owned subsidiary of the
Company.

Under the terms of the acquisition, the Company issued a total of
1,000,000 shares of common stock as "Base Shares" to the Selling
Shareholders of Magic.  The shares will be held in escrow and
500,000 shares will be released to the Magic Selling Shareholders
on April 1, 2001 and 500,000 shares will be released on April 1,
2002.

The Company has also agreed to issued up to 1,000,000 of
additional "Performance Shares" to the Selling Shareholders of
Magic upon the achievement of certain predetermined earnings
goals for fiscal year 2000 and 2001.  Any "Performance Shares"
issued will be held in escrow and 50% will be released on April
1, 2003 and the balance to be released on April 1, 2004.

Magic is a provider of electronic check verification, electronic
check re-presentment, check conversion, and check guarantee
solutions to financial services companies and retailers across
the nation.  Magic processes over 75 million check verification
transactions per year, totaling over two billion dollars. Magic
currently employs 13 full-time employees, primarily programmers
and engineers.

At the present, a majority of Magic's revenue is generated from
electronic check verification.  Electronic check verification is
the process of using an electronic device to verify information
about a check being presented for payment.  The information is
verified against data, which have previously been collected and
stored in a database.  A verification compares information to a
negative database, a positive database, or combination of both.

Magic has been an active member of the Electronic Check Counsel,
a group of national retailers, banks and electronic processors,
that was set up by the National Automated Clearing House
Association (NACHA) to investigate and advise NACHA on new
electronic check products.  NACHA just announced its approval of
new rules relating to electronic check conversion and, in
management's opinion, Magic is positioned well to provide this
new service to both retailers and financial institutions. 

The benefits to retailers of using electronic check conversion at
the point-of-sale include reduced costs from the elimination of
paper handling, faster and more effective redeposit and return
item processing, simplified reconciliation, detailed settlement
and transaction reporting, improved customer information flow,
and a lower incidence of fraud.

A complementary process to check conversion is electronic check
re-presentment.  This is the process of converting non-sufficient
funds (NSF) or uncollected funds check into an electronic item. 
These items are then sent through the ACH network for collection
instead of being manually processed.

The Company will be offering all of the above services and
products to its core merchant base once Magic is fully integrated
into the Company's operations.

Result of Operations

Three Months Ended March 31, 1999 and 1998

Revenues.    Electronic Clearing House, Inc. recorded a net
income of $444,000 for the second quarter of fiscal year 1999 as
compared to a net income of $251,000 in the same period for the
prior year, a 77% increase. This net income increases reflected
revenue growth of 15% in bankcard processing and transaction
revenue combined with a 60% increase in terminal sales and lease
revenue over the same period in the prior fiscal year.  Revenue
for the second quarter grew from $5,188,000 to $6,356,000
compared with prior year, an increase of 23%.

Revenues derived from the electronic processing of transactions
are recognized at the time the transactions are processed by the
merchant. The increase in bankcard processing revenue and
transaction revenue is mainly attributable to two areas: (1) 60%
increase in inventory transaction volume with U-Haul
International due to the additional systems deployed during the
past year; and (2) the implementation of certain industry
specific fees in the third quarter of fiscal 1998 combined with
merchant processing growth. The Company has chosen to be more
cautious with certain higher volume merchants which pose highest
processing risk to the Company.  In the second fiscal quarter of
1999, the Company terminated several high volume merchant
accounts which, in management's opinion, was in the best interest
of the Company but did lower the overall processing gross margin
of the Company by approximately 8% when compared with the first
fiscal quarter.  The Company has been successful in replacing the
processing volume by adding new merchants through various sales
programs, however, the new merchants generally have been sold at
a lower discount rate and, hence, lower margin, due to the lower
risk involved.  As of March 1999, the Company processed for over
19,000 active retail merchant accounts and equipment rental
dealers located around the country.

Revenue related to terminal sales is recognized when the
equipment is shipped.  Terminal sales and lease revenue for the
three months ended March 31, 1999 were $1,475,000, which
represented a 60% increase over the same fiscal quarter last
year. During this second fiscal quarter, the Company completed
the deployment of 2,500 additional U-Haul systems. 

Cost and Expenses.    Bankcard processing expenses have
generally remained constant as a percentage of processing
revenue.  Most of the Company's bankcard processing expenses are
fixed as a percentage of each transaction amount, with the
remaining costs being based on a fixed rate applied to the
transactions processed.  Processing-related expenses, consisting
of bankcard processing expense and transaction expense, increased
9% in the second fiscal quarter over the same fiscal period last
year.  This was in direct relation to the 15% increase in
processing and transaction revenues for the second fiscal
quarter.

Cost of terminals sold and leased increased 42% in the second
quarter of fiscal year 1999 as compared to the same fiscal
quarter last year.  This relates directly to the 60% increase in
terminal sales and lease revenue during the second quarter.

Since the beginning of this fiscal year, the Company has invested
a substantial amount of research and development capital in the
development of certain casino cash advance technology.  The
Company is currently finalizing an agreement with a joint venture
partner regarding this new casino cash advance venture.

Selling and general and administrative expenses increased 49% in
the second fiscal quarter as compared to the same fiscal quarter
last year.  This is the result of the Company's commitment toward
several sales programs which were implemented during the first
quarter of this fiscal year.  Additionally, the higher general
and administrative expense is also associated with the 23%
overall revenue increase and the incremental increase in
operating costs to support the Company's infrastructure.
 
Six Months Ended March 31, 1999 and 1998

Revenue.  Electronic Clearing House, Inc. recorded a net income
of $702,000 for the six months ended March 31, 1999 as compared
to a net income of $313,000 for the same period last fiscal year,
an increase of 124%.  This is indicative of the 20% increase in
processing and transaction revenue and the 58% increase in
terminal sales and lease revenue.

As a percentage of total revenue, processing and transaction
revenue accounted for 84% of the total revenue for the six month
period ended March 31, 1999 as compared to 88% for the same
period in the prior year.  Terminal sales and lease revenue
accounted for 13% of the total revenue for the six months ended
March 31, 1999 as compared to 11% for the same period last year.

Other revenue increased from $106,000 for the six months ended
March 31, 1998 to $268,000 for the six months ended March 31,
1999, an increase of 153%.  This increase is attributable to
software development work for a casino cash advance provider.

Overall, the Company's total revenue increased 26% for the six
months ended March 31, 1999 as compared to the same six months
period last year.

Cost and Expenses.  Processing and transaction expenses
increased 16% for the six months ended March 31, 1999 as compared
to the same six month period last year.  This is directly related
to the 20% increase in processing and transaction revenue for the
same six months period.  Additionally, gross margin on processing
and transaction activities has improved from 26% for the six
months period ended March 31, 1998 to 28% for the six months
period ended March 31, 1999.

Cost of terminals sold and leased increased 28% for the six
months period ended March 31, 1999 as compared to the same six
month period last year.  This was in direct relation to the 58%
increase in terminal sales and lease revenue.  Gross margin from
terminal sales improved from 31% for the six month period ended
March 31, 1998 to 44% for the six month period ended March 31,
1999.  

Selling, general and administrative expenses increased 45% for
the six months ended March 31, 1999 over the same six months
period last year.  As a percentage of total revenue, selling,
general and administrative expenses increased from 19% for the
six months ended March 31, 1998 to 22% for the six months ended
March 31, 1999.  This was primarily attributable to the expansion
of the Company's sales and marketing program this fiscal year. 
Additionally, the increase was also attributable to the higher
employee-related costs to support the growth of the Company.    

LIQUIDITY AND CAPITAL RESOURCES

As of March 31, 1999, the Company had available cash of
$2,370,000, restricted cash of $554,000 in reserve with its
primary processing banks and a working capital of $4,424,000. 

Accounts receivable net of allowance for doubtful accounts
increased $618,000 during the six months period ended March 31,
1999.  This is mainly due to the receivable recorded as a result
of the U-Haul terminal shipment. 

At the present, the Company's cash flows from operations is
sufficient to support the current level of research and
developments costs and marketing costs which would allow the
Company to further develop its suite of Internet products and
services which is essential to the Company's future growth.

The Company's current ratio improved significantly from 2.38 to 1
at March 31, 1998 to 5.33 to 1 at March 31, 1999.  The Company's
debt to equity ratio also improved from .51 to 1 at March 31,
1998 to .23 to 1 at March 31, 1999.   

Other Year 2000 Issues

Many existing computer systems and related software applications,
and other control devices, use only two digits to identify a year
in a date field, without considering the impact of the upcoming
change in the century.  Such systems, applications and/or devices
could fail or create erroneous results unless corrected so that
they can process data related to the Year 2000. The Company
relies on computer systems, applications and devices in operating
and monitoring all major aspects of its business, including, but
not limited to, its financial systems, customer services,
internal networks and telecommunication equipment, and end
products.  The Company also relies, directly and indirectly, on
the external systems of various independent business enterprises,
such as its customers, sponsoring banks, suppliers, creditors,
financial organizations, and of governments for the accurate
exchange of data and related information.  

In fiscal 1997, the Company received independent certification of
Year 2000 compliance from Visa and from MasterCard for processing
authorization requests.  All possible paths for such transactions
were demonstrated to be compliant.

In fiscal 1998, the Company assessed the Year 2000 issues in
depth and developed a comprehensive plan.  The Company is
currently executing its plan to minimize the potential impact of
the Year 2000 issues on its business and expects to be in a
testing mode in the first calendar quarter of 1999.  The Company
spent approximately $200,000 in fiscal year 1998 in connection
with the Year 2000 problems. Management's current estimate is
that the costs associated with the Year 2000 issue will be
approximately $250,000 in fiscal 1999.  The assignment of
resources to address the Year 2000 issue has had a minor impact
on development and/or delay of other Company projects. The
Company's existing contingency plan for business resumption
during and following catastrophic events has been augmented to
provide for longer-term outages that could result from Year 2000
issues.  For example, the Uninterruptible Power Supply system
that has served the Company since 1987 has been replaced with a
much more robust system.  In addition, a stand-alone power
generator is currently being installed to increase the Company's
ability to sustain longer-term outages.  However, despite the
Company's efforts to address the Year 2000 impact on its internal
systems, the Company may have failed to fully identify all areas
and, once discovered, the Company may not be able to resolve such
areas without disruption of its business and without incurring
significant expenses.  In addition, even if the internal systems
of the Company are not materially affected by the Year 2000
issue, the Company could be affected adversely as a result of any
disruption in the operation of the various third-party
enterprises with which the Company interacts. Significant care is
being taken to confirm other key providers/vendors are fully
compliant with Year 2000 issues but no assurance can be given
that the Company's efforts in this regard or that the
representations made regarding compliance with Year 2000 by
vendors will prove successful.


<PAGE>





PART II. OTHER INFORMATION



Item 6.  Exhibits and Reports on Form 8-K

The following reports on Form 8-K were filed during the quarter
ended March 31, 1999:
    
Date of Filing           Item Reported

February 8, 1999   Resignation of Director Fariborz Hamzei and
                   appointment of Director Aristides Georgantas

March 8, 1999      Letter of intent to acquire Magic Software
                   Development, Inc., Albuquerque, New Mexico.   
          
               
<PAGE>



                           SIGNATURES



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




          ELECTRONIC CLEARING HOUSE, INC.
               (Registrant)



                   

          By:  \s\Alice Cheung
            Alice Cheung, Treasurer and 
             Chief Financial Officer
                                                      


    



May 5, 1999

<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          SEP-30-1999
<PERIOD-END>                               MAR-31-1999
<CASH>                                            2370
<SECURITIES>                                         0
<RECEIVABLES>                                     4072
<ALLOWANCES>                                      2203
<INVENTORY>                                        578
<CURRENT-ASSETS>                                  5445
<PP&E>                                            3986
<DEPRECIATION>                                    2279
<TOTAL-ASSETS>                                    8672
<CURRENT-LIABILITIES>                             1021
<BONDS>                                            627
                                0
                                          2
<COMMON>                                           180
<OTHER-SE>                                        6842
<TOTAL-LIABILITY-AND-EQUITY>                      8672
<SALES>                                           1569
<TOTAL-REVENUES>                                 11825
<CGS>                                              879
<TOTAL-COSTS>                                     7644
<OTHER-EXPENSES>                                  2610
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                  49
<INCOME-PRETAX>                                    729
<INCOME-TAX>                                        27
<INCOME-CONTINUING>                                702
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       702
<EPS-PRIMARY>                                     .042
<EPS-DILUTED>                                     .031
        

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