UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Industrial Training Corp.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
45031s-10-6
(CUSIP Number)
*The remainder of this cover page shall be filled out or a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent
amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 45031s-10-6 SCHEDULE 13G Page 2 of 5
1 Name of Reporting Person ROI Partners, L. P.
IRS Identification No. of Above Person 94-3164760
2 Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 Citizenship or Place of Organization
California
5 Sole Voting Power
230,300
NUMBER OF 6 Shared Voting Power
SHARES
BENEFICIALLY -0-
OWNED BY EACH
REPORTING 7 Sole Dispositive Power
PERSON WITH
230,300
8 Shares Dispositive Power
-0-
9 Aggregate Amount Beneficially Owned by each Reporting
Person
230,300
10 Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares* [ ]
11 Percent of Class Represented by Amount in Row 9
5.9%
12 Type of Reporting Person*
PN
CUSIP No. 45031s-10-6 SCHEDULE 13G Page 3 of 5
Item 1(a). Name of Issuer.
ITC Learning Corp.
Item 1(b). Address of Issuer's Principal Executive Offices.
13515 Dulles Technology Drive, Herndon, VA 20171
Item 2(a). Names of Persons Filing.
ROI Partners, L. P.
Item 2(b). Address of Principal Business Office or, if none,
Residence.
The business address of ROI Partners, L. P. is 17 E. Sir
Francis Drake Blvd., Suite 225, Larkspur, CA 94939.
Item 2(c). Citizenship.
ROI Partners, L. P. is a California limited partnership.
Item 2(d). Title of Class of Securities.
common stock
Item 2(e). CUSIP Number.
45031s-10-6
Item 3. Type of Reporting Person.
ROI Partners, L. P. is an investment limited partnership,
whose general partner is ROI Capital Management, Inc.
Item 4. Ownership.
Reference is made hereby made to Items 5-9 and 11 of page
two (2) of this Schedule G, which Items are incorporated by
reference herein.
CUSIP No. 45031s-10-6 SCHEDULE 13G Page 4 of 5
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More Than Five Percent on Behalf of
Another Person.
ROI Capital Management, Inc. is deemed to be the beneficial
owner of the number of securities reflected in items 5-9 and 11
of page two (2) of this Schedule G pursuant to separate
arrangements whereby it acts as investment adviser to certain
persons, in which it also holds an ownership interest. Each
person for whom ROI Capital Management, Inc. acts as investment
adviser has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of,
the common stock purchased or held pursuant to such
arrangements. Mark T. Boyer and Mitchell J. Soboleski are
deemed to be the beneficial owners of the number of securities
reflected in Items 5-9 and 11 of page two (2) of this Schedule
G pursuant to their ownership interests in ROI Capital
Management, Inc. A 13G filing has been submitted previously on
behalf of ROI Capital Management, Inc., Mitchell J. Soboleski
and Mark T. Boyer.
Item 7. Identification and Classification of the Subsidiary
which Acquired the Security Being Reported on by the Parent
Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the
Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below, each of the undersigned certifies that,
to the best of his knowledge and belief, the securities
referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not
have the effect of changing or influencing the control of the
issuer of such securities and were not acquired in connection
with or as a participant in any transaction having such
purposes or effect.
CUSIP No. 45031s-10-6 SCHEDULE 13G Page 5 of 5
Signature
After reasonable inquiry and to the best of my knowledge
and belief, the undersigned certifies that the information set
forth in this statement is true, complete and correct.
DATED: October 26, 1998
ROI Partners, L. P.
/s/ Mitchell J. Soboleski
________________________
By: Mitchell J. Soboleski
Its: Secretary of ROI Capital
Management, Inc.,
its general partner
