PRO DEX INC
10-Q, 1998-05-08
MEDICAL, DENTAL & HOSPITAL EQUIPMENT & SUPPLIES
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           U.S. SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C.  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 March 31, 1998.


[ ]  Transition Report Pursuant to Section 13 or 15(d)  of
     the Securities Exchange Act of 1934.



             Commission File Number     0-14942

                        PRO-DEX, INC.
       (Name of small business issuer in its charter)
                              
          Colorado                         84-1261240
(State or other jurisdiction of       (I.R.S. Employer ID No.)
Incorporation or organization)

     1401 Walnut St., Ste. 540, Boulder, Colorado 80302
          (Address of principal executive offices)

         Issuer's telephone number:  (303) 443-6136

Securities  registered under Section 12(b)  of  the  Exchange
Act:

                                    Name of each exchange
Title of each class                 on which registered
      None                                    None

Securities  registered under Section 12(g)  of  the  Exchange
Act:

                 Common Stock, no par value
                      (Title of class)

     The  number of shares of the Registrant's no  par  value
common  stock  outstanding  as  of  January  30,  1998,   was
8,712,300.
     
     
DOCUMENTS INCORPORATED BY REFERENCE: None.

                       Table of Contents

                                                  Page No.
PART I    Financial Information

  Item 1. Financial Statements
          Consolidated Balance Sheets            F-1 & F-2
          Consolidated Statements of Income      F-3 & F-4
          Consolidated Statements of Cash Flows        F-5
          Notes to Consolidated Financial Statements     8

  Item 2. Management Discussion and Analysis             

SIGNATURES                                              14

EXHIBITS    NONE

                     Page 2 of 14 Pages


                 PRO-DEX, INC. AND SUBSIDIARIES 
                   CONSOLIDATED BALANCE SHEETS
                             ASSETS
                                
                                          March 31,      June 30,
                                            1998           1997
                                        (unaudited)

Current assets:
  Cash and cash equivalents            $   294,991    $   851,108
  Accounts receivable, net               3,446,633      3,496,479
  Inventories, net                       4,411,680      4,236,069
  Deferred taxes                           475,000        475,000
  Refundable income taxes                                 645,613
  Prepaid expenses                         389,972        186,987
    
    Total current assets                 9,018,276      9,891,256


Property and equipment                   5,201,192      4,388,890
  Less accumulated depreciation         (2,210,238)    (1,721,838)
    Net property and equipment           2,990,954      2,667,052

Other assets:
  Long-term trade receivables            1,252,988      1,079,957
  Deferred taxes                           505,000        505,000
  Other                                    309,657        383,586
  Intangibles, net                       8,975,955      9,651,695
    
    Total other assets                  11,043,600     11,620,238
    
    
    Total assets                       $23,052,830    $24,178,546

                                     F-1



                 PRO-DEX, INC. AND SUBSIDIARIES 
             CONSOLIDATED BALANCE SHEETS - CONTINUED
               LIABILITIES & SHAREHOLDERS' EQUITY
                              
                                
                                          March 31,      June 30,
                                            1998           1997
                                        (unaudited)
Current liabilities:
  Current portion of long-term debt    $ 1,299,932    $ 1,211,999
  Accounts payable                         779,903        797,071
  Accrued expenses                         829,821        973,705
  Income taxes payable                     358,411

     Total current liabilities           3,268,067      2,982,775

Long-term debt, net of current portion   6,472,398      8,444,545
                                       
     Total liabilities                   9,740,465     11,427,320
                                       
Commitments and contingencies


Shareholders' equity:
  Series A convertible preferred shares,
    no par value; 10,000,000
    shares authorized; 78,129 shares
    issued and outstanding                 282,990        282,990
  Common shares, no par value;
    50,000,000 shares authorized;
    8,712,300 shares issued
    and outstanding                     14,632,444     14,632,445
  Additional paid in capital                10,000         10,000
  Accumulated deficit                   (1,553,956)    (2,115,095)
                               
                                        13,371,478     12,810,340

  Receivable from employee stock
    ownership plan (ESOP)                  (59,113)       (59,114)

    Total shareholders' equity          13,312,365     12,751,226

    Total liabilities and
      shareholders' equity             $23,052,830    $24,178,546

                                     F-2
                   

             
                 PRO-DEX, INC. AND SUBSIDIARIES
              CONSOLIDATED STATEMENTS OF OPERATIONS
                                
                                          Quarter ended March 31,
                                            1998           1997
                                        (unaudited)    (unaudited)
Net sales (net of sales
  from discontinued operations
    of $0 and $507,172)                $ 5,178,034    $ 4,397,093

Cost of sales                            2,304,456      2,023,105

Gross profits                            2,873,578      2,373,988

Operating expenses:
  Selling                                1,055,666      1,143,202
  General and administrative             1,236,614      1,415,071
  Research and development                 330,586        205,367
  Amortization                             225,247        236,567
    Total operating expenses             2,848,113      3,000,207

Income (loss) from operations               25,465       (626,219)

Other income (expense):
  Interest expense                        (237,153)      (354,920)
  Other income, net                         16,634         11,760
    Total                                 (220,519)      (343,160)

(Loss) before income taxes(credits)
  and loss from discontinued operations   (195,054)      (969,379)
Income taxes (credits)                     (68,269)      (246,972)

(Loss) from discontinued operations       (126,785)      (722,407)
(Loss) from discontinued operations
  (net of tax benefit)                                   (489,557)
Net (loss)                             $  (126,785)   $(1,211,964)

Basic and diluted earnings (loss) per
  common and common equivalent share
    (Loss) from continuing operations  $     (0.01)   $     (0.08)
    (Loss) from discontinued operations       0.00          (0.05)
       Net (loss) per share            $     (0.01)   $     (0.13)

Basic weighted average number of
  common and common equivalent
    shares outstanding                   8,790,429      9,158,912

Diluted weighted average number of
  common and common equivalent
    shares outstanding                   8,956,653      9,218,728
 
                                     F-3



                PRO-DEX, INC. AND SUBSIDIARIES
             CONSOLIDATED STATEMENTS OF OPERATIONS
                
                                      Nine months ended March 31,
                                          1998            1997
                                       (unaudited)    (unaudited)

Net sales (net of sales from
  discontinued operations
    of $0 and $1,714,718)             $17,325,401    $13,605,814

Cost of sales                           7,186,464      5,769,020

Gross profits                          10,138,937      7,836,794

Operating expenses:
  Selling                               3,266,181      3,151,024
  General and administrative            3,587,102      3,791,093
  Research and development              1,023,505        625,174
  Amortization                            675,739        693,649
    Total operating expenses            8,552,527      8,260,940

Income (loss) from operations           1,586,410       (424,146)

Other income (expense):
  Interest expense                       (733,431)      (914,094)
  Other income, net                        36,420         38,987
    Total                                (697,011)      (875,107)

Income (loss) before income taxes
  (credits) and loss from
    discontinued operations               889,399     (1,299,253)
Income taxes (credits)                    328,266       (345,872)

Income (loss) before (loss)
  from discontinued operations            561,133       (953,381)
(Loss) from discontinued operations
  (net of tax benefit)                                  (767,119)
Net income (loss)                     $   561,133    $(1,720,500)

Basic and diluted earnings (loss) per
  common and common equivalent share:
    Income (loss) from 
      continuing operations           $      0.06    $     (0.10)
    (Loss) from discontinued
      operations                             0.00          (0.09)
        Net income (loss) per share   $      0.06    $     (0.19)

Basic weighted average number
  of common and common 
    equivalent shares outstanding       8,790,429      9,158,912

Diluted weighted average number
  of common and common
    equivalent shares outstanding       8,923,548      9,502,895

                                    F-4



                  PRO-DEX, INC. AND SUBSIDIARIES
              CONSOLIDATED STATEMENTS OF CASH FLOWS

                                       Nine months ended March 31,
                                            1998           1997
                                        (unaudited)    (unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income (loss)                    $   561,133    $(1,720,501)
  Adjustments to reconcile net income
    (loss) to net cash provided by
      (used in) operating activities:
        Depreciation and amortization    1,159,774      1,258,078
        Provision for doubtful accounts     (1,499)       558,753
  Change in working capital components
    net of effects from purchases
      and divestitures:
        (Increase) decrease in
          accounts receivable             (121,685)       381,440
        (Increase) in inventories         (175,611)      (204,081)
        (Increase) in deferred taxes                     (621,117)
        (Increase) decrease in prepaid
          expenses and refundable
            income taxes                   442,628       (210,145)
        (Increase) decrease in
          other assets                      73,930       (249,293)
        (Decrease) in accounts payable
          and accrued expense             (111,751)      (486,033)
        Increase in deferred revenue                        6,981
        Increase (decrease) in
          income taxes payable             309,111       (620,061)

  Net cash provided by (used in)
    operating activities                 2,136,030     (1,905,979)

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of property and equipment      (807,937)      (439,023)

  Net cash flows (used in)
    investing activities                  (807,937)      (439,023)

CASH FLOWS FROM FINANCING ACTIVITIES
  Net borrowing on revolving
    credit agreements                                  (1,100,242)
  Proceeds from long-term borrowing                     3,913,723
  Principal payments on
    long-term borrowing                 (1,884,214)      (278,431)
  Issuance of common stock                                  7,501

  Net cash flows provided by
    (used in) financing activities      (1,884,214)     2,542,551

INCREASE (DECREASE) IN CASH
  AND CASH EQUIVALENTS                    (556,121)       197,549
Cash and cash equivalents,
  beginning of period                      851,112        407,722
Cash and cash equivalents,
  end of period                        $   294,991    $   605,271

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
  Cash payments for interest           $   733,431    $   914,094
  Cash payments for income taxes       $     5,688    $   620,061

                                     F-5



               PRO-DEX, INC. AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
            For The Nine Months Ended March 31, 1998


NOTE 1 - BASIS OF PRESENTATION
  
       The accompanying unaudited consolidated financial
statements have been prepared in accordance with generally
accepted accounting principles for interim financial
information and with the instruction to Form 10-Q and Article
10 of regulation S-X.  Accordingly, they do not include all of
the information and footnotes required by generally accepted
accounting principles for complete financial statements.  In
the opinion of management, all adjustments (consisting of
normal recurring accruals) considered necessary for a fair
presentation have been included.  Operating results for the
nine months ended March 31, 1998, are not necessarily
indicative of the results that may be expected for the year
ended June 30, 1998.  For further information, refer to the
consolidated financial statements and footnotes thereto
included in the Company's annual report on Form 10-K for the
year ended June 30, 1997.
  
  
NOTE 2 - EARNINGS PER SHARE

     Basic earnings per share are computed by dividing net
income available to common shareholders by the weighted-average
number of shares outstanding during the period.  Fully diluted
earnings per share is computed by dividing net income by the
weighted-average number of common shares outstanding during the
period plus the incremental shares that would have been
outstanding assuming the exercise of dilutive stock options,
and the assumed conversion of preferred shares.

  
NOTE 3 - RECLASSIFICATIONS
  
     Certain items in the March 31, 1997 financial statement
have been reclassified to be comparable with the financial
statement classifications for the nine months ending March 31,
1998.  These classifications have no effect on shareholders'
equity or net income as of and for the nine months ending March
31, 1997.
  
  
NOTE 4 - DISCONTINUED OPERATIONS
  
     On April 25, 1997, consistent with the decision of the
Board of Directors, the Company completed the rescission of its
previous acquisition of the assets of Pnu-Light Tool Works,
Inc. ("Pnu-Light").  In accordance with the applicable unwind
provision, the 368,483 shares of the Company's common stock
that were originally issued as consideration for the
acquisition were returned to the Company.  Losses sustained by
Pnu-Light are reported as discontinued operations for the nine
months ended March 31, 1997, and amounted to approximately
$210,300 net of related tax benefit of $90,100.
  
     On June 11, 1997, the Company completed the sale of its
Dental Clinic Management ("DCM") operations of its California
subsidiary, Pro-Dex Management, Inc.  In exchange for inventory
and equipment, the purchaser assumed approximately $670,000 of
the Company's liabilities.  The Company retained ownership of
the existing net accounts receivable of $1,800,000 related to
the DCM operation.  On September 10, 1997, the Company
finalized the arrangement for collection of the accounts
receivable with the purchaser.  As consideration for the
performance of continuing service obligations on those
accounts, the Company has agreed to the following.  Proceeds
from collection of the accounts receivable shall be paid to the
Company commencing September 30, 1997, in the amount of
$50,000.  Thereafter, the purchaser shall pay to Pro-Dex
$150,000 quarterly beginning on January 1, 1998, until the 1.8
million dollar balance is paid in full.  Losses sustained by
the DCM operation are reported as discontinued operations for
the six months ended December 31, 1996, and amounted to
approximately $67,000 net of related tax benefit of $29,000.
  
  
Item 2.   Management's Discussion and Analysis
  
Results of Operations
  
     Forward Looking Statements.  All forward looking
statements in the following discussion of management's analysis
of results of operation, liquidity and capital requirements,
and the possible effect of inflation, as well as elsewhere in
the Company's assumptions regarding factors such as (1) market
acceptance of the products of each subsidiary, including brand
and name recognition for quality and value in each of the
Company's subsidiaries' markets, (2) existence, scope,
defensibility and non-infringement of patents, trade-secrets
and other trade rights, (3) each subsidiary's relative success
in achieving and maintaining technical parity or superiority
with competitors, (4) interest rates for domestic and
Eurofunds, (5) the relative success of each subsidiary in
attracting and retaining technical and sales personnel with the
requisite skills to develop, manufacture and market the
Company's products, (6) the non-occurrence of general economic
downturns or downturns in any of the Company's market regions
or industries (such as dental products and tools or computer
chip manufacturers), (7) the relative competitiveness of
products manufactured by the Company's facilities, including
any contractors in the global economy, (8) the non-occurrence
of natural disasters, (9) a stable regulatory environment in
areas of significance to each of the Company's subsidiaries,
(10) the Company's success in managing its regulatory relations
and avoiding any adverse determinations, (11) the availability
of talented senior executives for the parent and each of the
subsidiaries, (12) other factors affecting the sales and
profitability of the Company in each of its markets.  Should
any of the foregoing assumptions or other assumptions not
listed fail to be realized, the forward-looking statements
herein may be inaccurate.  In making forward looking statements
in this and other Sections of the Company's report on Form 10-
QSB, the Company relies upon recently promulgated policies of
the Securities and Exchange Commission and statutory
provisions, including Section 21E of the Securities Exchange
Act of 1934, which provide a safe-harbor for forward looking
statements.
  
  
Results of Operations for the Quarter Ended March 31, 1998,
Compared to the Quarter Ended March 31, 1997.
  
     Net sales by subsidiary follows:

                                                     Increase/
                         1998           1997        (Decrease)

Biotrol              $1,683,867     $1,139,381     $  544,486
Challenge               469,675        234,839        234,836
Micro Motors          2,006,636      1,790,366        216,270
Oregon Micro Systems  1,443,935      1,326,743        117,192
(Inter-company sales)  (426,079)       (94,236)      (331,843)

                     $5,178,034     $4,397,093     $  780,941


     Sales from continuing operations increased 17.8% for the
quarter ended March 31, 1998 compared to the quarter ended March
31, 1997.  At Biotrol, the increase in the sales force from 11 to
17 people contributed to the 47.8% rise in revenue for the
quarter.   Revenue at Biotrol was negatively affected in the
quarter because of a significant buy-in of inventory in December
1997, by its major customers to enable them to qualify for year-
end purchase volume rebates.  In addition, a merger of two of its
top three customers caused a slow down in orders from them until
consolidated inventory levels were reduced to acceptable post
merger quantities.   At Challenge sales increased by 100% for the
quarter primarily due to an increase in intercompany sales to
Biotrol.  Private label sales increased at Challenge by 50%.
Sales at Micro Motors increased by 12% over the same quarter from
the previous year.  Significant management personnel changes
occurred at Micro Motors during the quarter.  Effective January
12, 1998, a new general manager was hired to complete the
transition to a professionally managed operation at that
subsidiary.  In addition, a new director of engineering and a
manufacturing manager were added to the new team in January.
Revenue at OMS increased by only 8.8% for the quarter ended March
31, 1998, compared to the quarter ended March 31, 1997.  Weakness
in the semi-conductor industry specifically caused by the
financial problems in Asia was a major factor in the slowdown of
business at OMS.
     
     Gross profits by subsidiary follows:
     
                                                     Increase/
                          1998           1997       (Decrease)

Biotrol              $  831,671     $  574,602     $  257,069
Challenge               161,764         99,046         62,718
Micro Motors            805,890        686,939        118,951
Oregon Micro Systems  1,074,253      1,013,401         60,852

                     $2,873,578     $2,373,988     $  499,590
     
     Overall gross profit dollars increased by 21% for the
quarter ended March 31, 1998, compared to the quarter ended March
31, 1997, due to increased revenue.  Gross profit percentage for
the quarter ended March 31, 1998, was 55.5% compared to 54% for
the quarter ended March 31, 1997.

     Operating expenses for the quarter ended March 31, 1998,
were $2,848,113 compared to $3,044,848 for the quarter ended
March 31, 1997.  Included in operating expenses for the quarter
ended March 31, 1997, was a restructuring charge reducing the
Company's workforce by 13% of approximately $245,000.  The
Company continued its commitment to developing new products.
Research and development expense increased 61% for the quarter
ended March 31, 1998 to $330,586 from $205,367 for the quarter
ended March 31, 1997.  During the quarter, the Company began
implementation of its new information technology program.  New
manufacturing and financial software will be installed at every
location, and new computer hardware has been acquired to support
the new software.  The new technology will enhance communication
between all of the subsidiaries within the Company as well as
make all Company locations year 2000 compliant.

     Income from operations for the quarter ended March 31, 1998,
was $25,465 compared to a loss of ($626,219) for the quarter
ended March 31, 1997.  Higher sales volume and gross profit were
the main reason for the increase in income from operations.
     
     Interest expense declined to $237,153 for the quarter ended
March 31, 1998, compared to $354,920 for the same quarter in the
previous year, a 33.2% decrease.  Improved cash flow from
increased profits enabled the Company to reduce debt and interest
expense.
     
     (Loss) from continuing operations for the quarter ended
March 31, 1998, decreased to ($126,785) from a (loss) of
($722,407) for the quarter ended March 31, 1997.
     
     Losses from discontinued operations as a result of the
disposition in fiscal year ended June 30, 1997, of the Company's
Pnu-Light operation, and its dental clinic management business,
were ($489,557), net of tax benefit of ($177,400) for the quarter
ended March 31, 1997.


Results of Operations for the Nine Months Ended March 31, 1998,
Compared to the Nine Months Ended March 31, 1997.

     Net sales by subsidiary follows:

                                                     Increase/
                         1998           1997        (Decrease)
 
Biotrol             $ 6,099,550    $ 4,221,595     $1,877,955
Challenge             1,341,973        954,552        387,421
Micro Motors          6,389,480      5,699,433        690,047
Oregon Micro Systems  4,843,521      3,199,552      1,643,969
(Inter-company sales)(1,349,123)      (469,318)      (879,805)

                    $17,325,401    $13,605,814     $3,719,587

     Consolidated sales from continuing operations increased
27.4% for the nine months ended March 31, 1998, compared to the
nine months ended March 31, 1997.  At Biotrol, sales for the nine
months increased 44.5%.  The increase in the sales force at
Biotrol from 11 to 17 personnel, which was completed in the
quarter ended September 30, 1997, provided greater market
penetration and revenue for its products.  Sales for the nine
months at Challenge increased 40.6%.  Inter-company sales of its
preventive dental products to Biotrol increased by 56.3% over
the same nine-month period a year ago.  The remainder of the
increase is attributed to a 25.3% rise in sales to its private
label customers.  At Micro Motors, the increase in sales to its
private label and OEM dental customers of 34.5% contributed to
the overall increase in sales for the nine months ended March 31,
1998.  Micro began to market its branded hand-piece line through
the sales force at Biotrol on July 1, 1997.  Revenue at Oregon
Micro Systems grew by 51.4% for the nine months ended March 31,
1998, compared to the nine months ended March 31, 1997.  The rate
of growth at OMS slowed during the third quarter of the current
year as compared to the first two quarters due to the slowdown in
the semi-conductor industry fueled by the financial crisis in
Asia.  Several customers of OMS rely heavily on business from
Asia.  Consequently, they have delayed their purchasing plans
temporarily until demand for their products resume.  OMS is
heavily dependent on the semiconductor industry for its revenue.
New technology scheduled to be introduced in the 4th quarter of
fiscal year end June 30, 1998, will enable OMS to compete in the
larger Systems Integration market.
     
     Gross profits by subsidiary follows:
                                
                                                     Increase/
                         1998          1997         (Decrease)

Biotrol             $ 3,268,699    $ 2,266,442    $ 1,002,257
Challenge               504,169        400,454        103,715
Micro Motors          2,676,984      2,696,237        (19,253)
Oregon Micro Systems  3,689,085      2,473,660      1,215,425

                    $10,138,937    $ 7,836,793    $ 2,302,144
     
     The Company's consolidated gross profit from continuing
operations for the nine months ended March 31, 1998, grew 29.4%
over the nine months ended March 31, 1997.  Gross profit
percentage increased to 58.5% for the nine months ended March 31,
1998, from 57.6% for the nine months ended March 31, 1997.  Sales
of higher margin products at Biotrol and Oregon Micro Systems was
largely responsible for the rise.  Gross profit dollars increased
primarily due to the increase in revenue.
     
     Operating expenses increased 3.5% from $8,260,940 for the
nine months ended March 31, 1997, to $8,552,527 for the nine
months ended March 31, 1998.  As a percentage of revenue
operating expenses for the nine-month period ended March 31,
1998, was 49.4% compared to 60.7% for the same nine-month period
a year ago.  Research and development expense rose 63.7% for the
nine months ended March 31, 1998, to $1,023,505 from $624,174 for
the nine months ended March 31, 1998.  During the nine month
period ended March 31, 1997, the Company incurred restructuring
expenses mostly for severance costs due to employee terminations
totaling $475,000.
     
     Operating income for the nine months ended March 31, 1998,
increased to $1,586,410 from a loss of ($424,146) for the nine
months ended March 31, 1997, mainly due to the increase in sales
and gross profit for the nine months.
     
     Income (loss) from continuing operations increased
$1,514,514 to $561,133, or $0.06 per share for the nine months
ended March 31, 1998, from a loss of ($953,381), or ($0.10) per
share for the nine months ended March 31, 1997.
     
     During fiscal year ended June 30, 1997, the Company disposed
of its Pnu-Light operations as well as its Dental Clinic
Management business.  Losses sustained by these two businesses
are reported as discontinued operations for the nine months ended
March 31, 1997, and amounted to $767,119 or, ($0.09) per share,
net of related tax benefit of $296,300.
     
Liquidity and Capital Resources
     
     As of March 31, 1998, the Company had liquid resources
consisting of cash, cash equivalents, and credit available on an
existing credit line totaling $2,494,991.  Cash flow continues to
be strong as earnings before interest, taxes, depreciation, and
amortization (EBITDA) for the nine months ended March 31, 1998,
were $2,747,837.  Management believes that funds generated from
operations along with funds available under the credit line are
sufficient to cover anticipated operating needs as well as
capital expenditure requirements for the current year.
     
Accounting Changes
     
     Effective for annual and interim periods ending after
December 15, 1997, the Financial Accounting Standards Board
(FASB) has issued Statement No. 128, "Earnings Per Share," which
supercedes APB Opinion No. 15.  Statement No. 128 requires the
presentation of earnings per share by all entities that have
common stock or potential common stock, such as options, warrants
and convertible securities outstanding that trade in a public
market.  Those entities that have only common stock outstanding
are required to present basic earnings per share amounts.
Diluted per share amounts assume the conversion, exercise or
issuance of all potential common stock instruments unless the
effect is to reduce a loss or increase the income per common
share from continuing operations.  The adoption of Statement No.
128 would have no effect on reported income (loss) per share for
the quarters ending September 30, 1997, and 1996, respectively.
     
     The FASB has also issued Statement No. 131 "Disclosure about
Segments of an Enterprise and Related Information".  Statement
No. 131 modifies the disclosure requirements for reportable
segments and is effective for the Company's year ending June 30,
1999.  The Company has not determined the effect the adoption of
this Statement would have on the Company's reported segments.

Impact of Inflation and Changing Prices

     The industries in which the Company competes are labor
intensive, often involving personnel with high level technical or
sales skills.  Wages and other expenses increase during periods
of inflation and when shortages in the marketplace occur.  The
Company expects its subsidiaries to face somewhat higher labor
costs, as the market for personnel with the skills sought by the
Company becomes tighter in a period of full employment.  In
addition, suppliers pass along rising costs to the Company's
subsidiaries in the form of higher prices.  Further, the
Company's credit facility with Harris Bank involves increased
costs if domestic interest rates rise or there are other adverse
changes in the international interest rates, exchange rates,
and/or Eurocredit availability.  To some extent, the Company's
subsidiaries have been able to offset increases in operating
costs by increasing charges, expanding services and implementing
cost control measures.  Nevertheless, each of the Company's
subsidiaries' ability to increase prices is limited by market
conditions, including international competition in many of the
Company's markets.
     
Other Matters

     Presently the Company's information technology systems are
inadequate to handle year 2000 requirements.  The Company has
purchased new computer hardware and software to enable it among
other things to conform to year 2000 requirements.  In addition,
a new information technology position has been staffed to
facilitate the implementation of the new hardware and software,
and the Company will be year 2000 compliant during the fiscal
year ended June 30, 1999.
     
     In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
     
Date:   March 31, 1998      /s/ Kent E. Searl

                            -----------------------------------
                            Kent E. Searl, Chairman
                            
                            
                                    
Date:   March 31, 1998      /s/ George J. Isaac

                           -----------------------------------
                           George J. Isaac,
                           Chief Financial Officer


<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                            <C>
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<FISCAL-YEAR-END>                          JUN-30-1998
<PERIOD-END>                               MAR-31-1998
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<SECURITIES>                                         0
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                                0
                                    282,990
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