BERES INDUSTRIES INC
10QSB/A, 1999-01-19
PLASTICS PRODUCTS, NEC
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                  U.S. SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                                FORM 10-QSB/A-1

(X)  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934.

     For the 6 month period ended September 30, 1998.

( )  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934.

     For the transition period from            to           

                       Commission File No.  0-14840

                          BERES INDUSTRIES, INC.

              (Name of Small Business Issuer in its Charter)


         New Jersey                                22-1661772 

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

                         1785 Swarthmore Avenue
                       Lakewood, New Jersey  08701

                 (Address of Principal Executive Offices)

Registrant's telephone number, including area code (732) 367-5700

Check whether the issuer (1) filed all reports required to be filed
by Section 13 or 15 (d) of the Exchange Act during the past 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.

     (1) Yes   X                   (2)  Yes  X   No     
State the number of shares outstanding of each of the  Registrant's
classes of common equity, as of the latest applicable date:

                       12,411,934 - November 16, 1998

This Form 10-QSB/A-1 is being filed to include disclosure in the 
Management's Discussion and Analysis as to the "Year 2000 Issue."

<PAGE>


                          Beres Industries, Inc.

                            September 30, 1998
                                Form 10-QSB

                                   Index

Part I:   Financial Information

Item 1.   Financial Statements

          Consolidated Balance Sheets at September 30, 1998 and 
          March 31, 1998 

          Consolidated Statements of Operations for the Three
          Months Ended September 30, 1998 and 1997 
          
          Consolidated Statements of Comprehensive Income (Loss)
          for the Three Months Ended September 30, 1998 and 1997

          Consolidated Statements of Operations for the Six      
          Months Ended September 30, 1998 and 1997

          Consolidated Statements of Comprehensive Income (Loss)
          for the Six Months Ended September 30, 1998 and 1997
          
          Consolidated Statement of Changes in Stockholders 
          Equity for the Six Months Ended September 30, 1998

          Consolidated Statements of Cash Flows for the Six
          Months Ended September 30, 1998 and 1997

          Notes to Consolidated Financial Statements

Item 2.   Management s Discussion and Analysis, Material Changes
          in Financial Condition and Results of Operations





<PAGE>





                              Part I - Item 1

                  BERES INDUSTRIES, INC. AND SUBSIDIARIES
                        CONSOLIDATED BALANCE SHEETS

                                                            
                                                            
                                           9/30/98       3/31/98
               ASSETS

Current Assets
  Cash and Equivalents                   $ 522,000      $ 518,000
  Marketable Securities                     10,000         24,000 
  Accounts Receivable - Trade:
     Less Allowance for Doubtful
     Accounts of $7,000 and $15,000
     Respectively                          238,000        356,000
  Inventories - Raw Materials               45,000         69,000
              - Work in Process             47,000         27,000
              - Finished Goods             126,000        114,000
  Prepaid Expenses and Other 
     Current Assets                          4,000         12,000
                         
     Total Current Assets                  992,000      1,120,000

Property, Plant and Equipment - Less
  Accumulated Depreciation of 
  $4,620,000 and $4,568,000             
  Respectively                           1,310,000      1,361,000

Other Assets                                50,000         54,000

Net Long-Term Assets of Discontinued
     Operations                             90,000         90,000

Total Assets                            $2,442,000     $2,625,000






        Unaudited - See Accompanying Notes to Financial Statements

<PAGE>
                             Part I - Item 1

                    BERES INDUSTRIES, INC. AND SUBSIDIARIES
                    CONSOLIDATED BALANCE SHEETS (Continued)

                                          9/30/98         3/31/98
  LIABILITIES AND STOCKHOLDERS  EQUITY

Current Liabilities
  Current Maturities of Long-Term
     Debt                             $     74,000     $    72,000
  Current Maturities of Capital
     Lease Obligations                      31,000          30,000 
  Accounts Payable and Accrued
     Expenses                              197,000         272,000 
  Customer Deposits                         32,000          31,000 

     Total Current Liabilities             334,000         405,000 

Long-Term Debt - Less Current
  Maturities                               767,000         803,000

Capital Lease Obligations -
  Less Current Maturities                   42,000          57,000

     Total Liabilities                   1,143,000       1,265,000

Stockholders  Equity
  Common Stock - Par Value $0.02 Per
     Share:
       Authorized 21,000,000 Shares
       Issued and Outstanding -
       12,412,000 Shares                   248,000         248,000 
  Capital in Excess of Par Value         3,445,000       3,445,000
  Accumulated Other Comprehensive
    Income                                  10,000          24,000
  Accumulated Deficit                   (2,234,000)     (2,187,000)         
                                         1,469,000       1,530,000     
    
     Less:Common Stock Receivable          170,000         170,000
             
     Total Stockholders  Equity          1,299,000       1,360,000

Total Liabilities and Stockholders 
     Equity                           $  2,442,000     $ 2,625,000

Unaudited -See Accompanying Notes to Financial    Statements

<PAGE>
Part I - Item 1

                   BERES INDUSTRIES, INC. AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF OPERATIONS
                              
                                         Three Months      Three Months
                                             Ended           Ended   
                                           9/30/98            9/30/97   

Net Sales                               $   557,000       $   668,000 

Costs and Expenses 
  Cost of Goods Sold                        435,000           557,000
  Selling, General and
     Administrative Expenses                155,000           190,000

     Total Costs and Expenses               590,000           747,000

Operating Loss                              (33,000)         (79,000)

Other Income (Expenses):
  Interest and Other Income                  14,000             8,000
  Interest Expense                          (19,000)          (22,000)

     Total Other Income (Expenses)           (5,000)          (14,000)

Loss From Continuing
     Operations                             (38,000)          (93,000)
Income (Loss) From Discontinued
     Operations                                 -0-           (21,000)
Net Loss Applicable
     To Common Shareholders             $   (38,000)      $  (114,000)         
Weighted Average Number of Shares
  Outstanding Per Common Share-
  Basic and Diluted                      12,412,000        12,412,000

Earnings Per Common Share Outstanding                       
   Loss From Continuing Operations 
     Applicable Per Common Share- 
     Basic and Diluted                  $    (0.003)      $    (0.007)
   Income (Loss) From Discontinued 
     Operations Applicable Per Common
     Share - Basic and Diluted                  -0-            (0.002)
   Net Loss Applicable Per Common Share-
     Basic and Diluted                  $    (0.003)      $    (0.009)


Unaudited - See Accompanying Notes to Financial Statements

<PAGE>
PART I - ITEM 1

                  BERES INDUSTRIES, INC. AND SUBSIDIARIES
            CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)


                                             Three Months      Three Months
                                                  Ended           Ended   
                                                9/30/98          9/30/97   

Net Loss Applicable To Common Shareholders    $   (38,000)      $ (114,000)

Other Comprehensive Loss, Net Of Tax:
 Unrealized Holding Loss Arising During
 The Period                                       (11,000)             -0-
    
Net Comprehensive Loss                        $   (49,000)      $ (114,000)






























Unaudited - See Accompanying Notes to Financial Statements


<PAGE>
Part I - Item 1

                   BERES INDUSTRIES, INC. AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF OPERATIONS

                                         Six Months          Six Months
                                            Ended            Ended   
                                           9/30/98          9/30/97  

Net Sales                               $ 1,175,000       $ 1,304,000 

Costs and Expenses 
  Cost of Goods Sold                        861,000         1,083,000
  Selling, General and
     Administrative Expenses                340,000           387,000 

     Total Costs and Expenses             1,201,000         1,470,000

Operating Loss                              (26,000)         (166,000)

Other Income (Expenses):
  Interest and Other Income                  20,000            18,000
  Interest Expense                          (41,000)          (46,000)

     Total Other Income (Expenses)          (21,000)          (28,000)

Loss From Continuing
     Operations                             (47,000)         (194,000)
Income (Loss) From Discontinued
     Operations                                 -0-           (21,000)
Net Loss Applicable
     To Common Shareholders             $   (47,000)      $  (215,000)
Weighted Average Number of Shares
  Outstanding Per Common Share-
  Basic and Diluted                      12,412,000        12,412,000

Earnings Per Common Share Outstanding                       
   Loss From Continuing Operations 
     Applicable Per Common Share- 
     Basic and Diluted                  $    (0.004)      $    (0.016)
   Income (Loss) From Discontinued 
     Operations Applicable Per Common
     Share - Basic and Diluted                  -0-            (0.001)       
                                           
   Net Loss Applicable Per Common Share-
     Basic and Diluted                  $    (0.004)      $    (0.017)


Unaudited - See Accompanying Notes to Financial Statements

<PAGE>

PART I - ITEM 1

                  BERES INDUSTRIES, INC. AND SUBSIDIARIES
            CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)


                                              Six Months         Six Months
                                                 Ended             Ended   
                                                9/30/98           9/30/97   

Net Loss Applicable To Common Shareholders   $   (47,000)      $ (215,000)

Other Comprehensive Loss, Net Of Tax:
 Unrealized Holding Loss Arising During
 The Period                                      (14,000)           -0-
    
Net Comprehensive Loss                       $   (61,000)      $ (215,000)






























Unaudited - See Accompanying Notes to Financial Statements


<PAGE>
Part I - Item 1

                       BERES INDUSTRIES, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS  EQUITY
                       FOR THE SIX MONTHS ENDED SEPTEMBER 30,1998


<TABLE>
                                                      Acumulated              
                    Common Stock         Capital in     Other                         Common  
                                        Excess of  Comprehensive Accumulated  Stock
                Shares     Par Value     Par Value     Income       Deficit   Receivable


<S>                 <C>         <C>        <C>         <C>      <C>            <C>                 
Balances -
  April 1, 1998     12,412,000  $ 248,000  $3,445,000  $ 24,000 $ (2,187,000)  $ (170,000)

Net Loss  
  for the Period             -           -           -          -        (47,000)           -

Other Comprehensive
Loss, Net Of Tax, 
Unrealized Holding
Loss Arising During
The Period                   -          -           -    (14,000)             -            - 

Balances -
September 30, 1998 12,412,000  $ 248,000  $3,445,000  $  10,000    $(2,234,000)  
$(170,000)       




</TABLE>




















Unaudited - See Accompanying Notes to Financial Statements


<PAGE>
Part I - Item 1

                       BERES INDUSTRIES, INC. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF CASH FLOWS
                FOR THE SIX MONTHS ENDED SEPTEMBER 30, 1998 AND 1997

                                                            
                                           1998            1997     
Cash Flows from Operating Activities:
  Net Loss for the Period               $ (47,000)     $ (215,000)    
  Adjustments to Reconcile Net        
     Loss to Net Cash Provided by 
     Operating Activities:
       Increase in Bad Debt Allowance
         From Discontinued Operations         -0-          21,000
     Decrease in Bad Debt
       Allowance from Continuing
         Operations                        (8,000)            -0-
     Depreciation and Amortization         54,000          63,000
  Changes in Operating Assets and 
     Liabilities:
       Accounts Receivable - Trade        126,000          36,000
       Inventories                         (8,000)        (40,000)
       Prepaid Expenses and Other
         Current Assets                     8,000          29,000
       Other Assets                         1,000          (1,000)
       Accounts Payable and Accrued
         Expenses                         (75,000)         (1,000)
       Customer Deposits                    1,000          42,000

  Net Cash Provided By (Used In)
     Operating Activities                  52,000         (66,000)

Cash Flows from Investing Activities:
  Acquisitions of Property and
     Equipment                                -0-         (11,000)

  Net Cash Used in 
     Investing Activities               $     -0-      $  (11,000)





Unaudited - See Accompanying Notes to Financial Statements


<PAGE>
Part I - Item 1

                  BERES INDUSTRIES, INC. AND SUBSIDIARIES
              CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
            FOR THE SIX MONTHS ENDED SEPTEMBER 30, 1998 AND 1997

                                                                      
                                             1998          1997    

Cash Flows from Financing Activities:
  Principal Payments on Long-Term Debt  $  (34,000)    $ (56,000)
  Principal Payments on Capital         
     Lease Obligations                     (14,000)      (32,000)
  
  Net Cash Used in Financing
     Activities                            (48,000)      (88,000)     

Net Increase (Decrease)in Cash
     and Equivalents                         4,000      (165,000)
Cash and Equivalents, Beginning of Year    518,000       701,000
Cash and Equivalents, End of Period     $  522,000     $ 536,000

SUPPLEMENTAL INFORMATION:
     Cash Paid for Interest             $   41,000     $  46,000      
                
     Income Taxes                       $      250     $     150


















Unaudited - See Accompanying Notes to Financial Statements


<PAGE>
                              Part I - Item 1

                   BERES INDUSTRIES, INC. AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 -  Basis of Presentation

          The consolidated balance sheet at the end of the preceding
          fiscal year has been derived from the audited consolidated
          balance sheet contained in the Company s Form 10-KSB and is
          presented for comparative purposes.  All other financial
          statements presented are unaudited.  In the opinion of
          Management, all adjustments which include only normal recurring
          adjustments necessary to present fairly the financial position
          for all periods presented have been made. The results of
          operations for the interim periods are not necessarily
          indicative of the operating results for the full year.

          Footnote disclosures normally included in financial statements
          prepared in accordance with generally accepted accounting
          principles have been omitted in accordance with the published
          rules and regulations of the Securities and Exchange Commission. 
          However, the two footnotes below were added to disclose new
          information in this reporting quarter. These consolidated
          financial statements should be read in conjunction with the
          financial statements and notes thereto included in the Company s
          Form 10-KSB for the most recent fiscal year ended.

Note 2 - Subsidiary Merger
         
         On July 23, 1998, Supply Dynamics, Inc. a subsidiary, was merged
         into Beres Industries, Inc.  This transaction had no effect on the  
         financial statements. 

Note 3 - Accounting Rule Change

         In June, 1997 the FASB issued SFAS No. 130  Reporting Comprehensive
         Income  effective for financial statements beginning after December
         15, 1997.  During this second quarter of 1998, the Company adopted
         this rule change.  Adoption of this standard did not impact Beres
         Industries, Inc. s financial position, results of operations or
         cash flow.  The consolidated Statement of Changes in Stockholders 
         Equity has been revised to include columns for comprehensive 

                                 Unaudited        

<PAGE>
                              Part I - Item 1

                   BERES INDUSTRIES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)

Note 3 - Accounting Rule Change - (Continued)

         loss and accumulated other comprehensive income.  Comprehensive 
         loss for the Company includes net loss from operations plus the
         change in unrealized loss on securities available for sale. 
         Accumulated other comprehensive income includes the cumulative      
         changes in unrealized gain on securities available for sale. 
































                             Unaudited


<PAGE>
                             PART I - ITEM 2

                    MANAGEMENT'S DISCUSSION AND ANALYSIS

RESULTS OF OPERATIONS

Net Sales for the six months and three months ended  September 30, 1998
decreased by $129,000 or 9.9%; and $111,000 or 16.6%; from the respective
1997 periods.   Net Sales by segment were as follows:
                                                                       
                              Six Months                    Three Months
                           Ended September 30,            Ended September 30,   
                        

                         1998           1997           1998        1997    
          
Athenia             $  327,000     $   281,000    $   187,000   $ 202,000
Custom Molding         664,000         760,000        308,000     334,000  
Finished Ribbons       184,000         260,000         62,000     132,000

                    $1,175,000     $ 1,304,000    $   557,000   $ 668,000    
        
                                        
Athenia's sales vary from quarter to quarter depending on the production
time required to build various tools and the amount of backlog.  During the
six months ended September 30, 1998, sales for this segment increased
$43,000 or 15.1% from the respective 1997 period.  However, for the most
recent three month period ended September 30, 1998, sales decreased
approximately $15,000 or 7.4% from the three month period ended September
30, 1997.  As mentioned in our prior filing, Management has noticed a
decrease in backlog and a decrease in quote requests for this segment which
has resulted in this most recent sales drop.  Management is continuing its
efforts to secure additional customers for this segment and remains hopeful
that any further decrease in sales, if it should occur, will be minimal.

Custom molding consists of the Company's injection molding operations,
including ribbon cartridge kits molded and sold to outside customers in the
ribbon industry, and the sale of custom molded contract products to plastic
product manufacturers.  Sales for this segment decreased approximately
$96,000 or 12.6%, and $26,000 or 7.8%, for the six month and three month
periods ended September 30, 1998 as compared to the respective 1997
periods. These decreases are primarily the result of the lower levels of
ribbon cartridges molded for customers in the ribbon industry which
continues to suffer significant decreases as impact ribbons disappear from
the market. Management will continue to make a concentrated effort to
increase sales of custom contract molded product in this segment to replace
lost ribbon cartridge kit sales.  The Company is continuing its recent
effort of exhibiting at various industry trade shows which generated
substantial leads for new business.  Management remains hopeful that these
efforts will result in increased sales for this product segment.

Finished ribbon cartridge sales decreased approximately $76,000 or 29.2%,
and $70,000 or 53% for the six month and three month periods ended
September 30, 1998 when compared to the respective 1997 periods.  These
decreases are due to several factors, namely, the overall slowdown in
demand for impact ribbon products caused by the increased popularity of
laser and ink jet printers and certain large co-manufacturing customers of
the Company reducing purchase requirements as they attempt to keep their
own manufacturing plants busy.  Athough Management is continuing its
efforts to increase sales in this segment by concentrating on niche markets
and key customers, it is anticipated that sales will remain at reduced
levels in the immediate future.

Contract costs and costs of goods sold varies based upon sales volume and
product mix.  Cost of sales decreased to 73.3% from 83.1% and 78.1% from
83.4% for the six month and three month periods ended September 30, 1998 as
compared to the respective 1997 periods.  This improvement is primarily the
result of a better product mix, improved efficiencies and certain operating
level, cost controls that were implemented. 

Selling, general and administrative expenses decreased approximately
$47,000 and $35,000 for the six month and three month periods ended
September 30, 1998 as compared to the respective 1997 periods.  These
decreases are primarily the result of lower commissions due to the lower
sales volume as well as lower salaries, legal and accounting fees as a
direct result of our cost cutting measures.

Interest and other income increased approximately $2,000 to $6,000 for the
six month and three month periods ended September 30, 1998 as compared to
the respective 1997 periods.  This increase in other income is primarily
the result of a decrease in reserve for bad debts of approximately $8,000
during the most recent period which was an adjustment made due to the lower
accounts receivable volume.

Interest expense decreased approximately $5,000 and $3,000 for the six
month and  three month periods ended September 30, 1998 when compared to
the six month and three month periods ended September 30, 1997.  The
decreases are primarily the result of the repayment of net borrowings.<PAGE>

Net Income (loss) for the six months ended September 30, 1998 was ($47,000)
as compared to a net loss of ($194,000) for the similar 1997 period.  The
net loss for the three months ended September 30, 1998 was ($38,000) as
compared to a net loss of ($93,000) for the respective 1997 period. 
Included in the 1997 figures was a loss from discontinued operations of
($21,000).  The improvement in the operating results for 1998 despite the
lower sales volume, is the result of a more favorable product mix as well
as the effect of prior cost cutting measures that were implemented.

COST CUTTING MEASURES THAT WERE IMPLEMENTED

Management is continuing to monitor the performnce of all segments with an
emphasis on attempting to increase sales and continuing to improve cost
controls.  The Company intends to continue redirecting its focus toward
custom contract molding which yields the highest gross profit margins. 
Absent a downturn in the overall economy, Management remains hopeful for an
improvement in operating results.

MATERIAL CHANGES IN FINANCIAL POSITION

The principal change in financial position during the six months ended
September 30, 1998 was a decrease in working capital of approximately
$57,000 to $658,000.  During the same period, the Company's cash position
increased approximately $4,000 to a respectable cash and cash equivalents
of $522,000.  The Company's operations provided net cash of $52,000. 
During this same period, the Company paid down principal on debts of
$48,000.

The Company intends to continue operating under the assumption that no
significant new financing will be available.  Scheduled obligations are
expected to be met by operating cash flows.  If necessary, additional cost
cutting measures will be implemented.

Achieving the return to growth and profitability will require the Company
to continue its efforts to secure additional sales in the custom molding
area.  Management is also evaluating the possibility of raising capital to
invest in new plastic related products or attempting to seek out and align
the Company with a strategic partner who could utilize the Company's 
capabilities as it moves forward.  The potential success of accomplishing 
any of these alternatives is not determinable at this time.  

Year 2000 Issue

The term "Year 2000 ('Y2K') Issue" is a general term used
to describe the various problems that may result from the
improper processing of dates and date-sensitive
calculations by computers and other machinery as the year
2000 is approached and reached.  These problems generally
arise from the fact that most of the world's computer
hardware and software have historically used only two
digits to identify the year in a date, often meaning that
the computer will fail to distinguish dates in the "2000's"
from the date in the "1900's."  These problems may also
arise from other sources as well, such as the use of
special codes and conventions in software that make use of
the date field.  The Y2K computer software compliance
issues may affect the Company and most companies in the
world.  

The Company does not believe that its information
technology (IT) systems used for financial accounting
record keeping and other administrative systems, will be
materially affected by the Y2K issue.  The Company further
believes that various Non-IT micro-controllers utilized in
conjunction with the Company's production equipment are not
date sensitive and will not be materially affected by the
Y2K issue.   To the extent that production equipment is
date sensitive and is not Y2K compliant, the Company
believes that such equipment may be modified quickly and at
a minimum expense, to achieve Y2K compliance.

As of the date of this disclosure, the Company has not
consulted with its chief suppliers of raw materials
(primarily plastic resins) or customers as to the status of
their Y2K compliance.  In the event of any interruption of
the Company's  raw material supplies, the Company  believes
that alternate suppliers would be available.   However, the
Company is unable to predict the effects upon raw material
costs, as may result from reduced supply.  A catastrophic
breakdown of supply availability, or a catastrophic
breakdown of other services or utilities required to
operate the Company's business would, of course, have a
materially adverse effect upon the Company's operations. 
Likewise, interruption of customer demand, resulting from
Y2K failures, could have a materially adverse affect upon
the Company's financial condition.  It is the Company's
intention to consult with its suppliers as to the status of
their Y2K compliance.

As of the date of this disclosure, the Company's
expenditures relative to Y2K compliance, have been nominal. 
Based upon information presently available to the Company,
Company Management believes that costs associated with Y2K
compliance, should not be material.  

The failure to correct a material Y2K problem could result
in an interruption in, or failure of, certain normal
business activities or operations.  Such failures could
materially and adversely affect the Company's results of
operations, liquidity and financial condition.  Due to the
general uncertainty inherent in the Y2K problem, resulting
in part from the uncertainty of the Y2K readiness of the
Company's customers and suppliers, the Company is unable to
determine at this time whether the consequences of any Y2K
failures will have a material impact on the Company's
results of operations, liquidity or financial condition.

     The preceding "Y2K problem" discussion contains
various forward-looking statements which represent the
Company's beliefs or expectations regarding future events. 
When used in the "Y2K problem" discussion, the words
"believes," "expects," "estimates" and similar expressions
are intended to identify forward-looking statements.
Forward-looking statements include, without limitation, the
estimated cost of becoming Y2K compliant and the Company's
belief that its equipment will be Y2K compliant in a timely
manner and that the readiness of its customers and
suppliers to be Y2K compliant will not have a material
impact on the Company.  All forward-looking statements
involve a number of risks and uncertainties that could
cause the actual results to differ materially from the
projected results, including problems that may arise on the
part of third parties.  Factors that may cause these
differences include, but are not limited to, the
availability of qualified personnel and other information
technology resources; the ability to identify and
rededicate all date sensitive lines of computer code or to
replace embedded computer chips in affected systems or
equipment; and the actions of governmental agencies or
other third parties with respect to Y2K problems.  If the
modifications and conversions required to make the Company,
its suppliers and customers Y2K compliant, are not made or
are not completed on a timely basis, the resulting problems
could have a material impact on the operations of the
Company.  This impact could, in turn, have a material
adverse effect on the Company's results of operations and
financial condition.


<PAGE>


Item 1    Legal Proceedings:

          There have been no material changes in legal proceedings from as
previously reported in the Company's 10-KSB for the fiscal year ended March
31, 1998. 

Item 2    Change in Securities:

                    None

Item 3    Default Upon Senior Securities:

                    None

Item 4    Submission of Matters to a Vote of Security Holders:

                    None

Item 5    Other Information:
          
                    None

Item 6    Exhibits and Reports on Form 8-K:
               
                    None




<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.



                                           BERES INDUSTRIES, INC.
Date:  January 8, 1999                        (Registrant)

                                        s/ Charles Beres, Jr.


                                                                     
                                        Charles Beres, Jr., President






<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          MAR-31-1999
<PERIOD-END>                               SEP-30-1998
<CASH>                                         522,000
<SECURITIES>                                    10,000
<RECEIVABLES>                                  245,000
<ALLOWANCES>                                     7,000
<INVENTORY>                                    218,000
<CURRENT-ASSETS>                               992,000
<PP&E>                                       5,930,000
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