MOSLER INC
10-Q, 1998-05-11
COMMUNICATIONS EQUIPMENT, NEC
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			   UNITED STATES
	       SECURITIES AND EXCHANGE COMMISSION
		      WASHINGTON, DC  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 quarterly period ended  March 28, 1998

				OR

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
 EXCHANGE ACT OF 1934

For the transition period from               to

	    Commission file number    33-67908

			     MOSLER INC.
	(Exact name of registrant as specified in its charter)

     Delaware                                 31-1172814
(State or other jurisdiction of       (I.R.S. Employer Identification No.)
 incorporation or organization)

8509 Berk Boulevard
Hamilton, Ohio                                 45015-2213
(Address of principal executive offices)       (Zip Code)

			   (513) 870-1900
	 (Registrant's telephone number, including area code)

			   Not applicable
(Former name, former address and former fiscal year, if changed since
 last report)

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 periods
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
       Applicable Only to Corporate Issuers

Indicate the number of shares outstanding of each of the Issuer's classes
of common stock, as of the latest practical date.

Common Stock, $0.10 Par Value      2,086,219.420340  shares as of
				   March 28, 1998

			     <Page 1>

			     
<TABLE>

				 INDEX
<CAPTION>
<S>                                                                  <C>
Financial Information   (Part I)
								      Page
Item  1. Financial Statements  (Unaudited)                  
  Consolidated condensed balance sheets - March 28, 1998 
  and June 28, 1997                                                    3-4

  Consolidated condensed statements of operations - Three months
  ended March 28, 1998  and  March 29, 1997                              5 

  Consolidated condensed statements of operations - Nine months
  ended March 28, 1998  and  March 29, 1997                              6 

  Consolidated condensed statement of common stockholders' 
  deficiency - Nine months ended March 28, 1998                          7 

  Consolidated condensed statements of cash flows - Nine months        
  ended March 28, 1998  and  March 29, 1997                              8 

  Notes to consolidated condensed financial statements                9-13


Item 2.  Management's Discussion and Analysis of Financial
	 Condition and Results of Operations                         14-18


Other information   (Part II)

Item  1. Legal Proceedings                                              19 

	 Signatures                                                     20 
</TABLE>
			     <Page 2>

<TABLE>

		  PART 1.  FINANCIAL INFORMATION
Item 1.  Financial Statements

			    MOSLER INC.
	       CONSOLIDATED CONDENSED BALANCE SHEETS
			  (in thousands)
<CAPTION>
<S>                                               <C>           <C>
						   Mar. 28,     June 28
						     1998         1997
						   (Unaudited)  (Derived from
								   Audited
								  Financial 
								 Statements)
Assets
Current assets:
  Cash and cash equivalents                       $    301      $    389 
  Accounts receivable, net                          50,191        47,538 
  Inventories                                       23,109        23,299 
  Other current assets                               3,124         1,237 
Total current assets                                76,725        72,463 

Facilities:
  Land and land improvements                           802           802 
  Buildings                                          4,739         4,809 
  Machinery and equipment                           33,089        37,852 
  Improvement in progress                              887           296 
  Gross facilities                                  39,517        43,759 

  Less accumulated depreciation                     30,228        32,935 
Net facilities                                       9,289        10,824 

Other assets:
  Service agreements                                10,152        13,537 
  Deferred debt issuance costs                       2,859         3,291 
  Goodwill                                           3,416         4,548 
  Other intangible assets                              964           964 
  Sundry                                               750         1,626 
  Total Other Assets                                18,141        23,966 

						  $104,155      $107,253 

</TABLE>
			     <Page 3>
<TABLE>
<S>                                               <C>           <C>
						   Mar. 28,     June 28,
						     1998         1997
Liabilities, redeemable stock and common          (Unaudited)   (Derived from
								   Audited
  stockholders' deficiency                                       Financial
								 Statements)
Current liabilities:                              
  Accounts payable                                $ 14,701      $ 17,574 
  Accrued liabilities:
    Compensation & payroll taxes                     5,450         4,274 
    Product warranty                                   934           857 
    Accrued workers' compensation                    4,250         4,746 
    Accrued interest                                 2,676         5,772 
    Other                                            6,513         5,858 
  Unearned revenue                                  16,508        17,021 
  Income taxes payable                                 237           233 
  Long-term debt due within one year                 1,317         1,317 
Total current liabilities                           52,586        57,652 

Long-term debt due after one year                  132,651       126,671 
Post retirement health benefits                     11,912        11,552 
Pension liability                                    1,745         1,745 

Commitments and contingencies
Redeemable stock:
  Series D increasing rate preferred stock          52,653        47,135 
  Series C adjustable rate preferred stock          42,082        38,554 
  Common Stock                                         409           409 
						    95,144        86,098 

Common stockholders' deficiency:
  Common stock                                         254           254 
  Accumulated deficit                             (184,069)     (170,719)
  Excess of additional pension liability over
    unrecognized prior service cost                    (13)          (13)
  Redemption value of common stock held by ESOP       (409)         (409)
  Foreign currency translation adjustments          (1,268)       (1,200)
  Common stock held in treasury                     (4,378)       (4,378)
Total common stockholders' deficiency             (189,883)     (176,465)

						  $104,155      $107,253 

See accompanying notes to financial statements.
</TABLE>
			     <Page 4>

<TABLE>

			     MOSLER INC.
	    CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
			     (Unaudited)
	       (In thousands except per share amounts)
<CAPTION>
<S>                                               <C>          <C>
						     Three months ended
						   Mar. 28,      Mar. 29,
						     1998          1997
Net sales:                                                     (as restated)
  Service                                          $ 25,792      $ 26,765 
  Product                                            29,756        23,532 
						     55,548        50,297 
Cost of sales:
  Service                                            19,912        20,037 
  Product                                            23,477        19,542 
						     43,389        39,579 

Gross profit                                         12,159        10,718

Selling and administrative expense                    9,755         9,939 
Other (income) expense                                 (249)          123 
						      9,506        10,062 
Operating income                                      2,653           656 

Debt expense:
  Interest expense                                    4,506         4,290 
  Amortization of debt expense                          146           145 
						      4,652         4,435 

Loss before income taxes and preferred stock 
   charges                                           (1,999)       (3,779)

Provision for income taxes                                3            25 

Loss before preferred stock charges                  (2,002)       (3,804)

Preferred stock charges:
  Preferred dividends                                (2,858)       (2,151)
  Amortization of preferred stock discount             (186)         (170)
Net loss applicable to common stockholders          ($5,046)      ($6,125)

Net loss per common share                            ($2.41)       ($2.91)

See accompanying notes to financial statements.
</TABLE>
			     <Page 5>

				     
<TABLE>
				MOSLER INC.
	      CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
				(Unaudited)
		   (In thousands except per share amounts)
<CAPTION>
<S>                                                <C>            <C>
						       Nine months ended
						     Mar. 28,       Mar. 29,
						      1998            1997
Net sales:                                                        (as restated)

  Service                                           $  77,727      $ 79,667 
  Product                                              89,632        73,819 
						      167,359       153,486 

Cost of sales:                                       
  Service                                              58,143        61,010 
  Product                                              72,151        59,023 
						      130,294       120,033 

Gross profit                                           37,065        33,453 

Selling and administrative expense                     27,571        29,005 
Other (income) expense                                    174          (185)
						       27,745        28,820 
Operating income                                        9,320         4,633 

Debt expense:                                        
  Interest expense                                     13,682        13,214 
  Amortization of debt expense                            433           432 
						       14,115        13,646 

Loss before income taxes, cumulative effect of 
  change in accounting and preferred stock charges     (4,795)       (9,013)

Provision for income taxes                                 73            72 

Loss before cumulative effect of change in 
  accounting and preferred stock charges                             (4,868)       (9,085)

Cumulative effect of change in accounting                             7,420 

Net loss before preferred stock charges                (4,868)       (1,665)

Preferred stock charges:
  Preferred dividends                                  (7,924)       (6,500)
  Amortization of preferred stock discount               (558)         (504)
Net loss applicable to common stockholders           ($13,350)      ($8,669)

Loss before cumulative effect of change in
  accounting                                           ($6.38)       ($7.55)
Cumulative effect of change in accounting                0.00          3.49 

Net loss per common share                              ($6.38)       ($4.06)

See accompanying notes to financial statements.
</TABLE>
			     <Page 6>

<TABLE>                             

		       
							     MOSLER INC.
			     CONSOLIDATED CONDENSED STATEMENT OF COMMON STOCKHOLDERS' DEFICIENCY
						    NINE MONTHS ENDED MARCH 28, 1998
							      (Unaudited)
						       (In thousands of dollars)

<CAPTION>
<S>                                       <C>       <C>            <C>       <C>          <C>          <C>         <C>
									     Redemption
					  Common                             Value of     Foreign
					  Stock                              Common       Currency
					  $.10 Par  Accumulated    Pension   Stock held   Translation  Treasury
					  Value     Deficit        Liability by ESOP      Adjustments  Stock       Total

Balance at June 28, 1997                   $254      ($170,719)      ($13)      ($409)      ($1,200)   ($4,378)    ($176,465)

  Net loss before preferred stock charges               (4,868)                                                       (4,868)

  Amortization of Series D preferred
    stock discount                                        (558)                                                         (558)

  Dividends on Series D preferred stock                 (2,398)                                                       (2,398)

  Dividends on Series C preferred stock                 (5,526)                                                       (5,526)

  Foreign currency translation adjustment                                                       (68)                     (68)

  
Balance at March 28, 1998                  $254      ($184,069)      ($13)      ($409)      ($1,268)   ($4,378)    ($189,883)


See accompanying notes to financial statements.

</TABLE>
			     <Page 7>


<TABLE>

				  MOSLER INC.
		CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
				  (Unaudited)
				 (In thousands)
<CAPTION>                                                        
<S>                                                 <C>          <C>
						     Nine months ended
						     Mar. 28,      Mar. 29,
						      1998          1997
								  (As restated)
Net loss                                            $  (4,868)    $  (1,665)
 Adjustments to reconcile net income (loss)
 to net cash provided (used) by operating 
 activities:
  Cumulative effect of change in accounting                          (7,420)
  Depreciation                                          1,937         1,848 
  Amortization                                          4,967         4,951 
  Loss (gain) on disposal of facilities                  (479)            2 
  Interest paid in shares of preferred stock            2,564         2,665 
  Provision for doubtful accounts                          75            73 
  Decrease (increase) in:
   Accounts receivable                                 (2,728)        9,233 
   Inventories                                            190          (274)
   Other current assets                                (1,887)         (810)
  Increase (decrease ) in:
   Accounts payable                                    (2,873)        2,450 
   Accrued liabilities                                 (1,037)       (5,725)
   Unearned revenue                                      (513)        3,120 
   Income taxes payable                                     4           (16)
 Net cash provided (used) by operating activities      (4,648)        8,432 

Cash flows from investing activities:
 Proceeds from sale of property and equipment             607 
 Capital expenditures                                  (1,076)       (3,890)
 Decrease in other assets                                 858           624 
  Net cash provided (used) by investing activities        389        (3,266)

Cash flows from financing activities
 Purchase of common stock                                 (19)         (556)
 Purchase of preferred stock                           (1,989)       (1,684)
 Net proceeds from (payments on) revolving
  line of credit                                        6,997        (2,675)
 Principal payment on long-term debt                     (750)         (750)
  Net cash provided (used) by financing activities      4,239        (5,665)
Effect of exchange rate changes on cash                   (68)           (2)
Net decrease in cash and cash equivalents                 (88)         (501)
Cash and cash equivalents at beginning of period          389             0 
Cash and cash equivalents at end of period           $    301      $   (501)

See accompanying notes to financial statements.
</TABLE>
			     <Page 8>


				     
FINANCIAL INFORMATION

Item 1.   Notes to Consolidated Condensed Financial Statements


1.   Basis of Presentation

	In the opinion of management, the unaudited consolidated financial 
statements include all adjustments (which consist of only normal, 
recurring accruals)  necessary to present fairly the consolidated 
financial position as of March 28, 1998, and the results of operations 
for the three months and nine months ended March 28, 1998 and 
March 29, 1997 and the cash flows for the nine months ended March 
28, 1998 and March 29, 1997.  In accordance with generally accepted 
accounting principles for interim financial information, these 
statements do not include all of the information and footnotes required 
by generally accepted accounting principles for complete annual 
financial statements.  Financial information as of June 28, 1997 has 
been derived from the audited consolidated financial statements of the 
Registrant.  The results of operations for the three months and nine 
months ended March 28, 1998 and March 29, 1997 and cash flows for 
the nine months ended March 28, 1998 and March 29, 1997 are not 
necessarily indicative of the results to be expected for the full year.  
For further information, refer to the consolidated financial statements 
and footnotes thereto for the year ended June 28, 1997, included in 
the Registrant's Annual Report on Form 10-K.


2.   Accounting Method Change

	During the fourth quarter of fiscal 1997, the Company changed its 
method of accounting for service van inventory from immediately 
expensing the cost of inventory placed in its service van fleet to that of 
capitalizing such inventory and recording its usage through cost of 
sales.  The cumulative effect of this change as of June 30, 1996 was 
to increase inventory and reduce net loss by $7,420,000 (net of 
reserve of $1,466,000).  The effect of this restatement on the three 
months and nine months ended March 29, 1997 is as follows (amounts 
in thousands except per share amounts):


Nine Months Ended March 29, 1997:
					  As originally 
					    Reported       As Restated 
   Operating income                          $6,203             $4,633
   Net loss before 
     preferred stock charges                ($7,515)           ($1,665)
   Net loss applicable to common 
     stockholders                          ($14,519)           ($8,669)
   Net loss per common share                 ($6.83)            ($4.06)


			     <Page 9>


Three Months Ended March 29, 1997:
					  As originally 
					    Reported       As Restated 
   Operating Income                            $449            $656
   Net loss before preferred stock
     charges                                ($4,011)        ($3,804)
   Net loss applicable to common 
     stockholders                           ($6,332)        ($6,125)
   Net loss per common share                 ($3.01)         ($2.91)


Statement of Financial Accounting Standards (SFAS) No. 130, 
"Reporting Comprehensive Income" was issued in June 1997 and is 
effective for fiscal years beginning after December 15, 1997.  
Reclassification of financial statements for earlier periods provided for 
comparative purposes is required.  The statement requires that an 
enterprise classify items of other comprehensive income by their 
nature in a financial statement and display the accumulated balance of 
other comprehensive income separately from retained earnings and 
additional paid-in capital in the equity section of the balance sheet.  
Adoption of this new standard will result in additional financial 
statement disclosures.

SFAS No. 131, "Disclosures about Segments of an Enterprise and 
Related Information," was issued in June 1997 and is effective for 
financial statements for periods beginning after December 15, 1997.  
In the initial year of application, comparative information for earlier 
years is to be restated.  The statement requires that a public business 
enterprise report financial and descriptive information about its 
reportable operating segments.  Adoption of this new standard may 
result in additional financial statement disclosures.

			     <Page 10>


3.      Inventories

The Company's inventories are stated at the lower of cost (determined 
using the first-in, first-out method) or market.

The components of inventories are as follows:

					    March 28,       June  28,
					      1998            1997
						  (in thousands) 
Finished products and service              $22,474          $19,649
Products in Process                          1,787            3,996
Raw materials                                3,066            3,514
Less Allowance                              (4,218)          (3,860)
Total                                      $23,109          $23,299


4.      Net Loss per common share

Net loss per common share is computed based on the weighted 
average number of common shares outstanding for the period  after 
deducting preferred dividend requirements including amortization of 
preferred stock discount.  The average number of common shares for 
the nine month period of fiscal 1998 is 2,093,669 as compared to 
2,126,527 shares for the same period of fiscal 1997.

SFAS No. 128, "Earnings Per Share," was adopted during the quarter 
ended March 28, 1998.  The adoption of SFAS No. 128 had no effect 
on previously reported per share amounts.  Additionally there is no 
difference in the calculations of basic and diluted net loss per common 
share.


5.      Contingencies

The Internal Revenue Service (IRS) has conducted examinations of 
the Company's income tax returns for fiscal years 1988 through 1993 
and has proposed various adjustments to increase taxable income.  
The Company has agreed to certain issues and has previously 
recorded a provision for additional income tax and interest in the 
accompanying consolidated financial statements.  Two issues remain 
unresolved, and the IRS has issued deficiency notices on these 
issues.  The issues related to 1) the allocation of the company's 
purchase price of assets from American Standard, 2) the value of the 
Company's Series C preferred stock contributed to its ESOP.

			     <Page 11>

The Company allocated approximately $70 million of the purchase 
price of assets from American Standard to intangible assets which are 
being amortized over a period of generally 14 years.  The IRS 
proposes to reduce this allocation to approximately $45 million and 
increase the amortization period to generally 45 years.

In 1990 and 1993, the Company contributed to its ESOP, and claimed 
a tax deduction for, shares of Series C preferred stock having a value 
aggregating approximately $9.6 million.  The IRS proposes to reduce 
this value to approximately $7.1 million.

Previously the IRS had informed the Company that if their proposed 
adjustments are sustained, the Company would be liable for 
additional income taxes of approximately $3.7 million plus interest 
through 1993.  However the IRS recently informed the Company that 
the additional income taxes, for which the Company would be liable, 
is approximately $4.1 million.  The Company would have a future tax 
liability of approximately $2.4 million for the same issues carrying 
forward into, as yet, unaudited years.

Management believes that it has meritorious defenses to the 
adjustments proposed by the IRS and that the ultimate liability, if any, 
resulting from this matter will have no material effect on the 
Company's consolidated financial position.  The significance of this 
matter on the Company's future operating results depends on the 
level of future results of operations as well as on the timing and 
amount of the ultimate outcome.  On December 9, 1994 and October 
6, 1995, the Company filed a protest to the proposed adjustments of 
the IRS for the tax years ended June 1988 through June 1993.  An 
informal initial conference with the Northeast Region office of the 
Internal Revenue Service was held on March 6, 1996.  As a result of 
this meeting, letters were issued on April 10, 1996 and April 29, 1996, 
from the Internal Revenue Service Appeal Officer requesting 
additional information on several issues.  On February 10, 1998 the 
company met with the Internal Revenue Appeals Officer to provide 
additional information to support its position and to attempt to resolve 
the matter.  No resolution was reached, and subsequent to that 
meeting the Company received a Final Defiency Notice from the IRS.  
The Company will file a petition for a Tax Court hearing.  The 
Company maintains its position that it has a meritorious defense to 
the adjustment, proposed by the IRS.

			     <Page 12>

The Company is involved in an audit by the Department of Labor 
("DOL") of its Employee Stock Ownership Plan.  On June 23, 1995, 
the Department of Labor issued an audit letter claiming the 
Company's Employee Stock Ownership Plan engaged in a prohibited 
transaction.  Essentially, the DOL alleges that Series C Preferred 
Stock contributed to the Plan was not a proper investment since it 
was neither stock nor a qualified equity as required by ERISA.  The 
Company has responded to the claim and intends to pursue the 
matter vigorously as it believes the Series C Preferred Stock is stock 
and, therefore, constitutes a proper investment for the Plan.

Various lawsuits and claims arising during the normal course of 
business are pending against the company.  In the opinion of 
management, the ultimate liability, if any, resulting from these matters 
will have no significant effect on the company's consolidated financial 
position, results of operations or cash flows.


6.      Reclassification   


Certain prior quarter and prior year's data has been reclassified to 
conform to current presentation.

			     <Page 13>

MOSLER INC.


Item 2

MANAGEMENTS DISCUSSION AND ANALYSIS OF 
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Management's Discussion and Analysis of Financial Condition and 
Results of Operations contains forward looking statements that are 
subject to risks and uncertainties, including, but not limited to, the impact 
of competitive products and pricing, product demand and market 
acceptance, fluctuations in operating results and other risks detailed from 
time to time in the Company's fillings with the Securities and Exchange 
Commission.


Results of Operations:

Three months Ended March 28, 1998 Compared to the Three Months 
Ended March 29, 1997

Sales

The Company's sales increased during the three months ended March 28, 
1998 by 10.4% to $55.5 million from $50.3 million for the same period of 
the prior year.  Product net sales increased during the three months 
ended March 28, 1998 by 26.4% to $29.8 million from $23.5 million for the 
three months ended March 29, 1997.  Electronic Security Systems sales 
increased in the period by 24.4% and Physical Security Systems sales 
increased by 30.3%.  Service sales decreased in the period by 3.6% to 
$25.8 million from $26.8 million.  The decrease was primarily due to lower 
time and material revenues.  The decline in time and materials revenue is 
a result of a refinement in the Company's method of recording certain 
revenues and costs formally classified as service and now allocated 
directly to product lines.



Gross Profit

Gross profit for the three months ended March 28, 1998 increased to 
$12.2 million from $10.7 million for the same period in the prior year.  
Gross profit as a percentage of sales increased to 21.9% for the three 
months ended March 28, 1998 from 21.3% for the three months ended 
March 29, 1997.  The increase in gross margin dollars and percentages 
are a result of improved volumes and efficiencies.

			     <Page 14>

Selling and Administrative Expense

Selling and administrative expense decreased in the three months ended 
March 28, 1998 by 1.8% to $9.7 million from $9.9 million.  The decrease 
was a result of cost cutting measures implemented by the Company.  
Selling and administrative expense as a percentage of net sales 
decreased to 17.5% for the three months ended March 28, 1998 from 
19.8% for the same period in the prior year.


Operating Income

The Company's operating income for the three months ended March 28, 
1998 of $2.7 million is $2.0 million more than for the three months ended 
March 29, 1997.  Included in operating income for the three months 
ended March 28, 1998 were plant closing costs of $.3 million.  These cost 
relate to the closing of the Company's Counter Services Operation in 
Buffalo, NY.


Debt Expense

Debt expense increased for the three months ended by 4.9% to $4.7 
million from $4.4 million for the three months ended March 29, 1997.  The 
increase was due to an increase in the interest on the unpaid dividends 
for preferred stock.


Net Loss

Net loss before preferred stock charges decreased $1.8 million for the 
three months ended March 28, 1998 to $2.0 million as compared to $3.8 
million for the three months ended March 29, 1997.



Nine Months Ended March 28, 1998 Compared to the 
Nine Months Ended March 29, 1997.


Sales

The Company's sales increased by 9.0% during the nine months ended 
March 28, 1998 to $167.4 million from $153.5 million for the same period 
ended March 29, 1997.
			     <Page 15>

Service sales decreased by $1.9 million or 2.4% for the nine month period 
ending March 28, 1998 to $77.7 million from $79.6 million for the nine 
months ended March 29, 1997.  The decrease was due to lower time and 
material sales of $1.9 million.  The decline in time and material sales is a 
result of a refinement in the Company's method of recording certain 
revenues and costs formally classified as service and now allocated 
directly to product lines.

Product sales increased by 21.4% for the nine months ended March 28, 
1998 to $89.6 million from $73.8 million for the nine months ended March 
29, 1997.  Electronic Security Systems sales increased by 28.7% with 
increases in Alarm Systems of $1.1 million, COMSEC of $4.2 million, 
CCVS of $2.9 million, Currency Handling of $1.6 million offset by a 
decrease in Access Control of $.9 million.  Physical Security System sales 
increased by 16.7% with increases in Vaults of $1.9 million, RTS of $2.6 
million, Counter Products of $.5 million, and increases in other products of 
$1.5 million offset by a decrease in Government Containers of $1.0 
million.


Gross Profit

Gross profit increased during the nine months ended March 28, 1998 by 
10.8% to $37.1 million from $33.5 million for the same period in the prior 
fiscal year.  Gross profit as a percentage of sales increased to 22.1% from 
21.8%.  The increase in gross profit dollars was a result of higher sales 
volume.  The Company experienced improved gross profit percentages in 
Service and Physical Security offset by lower gross profits on Electronic 
Security Sales.



Selling and Administrative Expense

Selling and Administrative expenses decreased by 4.9% to $27.6 million 
for the nine months ended March 28, 1998 from $29.0 million for the nine 
months ended March 29, 1997.  The decrease related to cost savings 
measures implemented in the fourth quarter of fiscal 1997 offset by higher 
commission expenses on an increased orders volume.


Operating Income

The Company's operating income for the nine months ended March 28, 
1998 of $9.3 million is $4.7 million more than for the nine months ended 
March 29, 1997.  Included in operating income for the nine months ended 
March 28, 1998 were plant closing costs of $.5 million.  This cost related 
to closing of the Counter Systems Operation in Buffalo, NY.  A third party 
vendor was found to manufacture counter systems products for the 
Company.
			     <Page 16>

Debt Expense

Debt expense increased for the nine months ended March 28, 1998 by 
$.5 million to $14.1 million from $13.6 million.  The increase was primarily 
due to an increase in the interest rate on the unpaid dividends and 
interest on preferred stock.


Net Loss

Net loss before the cumulative effect of the change in accounting 
decreased by $4.2 million for the nine months ended March 28, 1998.


Inflation

The Company believes that its business is affected by inflation to 
approximately the same extent as the national economy.  Generally, the 
Company has been able to offset the inflationary impact of wages and 
other costs through a combination of improved productivity, cost reduction 
programs and price increases.  The Company has had difficulty in 
effecting significant price increases because of the discounting practices 
of its competitors.


Liquidity and Capital Resources
			     

On April 23, 1998 the Company entered into an Amendment to its 
Financing Agreement with Star Bank N.A., under which future financial 
convenants were set.  Under the terms of the Amendment, the credit 
facility was increased to $30.25 million.  Borrowings under the amended 
credit facility will bear interest at the prime lending rate plus 1.5%.

Cash used by operating activities was $4.6 million for the nine months 
ended March 28, 1998 as compared to cash provided of $8.4 million for 
the same period of fiscal 1997 for a decrease of $13.0 million.  This 
variance was a result of increased working capital requirements due to the 
increase in sales volume.

The Company's unfinanced capital expenditures were $1.1 million for the 
first nine months of fiscal 1997 as compared to $2.4 million the nine 
months end March 29, 1997.  The Company anticipates Capital 
expenditures for fiscal 1998 will not exceed $2.0 million.
			     
			     <Page 17>

The Company currently makes cash contributions to the ESOP only to the 
extent necessary to fund the cash needs of the ESOP for payments to 
retired, terminated and deceased participants and for administrative 
expenses.


Other Business Information - Year 2000 Disclosure

The Company is in the process of implementing a new business and 
accounting software system which will be fully capable of processing 
transactions relating to the year 2000 and beyond.  This project is 
scheduled to be completed in the first half of 1999.  The cost is not 
expected to have a material impact on the Company's financial position or 
results of operation.  The Company, as part of its ongoing product 
evaluation and improvement process, has reviewed its products for 
compliance with the year 2000 processing issues.  As such the Company 
has made available information to its customers on any known issues.  
Based on these reviews the Company is not aware of any significant 
product issues which would result in a material impact on the Company's 
financial position or results of operations.

			     <Page 18>

PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings

	None

			     <Page 19>



				 MOSLER INC.




				 Signature






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







				  Mosler Inc.
				 (Registrant)












Date:  May 7, 1998              /s/ Thomas J. Bell 
				Thomas J. Bell
				Chief Financial Officer

			     <Page 20>

WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE>                      5
       
<S>                            <C>
<PERIOD-TYPE>                  3-MOS
<FISCAL-YEAR-END>              JUN-27-1998
<PERIOD-END>                   MAR-28-1998
<CASH>                             301,000
<SECURITIES>                             0
<RECEIVABLES>                   50,191,000
<ALLOWANCES>                       942,000
<INVENTORY>                     23,109,000
<CURRENT-ASSETS>                 3,124,000
<PP&E>                          39,517,000
<DEPRECIATION>                  30,228,000
<TOTAL-ASSETS>                 104,155,000
<CURRENT-LIABILITIES>           52,586,000
<BONDS>                        132,651,000
<COMMON>                           409,000
                    0
                     94,735,000
<OTHER-SE>                               0
<TOTAL-LIABILITY-AND-EQUITY>   104,155,000
<SALES>                         89,632,000
<TOTAL-REVENUES>               167,359,000
<CGS>                           72,151,000
<TOTAL-COSTS>                  130,294,000
<OTHER-EXPENSES>                28,178,000
<LOSS-PROVISION>                         0
<INTEREST-EXPENSE>              13,682,000
<INCOME-PRETAX>                 (4,795,000)
<INCOME-CONTINUING>                      0
<DISCONTINUED>                           0
<EXTRAORDINARY>                          0
<CHANGES>                                0
<NET-INCOME>                    (4,868,000)
<EPS-PRIMARY>                        (6.38)
<EPS-DILUTED>                            0
        

</TABLE>


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