DUTY FREE INTERNATIONAL INC
10-Q, 1996-09-10
RETAIL STORES, NEC
Previous: ARRHYTHMIA RESEARCH TECHNOLOGY INC /DE/, DEF 14A, 1996-09-10
Next: BENTLEY PHARMACEUTICALS INC, 4, 1996-09-10



                            UNITED STATES
                  SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C.  20549

                              Form 10-Q

          Quarterly Report Under Section 13 or 15(d) of the
                   Securities Exchange Act of 1934


For the quarter ended July 28, 1996         Commission File No. 1-10952
                      -------------                             -------

                        DUTY FREE INTERNATIONAL, INC.                  
- -----------------------------------------------------------------------
        (Exact name of Registrant as specified in its charter)

            Maryland                                   52-1292246
- -------------------------------                  ----------------------
(State or other jurisdiction of                  (I.R.S. Employer
incorporation or organization)                   Identification No.)


              63 Copps Hill Road, Ridgefield, Connecticut
              -------------------------------------------
               (Address of principal executive offices)

                                06877
                             ------------
                              (Zip Code)

Registrant's telephone number, including area code: 203-431-6057
                                                    ------------

Indicate by checkmark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.

                            YES   X    NO
                                -----     -----

At August 23, 1996, 27,282,298 shares of $.01 par value common stock of
the registrant were outstanding.



                                   
















                     DUTY FREE INTERNATIONAL, INC.
                             July 28, 1996


                                 INDEX


Part I.  Financial Information                                   Page
- ------------------------------                                   ----

Item 1.  Financial Statements

     Consolidated Balance Sheets as of                              3
     July 28, 1996 (unaudited) and
     January 28, 1996

     Consolidated Statements of Earnings                            4
     (unaudited) for the three and six months
     ended July 28, 1996 and July 30, 1995

     Consolidated Statement of Stockholders'                        5
     Equity (unaudited) for the six months
     ended July 28, 1996

     Consolidated Statements of Cash Flows                          6
     (unaudited) for the six months
     ended July 28, 1996 and July 30, 1995

     Notes to Consolidated Financial                                7
     Statements (unaudited)

Item 2.  Management's Discussion and Analysis                  8 - 11
         of Financial Condition and Results of
         Operations


Part II.  Other Information
- ---------------------------

Item 1.  Legal Proceedings                                         12

Item 4.  Submission of Matters to a Vote                           12
         of Security Holders

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

Signature                                                          13


















PART  I.   FINANCIAL INFORMATION

Item 1.    Financial Statements

<TABLE>
<CAPTION>
             DUTY FREE INTERNATIONAL, INC. AND SUBSIDIARIES
                      Consolidated Balance Sheets
                             (in thousands)

                                                July 28,     January 28,
                                                  1996          1996
                                               -----------   -----------
                                               (unaudited)    (note 1)
<S>                                            <C>           <C>
     Assets
     ------

Current assets:
   Cash and cash equivalents                   $  36,474       $  34,252
   Short-term investments (fair value of
   $9,298 and $12,784, respectively)               9,234          12,747
   Receivables:
    Trade receivables, less allowance
    for doubtful accounts of $743 and
    $735, respectively                            21,389          20,106
    Other                                         13,767           9,877
                                               ---------       ---------
                                                  35,156          29,983
                                               ---------       ---------

   Merchandise inventories                       114,385          90,472
   Prepaid expenses and other current assets       8,123           9,825
                                               ---------       ---------
      Total current assets                       203,372         177,279
Long-term investments (fair value of
   $13,842 and $10,530, respectively)             13,910          10,550
Property and equipment, net                       94,791          92,413
Excess of cost over net assets of
   subsidiaries acquired, net                     65,288          65,731
Other intangible assets, net                      22,891          24,246
Other assets, net                                 19,418          20,489
                                               ---------       ---------
                                               $ 419,670       $ 390,708
                                               =========       =========

     LIABILITIES AND STOCKHOLDERS' EQUITY
     ------------------------------------

Current liabilities:
   Current maturities of long-term debt        $   1,095       $   2,053
   Accounts payable                               47,111          25,193
   Other current liabilities                      32,376          28,742
                                               ---------       ---------

      Total current liabilities                   80,582          55,988
Long-term debt, excluding current
   maturities                                    117,765         118,418
Other liabilities                                  3,934           3,820
                                               ---------       ---------
      Total liabilities                          202,281         178,226
                                               ---------       ---------



Stockholders' equity:
   Common stock, par value $.01 per
    share. Authorized 75,000,000
    shares; issued and outstanding
    27,280,098 shares and 27,270,124
    shares, respectively                             273             273
   Additional paid-in capital                     80,268          80,302
   Foreign currency translation adjustments           11             ---
   Retained earnings                             136,837         131,907
                                               ---------       ---------
      Total stockholders' equity                 217,389         212,482
                                               ---------       ---------
                                               $ 419,670       $ 390,708
                                               =========       =========

    See accompanying notes to the consolidated financial statements.
</TABLE>














































<PAGE>

<TABLE>
<CAPTION>
             DUTY FREE INTERNATIONAL, INC. AND SUBSIDIARIES
                  Consolidated Statements of Earnings
                              (Unaudited)


                               Three Months Ended            Six Months Ended    
                             -----------------------      -----------------------
                              July 28,     July 30,        July 28,     July 30,
                                1996         1995            1996         1995
                             ----------   ----------      ----------   ----------
                                  (in thousands, except earnings per share)
<S>                          <C>          <C>             <C>          <C>

Net Sales                    $ 140,754    $ 130,359       $ 258,733    $ 239,707
Cost of sales                   77,778       74,018         144,956      137,205
                             ----------   ----------      ----------   ----------
  Gross profit                  62,976       56,341         113,777      102,502

Advertising, storage and
  other operating income           982        1,141           1,951        2,401 
                             ----------   ----------      ----------   ----------
                                63,958       57,482         115,728      104,903

Selling, general and
  administrative expenses       53,178       48,925         100,059       92,650 
                             ----------   ----------      ----------   ----------

  Operating income              10,780        8,557          15,669       12,253

Other income (expense):
  Interest income                  541          590           1,199        1,242
  Interest expense              (2,115)      (2,167)         (4,242)      (4,351)
  Other, net                       333          189             377          351
                             ----------   ----------      ----------   ----------
                                (1,241)      (1,388)         (2,666)      (2,758)
                             ----------   ----------      ----------   ----------

Earnings before
  income taxes                   9,539        7,169          13,003        9,495

Income taxes                     3,530        2,653           4,812        3,513 
                             ----------   ----------      ----------   ----------

  Net earnings               $   6,009    $   4,516       $   8,191    $   5,982
                             ==========   ==========      ==========   ==========

Earnings per share           $    0.22    $    0.17       $    0.30    $    0.22 
                             ==========   ==========      ==========   ==========

Weighted average number
  of shares outstanding         27,275       27,244          27,272       27,244
                             ==========   ==========      ==========   ==========

    See accompanying notes to the consolidated financial statements.
</TABLE>






<PAGE>

<TABLE>
<CAPTION>
                   DUTY FREE INTERNATIONAL, INC. AND SUBSIDIARIES
                   Consolidated Statement of Stockholders' Equity
                           Six Months Ended July 28, 1996
                             (in thousands, unaudited)

                                                 Foreign
                     Common Stock    Additional  currency                 Total
                    ---------------   paid-in    translation  Retained stockholders'
                    Shares   Amount   capital    adjustments  earnings    equity
                    ------   ------  ----------  -----------  -------- -------------
<S>                 <C>      <C>     <C>         <C>          <C>      <C>

Balance at
 January 28, 1996   27,270    $273    $80,302     $     --    $131,907   $212,482

Dividends
 ($0.12 per share)      --      --         --           --      (3,261)    (3,261)

Change in foreign
 currency translation
 adjustments            --      --         --           11          --         11

Other                   (4)     --       (160)          --          --       (160)

Exercise of common
 stock options          14      --        126           --          --        126

Net earnings            --      --         --           --       8,191      8,191
                    ------    ----    -------     --------    --------   --------
Balance at
 July 28, 1996      27,280    $273    $80,268     $     11    $136,837   $217,389
                    ======    ====    =======     ========    ========   ========

    See accompanying notes to the consolidated financial statements.
</TABLE>


























<PAGE>

<TABLE>
<CAPTION>
             DUTY FREE INTERNATIONAL, INC. AND SUBSIDIARIES
                 Consolidated Statements of Cash Flows
                              (Unaudited)
                                                   Six Months Ended
                                                ----------------------
                                                July 28,     July 30,
                                                  1996         1995   
                                                ---------    ---------
                                                    (in thousands)
<S>                                             <C>          <C>
Cash flows from operating activities:
  Net earnings                                  $  8,191     $  5,982
  Adjustments to reconcile net earnings
   to net cash provided by operating
   activities:
   Depreciation and amortization of
    property and equipment                         4,204        3,993
   Other amortization                              3,070        2,836
   Provision for deferred income taxes               550        1,550
   Changes in operating assets and
    liabilities:
     Accounts receivable                          (5,624)      (2,695)
     Merchandise inventories                     (22,103)      (6,451)
     Prepaid expenses and other current
      assets                                        (208)        (899)
     Accrued restructuring expenses                 (867)      (1,624)
     Accounts payable                             21,918        8,429
     Other current liabilities                     4,380         (280)
   Other                                            (580)         (35)
                                                ---------    ---------
    Net cash provided by operating
     activities                                   12,931       10,806 
                                                ---------    ---------
Cash flows from investing activities:
  Purchases of investments                        (8,608)      (4,700)
  Maturities of investments                        8,761       17,375
  Additions to property and equipment             (6,678)      (6,449)
  Acquisitions of businesses,
   net of cash acquired                              ---       (5,050)
  Other                                               23       (1,230)
                                                ---------    ---------
    Net cash used in investing
     activities                                   (6,502)         (54)
                                                ---------    ---------
Cash flows from financing activities:
  Payment of borrowings                           (2,241)      (2,407)
  Dividends paid                                  (2,999)      (2,722)
  Other                                            1,033          401
                                                ---------    ---------
    Net cash used in financing
     activities                                   (4,207)      (4,728)
                                                ---------    ---------
Net increase in cash and
 cash equivalents                                  2,222        6,024
Cash and cash equivalents at beginning
 of period                                        34,252       31,353
                                                ---------    ---------
Cash and cash equivalents at end of
 period                                         $ 36,474     $ 37,377
                                                =========    =========
    See accompanying notes to the consolidated financial statements.
/TABLE
<PAGE>

             DUTY FREE INTERNATIONAL, INC. AND SUBSIDIARIES
               Notes to Consolidated Financial Statements
                              (Unaudited)


(1)  Consolidated Financial Statements

     The consolidated financial statements included herein do not
include all information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles.  For further information, such as the significant
accounting policies followed by the Company, refer to the notes to
consolidated financial statements set forth in the Company's annual
report for the year ended January 28, 1996.

     In the opinion of management, the consolidated financial statements
include all necessary adjustments (consisting of normal recurring
accruals) for a fair presentation of the financial position, results of
operations and cash flows for the interim periods presented.

     The results of operations for the periods ended July 28, 1996 are
not necessarily indicative of the operating results to be expected for
the full year.

     The balance sheet at January 28, 1996 has been derived from the
audited financial statements of the Company at that date.

(2)  Principles of Consolidation

     The consolidated financial statements include the accounts of the
Company and its wholly-owned subsidiaries.  Long-term investments in
affiliates in which the Company does not have a majority interest or
control are accounted for by the equity method of accounting.  All
significant intercompany balances and transactions have been eliminated
in consolidation.

(3)  Earnings Per Share

     Earnings per share are based on the weighted average number of
shares of common stock outstanding during each period.

(4)  Foreign Exchange Forward Contracts

     The only financial derivatives used by the Company are foreign
exchange forward contracts.  The Company had approximately $15,414,000
of foreign exchange forward contracts outstanding at July 28, 1996 to
purchase British pounds and Swiss francs.  The contracts outstanding at
July 28, 1996 mature at various dates in fiscal 1997.  The fair values
of these contracts were $15,621,000 as of July 28, 1996.  Fair values
were estimated by obtaining quotes from banks assuming all contracts
were purchased on July 28, 1996.












<PAGE>

PART I.  FINANCIAL INFORMATION  (CONTINUED)

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


RESULTS OF OPERATIONS
- ---------------------

     Net earnings for the three months ended July 28, 1996 were
$6,009,000, or $0.22 per share, an increase of $1,493,000 or 33% from
$4,516,000, or $0.17 per share, for the three months ended July 30,
1995.  Net earnings for the six months ended July 28, 1996 were
$8,191,000, or $0.30 per share, an increase of $2,209,000 or 37% from
$5,982,000, or $0.22 per share, for the six months ended July 30, 1995.
The increases for both periods were due to the following:

*  The Southern Border Division's net earnings increased significantly
for both periods due to sales increases of 12.7% and 13.8% for the three
and six months ended July 28, 1996, respectively, and an increase in
gross profit margins for both periods.  The net sales and gross profit
margin increases were in comparison to the Division's fiscal 1996 first
half results which were significantly affected by the Mexican peso
devaluation in December 1994.  The Division's selling, general and
administrative expenses remained basically the same as the prior year
for both periods.

*  The Northern Border Division's net earnings increased for both
periods due primarily to an increase in sales of higher margin duty free
merchandise.  The duty free sales increases were due primarily to the
Company purchasing two duty free stores in July 1995, and an increase in
the average amount of duty free merchandise purchased from the Division
as a result of the Division's sales training programs and other
marketing efforts.  The above was partially offset by the continued
decrease in Canadian traffic across the United States/Canada border when
compared to the prior year and a decrease in lower margin retail and gas
sales.

*  The Airport Division's net earnings increased for both periods due
primarily to a significant decrease in payroll and related expenses, as
a percent of sales, and new airport locations in Chicago, Philadelphia,
Boston and New York.

*  The Diplomatic and Wholesale Division's net earnings also increased
for both periods due primarily to a decrease in selling, general and
administrative expenses, as a percentage of sales, resulting from a
decrease in payroll and related expenses and the closing of the
Company's Seattle, Washington location in fiscal 1996.















<PAGE>

Below are explanations of significant variances by income statement line
item.


Net Sales
- ---------

     The following table sets forth, for the periods indicated, the net
sales and the percentage of total net sales for each of the Company's
divisions and the period to period change in such sales:

<TABLE>
<CAPTION>
                        Three Months Ended
               --------------------------------------    Increase/(Decrease)
               (in thousands, except for percentages)    Three Months Ended
Divisional                                                July 28, 1996 vs.
Net Sales       July 28, 1996         July 30, 1995         July 30, 1995
- -------------  ----------------      ----------------   --------------------
<S>            <C>        <C>        <C>        <C>     <C>           <C>

Border:
  Southern     $ 25,584   18.2%      $ 22,707   17.4%   $  2,877      12.7 %
  Northern       23,792   16.9         22,560   17.3       1,232       5.5 %

Inflight         47,923   34.0         44,924   34.5       2,999       6.7 %

Airport          30,594   21.7         26,307   20.2       4,287      16.3 %

Diplomatic
and Wholesale    12,861    9.2         13,861   10.6      (1,000)     (7.2)%
               --------  ------      --------  ------   ---------

               $140,754  100.0%      $130,359  100.0%   $ 10,395       8.0 %
               ========  ======      ========  ======   =========
</TABLE>



<TABLE>
<CAPTION>
                          Six Months Ended
               --------------------------------------    Increase/(Decrease)
               (in thousands, except for percentages)     Six Months Ended
Divisional                                                July 28, 1996 vs.
Net Sales       July 28, 1996         July 30, 1995         July 30, 1995
- -------------  ----------------      ----------------   --------------------
<S>            <C>        <C>        <C>        <C>     <C>           <C>
Border:
  Southern     $ 48,918   18.9%      $ 42,976   17.9%   $  5,942      13.8 %
  Northern       39,934   15.4         36,984   15.4       2,950       8.0 %

Inflight         87,778   33.9         82,739   34.6       5,039       6.1 %

Airport          56,812   22.0         49,590   20.7       7,222      14.6 %

Diplomatic
and Wholesale    25,291    9.8         27,418   11.4      (2,127)     (7.8)%
               --------  ------      --------  ------   ---------

               $258,733  100.0%      $239,707  100.0%   $ 19,026       7.9 %
               ========  ======      ========  ======   =========
</TABLE>
<PAGE>

The SOUTHERN BORDER DIVISION'S net sales increased by 12.7% and 13.8%
for the three and six months ended July 28, 1996, respectively, when
compared to the same periods in the prior year.  The increases were due
primarily to the significant negative affects of the peso devaluation in
December 1994 on the Division's fiscal 1996 results.  The NORTHERN
BORDER DIVISION'S net sales increased by 5.5% and 8.0% for the three and
six months ended July 28, 1996 respectively.  The increases were due
primarily to the purchase of two stores in July 1995, and an increase in
the average amount spent per transaction by customers in the current
year resulting from the Division's sales training programs and other
marketing efforts.  The above was partially offset by the continued
decrease in Canadian traffic across the United States/Canada border and
a decrease in retail and gas sales.  The INFLIGHT DIVISION'S net sales
increased by 6.7% and 6.1% for the three and six months ended July 28,
1996, respectively, due primarily to sales from new airline concession
contracts (Air Canada, Canadian International). The above was partially
offset by a decrease in wholesale sales to airlines, including Air
Canada and Canadian International, and a decrease in amenity kit sales.
Air Canada and Canadian International were wholesale customers of the
Inflight Division before Inflight was awarded their concession
contracts.  The AIRPORT DIVISION'S net sales increased by 16.3% and
14.6% for the three and six months ended July 28, 1996, respectively,
due primarily to new store openings in fiscal 1996 and 1997.  DIPLOMATIC
AND WHOLESALE DIVISION net sales, excluding net sales of the two
locations sold in fiscal 1996 as part of the restructuring plan,
increased by 6.2% and 3.7% for the three and six months ended July 28,
1996, respectively.  The increases were due primarily to an increase in
sales to cruise ships partially offset by decreases in low margin
wholesale sales.

Cost of Sales and Gross Profit
- ------------------------------

     Gross profit, as a percentage of net sales, increased to 44.7% for
the three months ended July 28, 1996 from 43.2% for the same period in
the prior year.  Gross profit, as a percentage of net sales, increased
to 44.0% for the six months ended July 28, 1996 from 42.8% for the same
period in the prior year.  The increases for both periods were due
primarily to an increase in the Airport, Inflight and Northern Border
Division's duty free sales, all of which have gross profit margins
higher than the Company's average gross profit margin, and a decrease in
lower margin wholesale, gas, retail and amenity kit sales, all of which
have gross profit margins lower than the Company's average gross profit
margin.  The above was partially offset by an increase in the Southern
Border Division's sales as a percentage of the Company's total sales.
The Southern Border Division has gross profit margins that are lower
than the Company's average gross profit margin.

Advertising, Storage and Other Operating Income
- -----------------------------------------------

     Advertising, storage and other operating income decreased by
$159,000 and $450,000 for the three and six months ended July 28, 1996,
respectively, when compared to the same periods in the prior year.  The
decreases were due primarily to a reduction in certain vendor
advertising programs, and a decrease in storage income as a result of
the Company reducing the warehouse space allocated to storing the
merchandise of certain suppliers to the duty free industry.





<PAGE>

Selling, General, and Administrative Expenses
- ---------------------------------------------

     Selling, general and administrative expenses, as a percentage of
net sales, increased to 37.8% for the three months ended July 28, 1996
from 37.5% for the same period in the prior year.  Selling, general and
administrative expenses, as a percentage of net sales, was 38.7% for
both the six months ended July 28, 1996 and the six months ended July
30, 1995.  A decrease in payroll and related expenses, as a percentage
of net sales, during the current year was offset by an increase in
commission expenses paid to airlines resulting from an increase in the
Inflight Division's concession sales, and an increase in base rent and
rent based on sales resulting from increases in the Airport and
Northern Border Division's net sales and from new store openings in
these two divisions.


LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------

     Net cash provided by operating activities was $12,931,000 for the
six months ended July 28, 1996.  The Company had $59,618,000 of cash and
short-and long-term investments as of July 28, 1996.  Working capital
was $122,790,000 as of July 28, 1996.  There were no borrowings under
the Company's $75,000,000 revolving line of credit and letter of credit
facility as of July 28, 1996.  The Company believes its existing funds,
cash provided by operating activities and available borrowings will be
sufficient to meet its current liquidity and capital requirements.

REGULATION AND ECONOMIC FACTORS AFFECTING THE DUTY FREE INDUSTRY
- ----------------------------------------------------------------

     The Company's sales and gross profit margins are affected by
factors specifically related to the duty free industry.  Most countries
have allowances on the import of duty free goods.  Decreases in the duty
free allowances of foreign countries or stricter eligibility
requirements for duty free purchases, as well as decreases in tax and
duty rates imposed by foreign jurisdictions could have a negative effect
on the Company's sales and gross profit margins (particularly Canada and
Mexico).  Conversely, increases could have a positive effect on the
Company's sales and gross profit.

     The principal customers of the Company are residents of foreign
countries whose purchases of duty free merchandise may be affected by
trends in the economies of foreign countries and changes in the value of
the U.S. dollar relative to their own currencies.  Any significant
increase in the value of the U.S. dollar relative to the currencies of
foreign countries, particularly Canada, Mexico and Japan, could have an
adverse impact on the number of travelers visiting the United States and
the dollar amount of duty free purchases made by them from the Company. 
A significant increase in gasoline prices or a shortage of fuel may also
reduce the number of international travelers and thereby adversely
affect the Company's sales.  In addition, the Company imports a
significant portion of its products from Western Europe and Canada at
prices negotiated either in U.S. dollars or foreign currencies.  As a
result, the Company's costs are affected by fluctuations in the value of
the U.S. dollar in relation to major Western European and Canadian
currencies.  A decrease in the purchasing power of the U.S. dollar
relative to other currencies causes a corresponding increase in the
purchase price of products.  The Company enters into foreign exchange
forward contracts as a hedge against a portion of its exposure to
currency fluctuations on commitments to purchase merchandise.

<PAGE>

PART II.  OTHER INFORMATION

Item 1.   Legal Proceedings.

          The United States Customs Service was investigating the
operations of a subsidiary's bonded warehouse in Seattle, Washington.
Without any admission of wrongdoing by the Company's subsidiary, this
matter has been settled upon the payment of $135,298 to the United
States Customs Service.

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

          The following are the results of the balloting at the
Registrant's Annual Meeting of Stockholders held on May 23, 1996:

<TABLE><CAPTION>
                                          NO. OF SHARES
                                    -----------------------
ELECTION OF CLASS A DIRECTORS          FOR         WITHHELD
- -----------------------------       ----------     --------
<S>                                 <C>            <C>
David H. Bernstein                  22,938,171      157,272
John A. Couri                       22,937,890      157,553
Heribert Diehl                      22,938,291      157,152
</TABLE>

<TABLE><CAPTION>
                                          NO. OF SHARES
                                    -----------------------
ELECTION OF CLASS C DIRECTOR           FOR         WITHHELD
- ----------------------------        ----------     --------
<S>                                 <C>            <C>
Stephen M. Waters                   22,935,001      160,442
</TABLE>

<TABLE><CAPTION>
RATIFICATION OF APPOINTMENT                  NO. OF SHARES
OF KPMG PEAT MARWICK LLP AS         ------------------------------
THE REGISTRANTS'S INDEPENDENT          FOR       AGAINST   ABSTAIN
AUDITORS                            ----------   -------   -------
<S>                                 <C>          <C>       <C>
                                    23,035,274    35,279    24,890
</TABLE>

<TABLE><CAPTION>
                                              NO. OF SHARES
STOCKHOLDER PROPOSAL TO             --------------------------------
ELIMINATE ELECTION OF                 FOR        AGAINST     ABSTAIN
DIRECTORS BY CLASS                  ---------   ----------   -------
<S>                                 <C>         <C>          <C>
                                    7,110,217   12,951,731    83,731
</TABLE>

<TABLE><CAPTION>
STOCKHOLDER PROPOSAL                          NO. OF SHARES
THAT THE BOARD BE COMPRISED         --------------------------------
OF A MAJORITY OF                       FOR       AGAINST     ABSTAIN
INDEPENDENT DIRECTORS               ---------   ----------   -------
<S>                                 <C>         <C>          <C>
                                    3,444,937   16,449,611   245,931
</TABLE>


<PAGE>
Item 6.   Exhibits and Reports on Form 8-K

     (a)  Exhibits: 

          27.1 Financial Data Schedule.

     (b)  The Company did not file a Current Report on Form 8-K during   
          the three months ended July 28, 1996.























































<PAGE>

                               SIGNATURE


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.


                                          DUTY FREE INTERNATIONAL, INC.





Date:  September 6, 1996                   /s/ Gerald F. Egan
      --------------------                -----------------------------
                                          Gerald F. Egan
                                          Vice President-Finance and
                                          Chief Financial Officer

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

<TABLE> <S> <C>

<ARTICLE> 5
<CIK> 0000820756
<NAME> DUTY FREE INTERNATIONAL, INC.
[DESCRIPTION] ART.5 FDS FOR 2ND QUARTER 10-Q
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          JAN-26-1997
<PERIOD-END>                               JUL-28-1996
<CASH>                                          36,474
<SECURITIES>                                     9,234
<RECEIVABLES>                                   22,132
<ALLOWANCES>                                       743
<INVENTORY>                                    114,385
<CURRENT-ASSETS>                               203,372
<PP&E>                                         138,758
<DEPRECIATION>                                  43,967
<TOTAL-ASSETS>                                 419,670
<CURRENT-LIABILITIES>                           80,582
<BONDS>                                        117,765
                                0
                                          0
<COMMON>                                           273
<OTHER-SE>                                     217,116
<TOTAL-LIABILITY-AND-EQUITY>                   419,670
<SALES>                                        258,733
<TOTAL-REVENUES>                               260,684
<CGS>                                          144,956
<TOTAL-COSTS>                                  144,956
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                    16
<INTEREST-EXPENSE>                               4,242
<INCOME-PRETAX>                                 13,003
<INCOME-TAX>                                     4,812
<INCOME-CONTINUING>                              8,191
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     8,191
<EPS-PRIMARY>                                     0.30
<EPS-DILUTED>                                     0.30
        

</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission