INTERNATIONAL POST LTD
10-Q, 1996-06-13
ALLIED TO MOTION PICTURE PRODUCTION
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<PAGE> 1
             		  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 quarterly period ended April 30, 1996

       		    Commission File Number  000-23388

           		       INTERNATIONAL POST LIMITED
	        (Exact name of Registrant as specified in its charter)

                       				  DELAWARE
	     (State or other jurisdiction of incorporation or organization)

               		545 Fifth Avenue   New York,   NY 10017
       	  (Address and zip code of principal executive offices)

                   			       13-3735647
             		  (IRS Employer Identification Number)

                   			    (212)  986-6300
	         (Registrant's telephone number, including area code)


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 and Exchange
Act of 1934 during the preceding twelve months (or for such shorter period
that the Registrant was required to file such reports), and (2) has been
subject to the filing requirements for at least the past 90 days.


       		      Yes  /X/         No


The number of shares outstanding of each of the issuer's classes of common
stock was 6,226,958 shares of common stock, par value $.01, outstanding
as of June 13, 1996.

<PAGE> 2
                  		    INTERNATIONAL POST LIMITED

                         			      PART I

                 		       FINANCIAL INFORMATION

The audited consolidated financial information at July 31, 1995 and the
unaudited consolidated financial information at April 30, 1996 and for the
three and nine month periods ended April 30, 1996 and 1995 relate to
International Post Limited and its subsidiaries.


ITEM 1.   FINANCIAL STATEMENTS                                       PAGE

       	  Consolidated Balance Sheets as of
	         July 31, 1995 and April 30, 1996                              3

       	  Consolidated Statements of Income for
	         the three months ended April 30, 1995 and 1996                4

       	  Consolidated Statements of Income for
	         the nine months ended April 30, 1995 and 1996                 5

       	  Consolidated Statements of Cash Flows for 
	         the nine months ended April 30, 1995 and 1996                 6

	         Notes to Consolidated Financial Statements                    7


ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF
       	  FINANCIAL CONDITION AND RESULTS OF OPERATIONS                10

  			                           PART II

                       			 OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS                                            14

ITEM 2.   CHANGES IN SECURITIES                                        14

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES                              14

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE
       	  OF SECURITY HOLDERS                                          14

ITEM 5.   OTHER INFORMATION                                            14

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K                             14



                      				      2

<PAGE> 3
             		INTERNATIONAL POST LIMITED AND SUBSIDIARIES

               		     CONSOLIDATED BALANCE SHEETS 
			                         (in thousands)
<TABLE>
<CAPTION>
						                                                July 31,      April 30,
						                                                  1995          1996
                                          						     ---------     ----------
<S>                                                  <C>           <C>
ASSETS

Current Assets:
   Cash and cash equivalents......................   $    368      $    554
   Accounts receivable, net.......................      8,921        10,845
   Deferred income taxes..........................        823           526
   Prepaid expenses and other current assets......        738         1,771
                                          						     ---------     ---------
	Total current assets.............................     10,850        13,696

   Fixed assets, net..............................     31,007        30,738
   Excess of costs over fair value of                               
    net assets acquired, net......................     22,937        22,313
   Deferred income taxes..........................        476           376
   Other assets...................................      1,403         2,019
                                          						     ---------     ---------
	Total assets.....................................   $ 66,673      $ 69,142
						                                               =========     =========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Accounts payable and accrued expenses..........   $  6,736      $  5,233
   Due to related parties.........................        383           404
   Current portion of long-term debt..............      3,866         3,779
   Income taxes payable...........................        821           834
                                          						     ---------     ---------
	Total current liabilities........................     11,806        10,250
   
   Long-term debt.................................     20,257        21,836
   Subordinated debt..............................      4,927         5,053
   Other liabilities..............................        222         1,157
			                                          			     ---------     ---------
	Total liabilities................................     37,212        38,296
                                          						     ---------     ---------

Commitments and contingencies

Stockholders' equity
   Preferred stock: $.01 par value -  3,000 
     shares authorized; no shares outstanding 
     at July 31, 1995 and April 30, 1996..........          -             -
   Common stock:   $.01 par value - 15,000
     shares authorized; 6,214 and 6,227 shares 
     outstanding at July 31, 1995 and 
     April 30, 1996, respectively.................         62            62
   Additional paid-in-capital.....................     25,419        25,419
   Retained earnings..............................      3,980         5,465
                                          						     ---------     ---------
      Total stockholders' equity..................     29,461        30,846
						                                               ---------     ---------
      Total liabilities and stockholders' equity..   $ 66,673      $ 69,142
                                          						     =========     =========
</TABLE>
             		See notes to consolidated financial statements.

                         				       3

<PAGE> 4

               		INTERNATIONAL POST LIMITED AND SUBSIDIARIES
 
              	       CONSOLIDATED STATEMENTS OF INCOME
   			             (in thousands, except per share amounts)
<TABLE>
<CAPTION>
						                                                  THREE MONTHS ENDED
                                                             APRIL 30,
                                                     -----------------------
						                                                 1995           1996
                                          						     --------      ---------
<S>                                                  <C>           <C>

Revenues..........................................   $ 9,364       $ 12,666

Direct salaries and costs.........................     4,310          6,110

Selling, general and administrative expenses......     2,252          3,252

Depreciation......................................     1,200          1,739

Amortization......................................        91            282
                                          						     --------      ---------
    	Income from operations.......................     1,511          1,283

Other expense (income):

      Interest expense............................       129            558

      Interest income and other...................        21            (15)
                                          						     --------      ---------
          Income before taxes.....................     1,361            740

Provision for income taxes:

          Income taxes............................       552            433
                                          						     --------      ---------
Net Income........................................   $   809       $    307
                                                     ========      =========

Net income per share..............................   $  0.13       $   0.05
			                                          			     ========      =========

Weighted average number of shares outstanding.....     6,214          6,225
                                          						     ========      =========
</TABLE>

             	 See notes to consolidated financial statements.

                                    4

<PAGE> 5

               		INTERNATIONAL POST LIMITED AND SUBSIDIARIES
 
              	       CONSOLIDATED STATEMENTS OF INCOME
   			             (in thousands, except per share amounts)
<TABLE>
<CAPTION>
						                                                  NINE MONTHS ENDED
                                                            APRIL 30,
                                                     -----------------------
						                                                  1995          1996
                                          						     ---------     ---------
<S>                                                  <C>           <C>

Revenues..........................................   $ 27,120      $ 37,155

Direct salaries and costs.........................     12,445        17,409

Selling, general and administrative expenses......      6,797         9,492

Depreciation......................................      3,486         4,963

Amortization......................................        275           847
                                          						     ---------     ---------
    	Income from operations.......................      4,117         4,444

Other expense (income):

      Interest expense............................        300         1,745

      Interest income and other...................         (1)           (1)
                                          						     ---------     ---------
          Income before taxes.....................      3,818         2,700

Provision for income taxes:

       Income taxes...............................      1,509         1,315 
                                          						     ---------     ---------
Net Income........................................   $  2,309      $  1,385
                                                     =========     =========

Net income per share..............................   $   0.37      $   0.22
			                                          			     =========     =========

Weighted average number of shares outstanding.....      6,214         6,218
                                          						     =========     =========
</TABLE>

             	 See notes to consolidated financial statements.

                                    5

<PAGE> 6

             		INTERNATIONAL POST LIMITED AND SUBSIDIARIES

               		 CONSOLIDATED STATEMENTS OF CASH FLOWS 
			                         (in thousands)
<TABLE>
<CAPTION>
                                                        NINE MONTHS ENDED
                                                            APRIL 30,
 					                                               -----------------------
						                                                  1995          1996
                                          						     ---------     ---------
<S>                                                  <C>           <C>
Operating Activities:
  Net income......................................   $  2,309      $  1,385
   Adjustments to reconcile net income to net cash
     provided by operating activities:
    Depreciation..................................      3,486         4,963
    Amortization..................................        275           847
    Provision for bad debts.......................         78            95
    (Gain) loss on disposal of fixed assets.......         29           (48)
  (Increase) decrease in operating assets:
    Accounts receivable...........................     (1,292)       (2,315)
    Prepaid expenses and other current assets.....         49        (1,033)
    Deferred taxes................................        394           397
    Other assets..................................       (633)         (172)
  Increase (decrease) in operating liabilities:
    Accounts payable and accrued liabilities......       (429)         (783)
    Income taxes payable..........................        488            13
    Other liabilities.............................       (430)          215
                                          						     ---------     ---------
      Net cash provided by operating activities...      4,324         3,564
						                                               ---------     ---------

Investing Activities:
    Additions to fixed assets.....................     (8,420)       (4,429)
    Proceeds from sale of fixed assets............        144            79
    Deposits on fixed assets......................         -           (667)
                                                     ---------     ---------
      Net cash (used in) investing activities.....     (8,276)       (5,017)
                                                     ---------     ---------

Financing Activities:
    Proceeds from notes payable...................      3,500            -
    Proceeds from revolving credit facility, net..         -          4,400
    Proceeds from subordinated debt...............         -            126
    Proceeds from long-term debt borrowings.......        334            -
    Proceeds from related parties.................         21            21
    Repayment of long-term debt...................       (147)       (2,908)
			                                          			     ---------     ---------
      Net cash provided by financing activities...      3,708         1,639
                                          						     ---------     ---------
              Net (decrease) increase in cash.....       (244)          186

Cash and cash equivalents, beginning of period....        339           368
                                                     ---------     ---------
Cash and cash equivalents, end of period..........   $     95      $    554
                                          						     =========     =========
</TABLE>
             		See notes to consolidated financial statements.

                                    6            				       


<PAGE>  7
		         	INTERNATIONAL POST LIMITED AND SUBSIDIARIES
	           	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
			                          	(Unaudited)


NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION

The consolidated financial statements included herein have been prepared by 
International Post Limited ("IPL" or the "Company"), without audit, pursuant to
the rules and regulation of the Securities and Exchange Commission.  Certain 
information and footnote disclosures normally included in financial statements
prepared in accordance with general accepted accounting principles have been 
condensed or omitted from this report, as is permitted by such rules and 
regulations; however, IPL believes that the disclosures are adequate to make
the information presented not misleading.  It is suggested that these
consolidated financial statements be read in conjunction with the audited
consolidated financial statements and notes thereto included in the Company's
Form 10-K for the year ended July 31, 1995.

In the opinion of management, the information furnished reflects all 
adjustments, all of which are of a normal recurring nature, necessary for a 
fair presentation of the results for the reported interim periods.

In connection with the restructuring charge recorded by the Company in August 
1992, the balance of the liability was $534,704 and $496,969 at July 31, 1995 
and April 30, 1996, respectively.  At April 30, 1996, it is estimated that 
the remaining liability, consisting primarily of lease commitments, will be 
settled during fiscal 1996.  Management anticipates that funding for these 
amounts will be provided by operations.  

On May 4, 1995, the Company acquired The Post Edge, Inc. ("Post Edge"),
The Big Picture Editorial, Inc. and Even Time, Ltd. (collectively, "Big
Picture/Even Time").  Post Edge, formerly a privately-held company which
provides post-production services to the television advertising industry and
corporate clients, as well as network playback and studio services, is based
in Florida and has annual revenues of approximately $7,000,000. 
Big Picture/Even Time, formerly two privately-held companies which provide a
variety of creative editorial services to the television advertising industry,
is based in Manhattan and has annual revenues of approximately $10,000,000.


                                					7

<PAGE> 8
		           INTERNATIONAL POST LIMITED AND SUBSIDIARIES
		            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
			                            	(Unaudited)


NOTE 2 - ACCOUNTS RECEIVABLE
<TABLE>
<CAPTION>
                                          						    July 31,       April 30,
						                                                1995           1996  
						                                             ----------     ----------
<S>                                                <C>           <C>        
Accounts Receivable, trade......................   $9,537,200    $11,839,405
Less:  Allowance for doubtful accounts..........      615,754        994,327
						                                             ----------    -----------
						                                             $8,921,446    $10,845,078
						                                             ==========    ===========
</TABLE>

NOTE 3 - FIXED ASSETS

Fixed assets, at cost, including equipment under capitalized leases, summarized 
by major categories consist of the following:
<TABLE>
<CAPTION>
                                          						    July 31,       April 30,
						                                                1995           1996
					                                          	  -----------    -----------
<S>                                               <C>            <C>       
Machinery and Equipment.........................  $33,045,712    $35,744,972
Leasehold Improvements..........................   11,129,538     11,806,098
Furniture and Fixtures..........................    1,652,018      1,933,131
Transportation Equipment........................       74,120         59,349
						                                            -----------    -----------
						                                             45,901,388     49,543,550
Less: Accumulated Depreciation..................   14,894,052     18,805,789
						                                            -----------    -----------
						                                            $31,007,336    $30,737,761
						                                            ===========    ===========
</TABLE>

NOTE 4 - LONG TERM DEBT
<TABLE>
<CAPTION>
				                                          		    July 31,       April 30,
						                                                1995           1996
						                                            -----------    -----------
<S>                                               <C>            <C>
Senior secured term loan........................  $22,000,000    $19,240,000
Senior secured revolving credit loan............    1,700,000      6,100,000
						  
Collateralized by fixed assets
	Notes payable to credit institutions
	 bearing interest at 8.0%
	 originally payable through 1996...............       16,989          7,950
	Capitalized lease obligations..................      405,198        266,927
						                                            -----------    -----------
						                                             24,122,187     25,614,877   
	Less: Current Maturities.......................    3,865,624      3,779,038
						                                            -----------    -----------
						                                            $20,256,563    $21,835,839
						                                            ===========    ===========
</TABLE>
                                 					8
 
<PAGE> 9


                      			INTERNATIONAL POST LIMITED
	              	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
				                             (Unaudited)


REVOLVING CREDIT FACILITY - During fiscal year 1995, the Company established a 
$10,000,000 senior secured revolving credit facility (the "Revolving Loan") 
with a syndicate of financial institutions (the "Bank Syndicate").  The 
Company had outstanding direct borrowings of $1,700,000 and $6,100,000 
under the Revolving Loan at July 31, 1995 and April 30, 1996, respectively.
The Company also had outstanding under the Revolving Loan letter of credits
of $761,337 and $884,482 at July 31, 1995 and April 30, 1996, respectively.

SENIOR SECURED LONG-TERM DEBT - During fiscal year 1995, the Company 
established a $22,000,000 senior secured term loan (the "Term Loan") and the 
Revolving Loan with the Bank Syndicate secured by 1) all assets of the Company 
and its existing and future direct and indirect owned subsidiaries and 2)  the 
capital stock of all such subsidiaries.  The Term Loan and the Revolving Loan 
bear interest at the Agent's Prime of LIBOR plus 1.375% and contains various 
covenants limiting future debt, dividends and capital expenditures.  In 
addition, the Company must maintain certain cash flow and leverage ratios.  

The Company also established an $18,000,000 senior secured revolving credit 
facility (the "Acquisition Facility") (with the Term Loan and the Revolving 
Loan, collectively the "Credit Agreement") for future acquisitions with the 
Bank Syndicate.  The Acquisition Facility was subsequently terminated by the
Company in May 1996.
	
A commitment fee equal to 0.375% on the unused amounts of the Revolving Loan 
and the Acquisition Facility is being charged to the Company.

In October 1995, the Company entered into Amendment No. 2 to the Credit
Agreement, which provides that the financial covenants have been lowered for 
the fiscal year ending July 31, 1996.  Such amendment provides that the 
financial covenants as in effect prior to the amendment continue to apply to
borrowings under the Acquisition Facility.

In December 1995, the Company entered into Amendment No. 3 to the Credit
Agreement, whereby the financial covenants were raised above those in Amendment
No. 2 but remained lower than those prior to Amendment No. 2.  In addition the
calculation of such ratios will commence on August 1, 1995 thereby excluding
the results of the fourth quarter of fiscal year 1995 from the calculations.

In February 1996, the Company entered into an interest rate swap agreement with
a member of the Bank Syndicate.  Under the agreement, the Company has 
effectively fixed the LIBOR rate and thereby the interest rate of the Term Loan 
until maturity (January 2001) at 6.695%.  In March 1996, the Company sold the 
fixed rate position for $313,000.  The Company's Term Loan rate will be fixed 
at 6.695% through June 11, 1996 and will float at the Agent's Prime or LIBOR 
plus 1.375% thereafter.

SUBORDINATED DEBT - the Company, in connection with the Big Picture/Even Time
acquisition, in May 1995, issued $6,350,000 principal amount of eight year 
convertible subordinated notes, due May 4, 2003, with an interest rate of 4.0% 
convertible at $14 per share after five years and redeemable after six years.  
The debt was valued at $4,890,000 at the date of acquisition using an effective 
rate of 8.34%.  The valuation discount is being amortized over the life of the 
notes.


                               					9
<PAGE> 10

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL 
       	 CONDITION AND RESULTS OF OPERATIONS

Results of Operations:

             		Third Quarters Ended April 30, 1996 and 1995

Revenues increased by $3,302,000 or 35% to $12,666,000 in the third quarter of
fiscal year 1996 compared to the third quarter of fiscal year 1995.  The
growth in revenues was primarily attributable to the acquisitions of Post
Edge and Big Picture/Even Time during the fourth quarter of fiscal year 1995.
	
Direct salaries and costs (consisting primarily of salaries and benefits paid 
to artists, technicians and engineers, outside labor, occupancy costs, direct 
costs including tape stock, equipment rental and commissions and client costs) 
increased as a percentage of revenues to 48.2% in the third quarter of fiscal 
year 1996 compared to 46.0% in the third quarter of the prior fiscal year.  
This increase was a result of higher direct salaries and costs as a percentage
of revenues at Big Picture/Even Time, which is consistent with costs of 
creative editorial service companies including outside labor and commissions.  
The increase was also a result of the impact of the start-up costs of Post
Edge's South Beach and Hollywood post-production facilities.

Selling, general and administrative expenses increased as a percentage of 
revenues to 25.7% in the third quarter of fiscal year 1996 compared to 24.0% in
the third quarter of the prior fiscal year.  This increase was primarily 
attributable to the impact of higher travel and entertainment, and professional
fees as a result of the acquisitions completed during the fourth quarter of
fiscal year 1995.  In addition, occupancy costs and administrative salaries
increased in connection with the above acquisitions.  The increase as a 
percentage of revenues is compounded by the lost revenues at Post Edge due
to the relocation of the Hollywood facility, and to the new South Beach
post facility not yet achieving expected revenues.

Depreciation expense was $1,739,000 and $1,200,000 in the third quarter of 
fiscal years 1996 and 1995, respectively.  The increase was primarily the 
result of the acquisitions of Post Edge and Big Picture/Even Time.

Amortization of intangibles was $282,000 and $91,000 in the third quarter of 
fiscal years 1996 and 1995, respectively.  The increased amortization expense 
relates to the acquisitions of Post Edge and Big Picture/Even Time.

Interest expense was $558,000 and $129,000 in the third quarter of fiscal years 
1996 and 1995, respectively.  The increase was due to the increase in debt,
which was used to acquire Post Edge and Big Picture/Even Time, during the
fourth quarter of fiscal year 1995.

                                    10



<PAGE> 11

The income tax rate applied against pre-tax income was 58.5% and 40.6% in the
third quarter of fiscal years 1996 and 1995, respectively.  The current
quarter's tax rate was higher because of the increase in amortization of
intangibles which are not deductible for income tax purposes.

Net income decreased to $307,000 in the third quarter of fiscal year 1996 
compared to $809,000 in the prior year's third quarter.  This decrease is a 
result of the items discussed above.


                		Nine Months Ended April 30, 1996 and 1995

Revenues increased by $10,035,000 or 37.0% to $37,155,000 in the first nine 
months of fiscal year 1996 compared to the first nine months of fiscal year
1995.  The growth in revenues was primarily attributable to the acquisitions
of Post Edge and Big Picture/Even Time in the fourth quarter of fiscal year
1995.  

Direct salaries and costs (consisting primarily of salaries and benefits paid 
to artists, technicians and engineers, outside labor, occupancy costs, direct 
costs including tape stock, equipment rental and commissions and clients costs)
increased as a percentage of revenues to 46.9% in the first nine months of 
fiscal year 1996 compared to 45.9% in the first nine months of fiscal year 
1995.  The increase was a result of higher direct salaries and costs as a 
percentage of revenues at Big Picture/Even Time, which is consistent with costs
of creative editorial service companies including outside labor and 
commissions.  The increase was also attributable to the impact of the
start-up costs of Post Edge's South Beach and Hollywood post-production
facilities.  

Selling, general and administrative expenses increased as a percentage of 
revenues to 25.5% in the first nine months of fiscal year 1996 compared to 
25.1% in the first nine months of the prior fiscal year. This increase was 
primarily attributable to the impact of higher travel and entertainment, 
advertising costs, occupancy costs, administrative salaries and professional
fees as a result of the acquisitions completed in the fourth quarter of
fiscal year 1995, and prior to Post Edge achieving expected revenues
from its new South Beach post facility and relocated Hollywood post facility.

Depreciation expense was $4,963,000 and $3,486,000 in the first nine months of
fiscal years 1996 and 1995, respectively.  The increase was primarily the
result of the acquisitions of Post Edge and Big Picture/Even Time.

Amortization of intangibles was $847,000 and $275,000 in the first nine months
of fiscal years 1996 and 1995, respectively.  The increased amortization
expense relates to the acquisitions of Post Edge and Big Picture/Even Time.

Interest expense was $1,745,000 and $300,000 in the first nine months of 
fiscal years 1996 and 1995, respectively.  The increased interest expense 
relates to increased debt in connection with the acquisitions of Post Edge
and Big Picture/Even Time.

                                    11
<PAGE> 12

The income tax rate applied against pre-tax income was 48.7% and 39.5% in the
first nine months of fiscal years 1996 and 1995, respectively.  The current
period's tax rate was higher because of the increase in amortization of
intangibles which are not deductible for income tax purposes.  Additionally,
the prior year's first nine month's rate was lower as a result of losses in
certain states with high city and state income tax rates.

Net income decreased to $1,385,000 in the first nine months of fiscal year 
1996 compared to $2,309,000 in the prior year's first nine months.  This 
decrease is a result of the items discussed above.


Liquidity and Capital Resources:

The Company's strategy is to continue to expand the range of video-related 
services which it provides to existing clients and to increase its customer 
base through internal growth and acquisition.  The Company is considering 
expanding its territorial markets by acquiring post-production businesses in 
other areas with a high concentration of production companies and advertising 
agencies, such as Los Angeles, subject to its ability to obtain financing.  In
fiscal year 1995, the Company acquired three post-production companies.

On May 4, 1995 and as increased on June 12, 1995, the Company entered into a 
$50,000,000 credit facility with three banks.  To finance the cash portion of 
the acquisition described above and to refinance the Company's $5,000,000 
outstanding under its line of credit, the Company entered into a $22,000,000 
six year term loan.  In addition, the credit facilities included a $10,000,000
six year revolving credit facility for working capital and an $18,000,000 
acquisition facility to fund future acquisitions that meet certain parameters.
The acquisition facility was subsequently terminated by the Company in May
1996.  Pricing is at the Agent bank's prime rate or a spread over LIBOR
(London Interbank Offered Rate).  As discussed below, outstandings on the Term
Loan currently bear interest at 6.695%.  The credit facilities are secured by
all assets of the Company and contain covenants limiting future debt, dividends
and capital expenditures.  In addition, the Company must maintain certain cash
flow and leverage ratios.  In October 1995, the Company entered into Amendment
No. 2 to the Credit Agreement which changed the Fixed Charge Coverage Ratio and
the Leverage Ratio. In December 1995 the Company entered into Amendment No. 3
to the Credit Agreement, whereby the financial covenants were raised above
those in Amendment No. 2 but remained lower than those prior to Amendment
No. 2.  In addition the calculation of such ratios will commence on August 1,
1995 thereby excluding the results of the fourth quarter of fiscal year 1995
from the calculations.

In February 1996, the Company entered into an interest rate swap with a member 
of its bank syndicate.  Under the agreement, the Company pays a fixed LIBOR 

                                    12
<PAGE> 13

rate of 5.32% to the bank and the bank pays a floating rate equal to 90 day 
LIBOR to the Company on the outstanding balance of the Company's term loan 
(final maturity January 31, 2001).  The effect of this interest rate swap is to 
fix the interest rate on the term loan at 6.695%.  In March 1996, the Company 
sold its fixed rate position for $313,000.  The Company's term loan will be 
fixed at 6.695% through June 11, 1996 and will float at the Agent bank's prime 
rate or LIBOR plus 1.375% thereafter.

Capital expenditures were $4,429,000 in the first nine months of fiscal year
1996.  The expenditures were used to complete Post Edge's new South Beach
post-production facility, complete the consolidation of Audio Plus Video's
facilities, and make technological upgrades to existing equipment.

The Company generated net cash from operations of $3,564,000 in the first nine
months of fiscal year 1996.  Net cash used in investing activities to purchase
capital equipment was $4,429,000 and to make deposits on fixed assets was 
$667,000.  New cash provided by financing activities was $1,639,000 consisting
of an increase in the revolving credit facility less repayment of long-term
debt.  These activities resulted in a net increase in cash of $186,000.

The Company's capital structure remains strong.  Total long-term debt
(excluding current portion of long-term debt) including subordinated debt at
April 30, 1996 was $26,889,000.  The Company's stockholders' equity was
$30,782,000 at April 30, 1996.  Outstandings under the Company's $10,000,000
revolving credit facility were $6,100,000 at April 30, 1996; in addition,
there was $884,482 outstanding for letter of credits issued.  The Company's
capital budget for fiscal year 1996 was revised to $3,896,000, a significant
decrease from fiscal years 1995 and 1994.  Capital projects of approximately
$1,528,000, approved in fiscal year 1995, will be incurred in fiscal year 1996
bringing total capital outlays to approximately $5,424,000 in fiscal year 1996.
Management believes that these expenditures can be financed either by
internally generated funds or by the Company's revolving credit facility and
that borrowings under the revolving credit facility can be reduced to under
$4,000,000 by fiscal year-end.

The above discussion contains forward-looking statements.  There are certain
important factors that could cause results to differ materially from those
anticipated by the statements made above.  These factors include, but are not
limited to: general performance of the economy, specifically as it affects
the advertising industry; international economic and political climate which
could impact the sale of domestic programming overseas; significant changes
in video technology in the post-production industry and loss of key personnel.




                                     13

<PAGE> 14
                                   PART II

                             OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

          Not applicable.

ITEM 2.   CHANGES IN SECURITIES

          Not applicable.

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES

          Not applicable.     

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

          Not applicable.

ITEM 5.   OTHER INFORMATION

          Exhibit No. 27 - Financial Data Schedule, which is submitted
          electronically to the Securities and Exchange Commission for
          information only and not filed.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

          Not applicable.



                                SIGNATURE(S)

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

                                              INTERNATIONAL POST LIMITED
                                              (Registrant)
<TABLE>
<S>                                           <C>
DATED: June 13, 1996                          BY:    Jeffrey J. Kaplan
                                              ------------------------------
                                                     Jeffrey J. Kaplan
                                                 Executive Vice President
                                                 and Chief Financial Officer


</TABLE>

                                     14

<PAGE> 15


<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET AND THE CONSOLIDATED STATEMENT OF INCOME FILED AS
PART OF THE ANNUAL REPORT ON FORM 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH ANNUAL REPORT ON FORM 10-Q.
</LEGEND>
<MULTIPLIER>  1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          JUL-31-1996
<PERIOD-END>                               APR-30-1996
<CASH>                                             554
<SECURITIES>                                         0
<RECEIVABLES>                                   11,839
<ALLOWANCES>                                       994
<INVENTORY>                                          0
<CURRENT-ASSETS>                                13,696
<PP&E>                                          49,544
<DEPRECIATION>                                  18,806
<TOTAL-ASSETS>                                  69,142
<CURRENT-LIABILITIES>                           10,250
<BONDS>                                              0
                                0
                                          0
<COMMON>                                            62
<OTHER-SE>                                      30,846
<TOTAL-LIABILITY-AND-EQUITY>                    69,142
<SALES>                                         12,666
<TOTAL-REVENUES>                                12,666
<CGS>                                            6,110
<TOTAL-COSTS>                                    6,110
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                    32
<INTEREST-EXPENSE>                                 558
<INCOME-PRETAX>                                    740
<INCOME-TAX>                                       433
<INCOME-CONTINUING>                                307
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       307
<EPS-PRIMARY>                                      .05
<EPS-DILUTED>                                      .05
        

</TABLE>


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