ACCENT COLOR SCIENCES INC
10-Q, 1999-05-14
COMPUTER PERIPHERAL EQUIPMENT, NEC
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                          UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C.  20549
                                
                                
                            FORM 10-Q
                                
         QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
             OF THE SECURITIES EXCHANGE ACT OF 1934
          For The Quarterly Period Ended March 31, 1999
                               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 0-29048
                                
                   ACCENT COLOR SCIENCES, INC.
     (Exact name of registrant as specified in its charter)
         Connecticut                         06-1380314
(State or other jurisdiction of           (I.R.S. Employer
incorporation or organization)          Identification No.)
                                
800 Connecticut Boulevard, East Hartford, Connecticut       06108
         (Address of principal executive office)  (Zip Code)
 Registrant's telephone number, including area code:  (860) 610-4000
                              

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 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
                                
The number of shares outstanding of the registrant's common stock
              as of April 30, 1999 was 14,693,434.
                                
                                
                                
                   ACCENT COLOR SCIENCES, INC.
                                
                            FORM 10-Q
          For The Quarterly Period Ended March 31, 1999
                              INDEX

Part I.  Financial Information

Item 1. Financial Statements                                           3
Item 2. Management's Discussion and Analysis  of  Financial 
        Condition and Results of Operations                            9

Part II.  Other Information

Item 1. Legal Proceedings                                             13
Item 2. Changes in Securities and Use of Proceeds                     13
Item 3. Defaults Upon Senior Securities                               13
Item 4. Submission of Matters to a Vote of Security Holders           13
Item 5. Other Information                                             13
Item 6. Exhibits and Reports on Form 8-K                              13

Signatures                                                            14
                                
                                
<TABLE>
<CAPTION>                                
                                
                 ACCENT COLOR SCIENCES, INC.
                              
                  CONDENSED BALANCE SHEETS

                                       March 31,    December 31,
                                         1999           1998
                                      (unaudited)   
<S>                               <C>               <C>
Assets                                              
Current assets:                                     
     Cash and cash equivalents     $   918,369      $ 1,048,425
     Accounts receivable               849,328        1,321,782
     Inventories (Note 3)            2,660,489        2,269,016
     Prepaid expenses and other                     
       assets                          209,677          216,564
                                                    
          Total current assets       4,637,863        4,855,787
                                                    
Fixed assets, net                    1,852,161        1,933,043
Other assets, net                                   
                                        71,378           71,575
                                                    
          Total assets             $ 6,561,402      $ 6,860,405
                                                    
Liabilities and Shareholders'                       
Equity
Current liabilities:                                
     Obligations under capital      
       leases                      $    64,231       $   64,014
     Accounts payable                1,856,391          961,626
     Accrued expenses                  792,572          588,966
     Customer advances and deposits    260,000                -
     Deferred revenue                  595,000          595,000             
                                     
                                                    
          Total current liabilities  3,568,194        2,209,606               
                                     
                                                    
Obligation under capital leases          5,737           23,116
Long-term debt, net of discount      2,268,644        2,235,593
(Note 5)
Other long-term liabilities            590,927          601,759              

          Total non-current
            liabilities              2,865,308        2,860,468
                                                    
Shareholders' equity:                               
  Preferred stock, no par value,                 
    500,000 shares authorized, 2,735                       
    and 3,500 shares issued and
    outstanding  (Note 4)            2,383,116        3,049,691

  Common stock, no par value,                    
    35,000,000 shares authorized,                                  
    14,614,314 and 12,841,881
    shares issued and outstanding   47,022,179       46,355,604
    Accumulated deficit            (49,277,395)     (47,614,964)                
                                     
                                                    
       Total shareholders'equity       127,900        1,790,331               
                               
                                                    
       Total liabilities and                    
        shareholders' equity      $  6,561,402    $   6,860,405
                                                    
                              
</TABLE>
                              
                              
The accompanying notes are an integral part of these financial statements.
                    
<TABLE>
<CAPTION>                                  
                     ACCENT COLOR SCIENCES, INC.
           CONDENSED STATEMENTS OF OPERATIONS  (UNAUDITED)

                                  
                                          
                            Three months ended March 31,
                                  1999          1998
<S>                            <C>           <C>
Revenue (Note 2)               $ 2,249,498    $ 916,733
                               
Costs and expenses:                           
    Costs of production          2,144,306    1,628,047
    Research and development       951,830    1,478,947
    Marketing, general and                           
      administrative               723,241      909,342
                                              
                                 3,819,377    4,016,336
                                              
Other (income) expense:                       
     Interest expense               97,814        7,783
     Interest income                (5,262)     (32,014)          
                                    92,552      (24,231)
                                              
Net loss                        (1,662,431)  (3,075,372)            
                                
                                              
Imputed dividend on preferred                 
stock (Note 4)                           -     (920,000)
                                              
Net loss applicable to common               
stock                          $(1,662,431) $(3,995,372)
                                              
                                              
Net loss (basic & diluted) per              
common share                   $      (.12) $      (.33)
                                              
Weighted average common shares                
  Outstanding                   13,759,120   11,993,188               
                                
</TABLE>
                                              
The accompanying notes are an integral part of these financial statements.     
                                  
<TABLE>
<CAPTION>                                  
                                  
                     ACCENT COLOR SCIENCES, INC.
           CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)

                                  
                                         
                           Three months ended March 31,
                                   1999           1998
<S>                          <C>             <C>
Cash flows from operating                    
activities:
  Net loss before imputed                 
   dividend                   $(1,662,431)    $(3,075,372)
  Adjustments to reconcile                   
  net loss to net cash used in
  operating activities:                    
      Depreciation and       
      amortization                305,963         288,321
      (Gain) loss on disposal 
      of fixed assets                (300)         13,453
  Changes in assets and                      
  liabilities:
      Accounts receivable         472,454        (183,218)
      Inventories                (391,473)       (572,976)
      Prepaid expenses and    
       other assets                  6,887          47,512
      Accounts payable and    
       accrued expenses          1,098,371         167,122
      Customer advances and   
       deposits                    260,000         (47,280)
      Deferred revenue                   -         102,800
      Other long-term                        
       liabilities                 (10,832)         49,357
                                             
  Net cash provided by                   
 (used in) operating           
  activities                        78,639      (3,210,281)
                                             
Cash flows from investing                    
activities:
  Purchases of fixed assets       (191,533)         (9,982)          
                                              
  Net cash used in                      
  investing activities            (191,533)         (9,982)
                                             
Cash flows from financing                    
activities:
  Payment of capital lease    
  obligations                      (17,162)        (15,747)
  Proceeds from exercise of   
  options & warrants                     -          44,625
  Net proceeds from issuance                 
  of preferred
  stock through offerings                  
  and conversion of debt                 -       3,921,038
                                             
  Net cash provided by                  
 (used in) financing           
  activities                       (17,162)      3,949,916
                                             
Net increase           
(decrease) in cash and cash
equivalents                       (130,056)        729,653
                                             
Cash and cash                       
equivalents at beginning of  
period                           1,048,425       4,005,563
                                             
Cash and cash        
equivalents at end of period   $   918,369    $  4,753,216
                                             
</TABLE>
                                             
The accompanying notes are an integral part of these financial statements.     

<TABLE>
<CAPTION>
                                
                                
                           ACCENT COLOR SCIENCES, INC.
             CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
                                        
                                                                 
                                                                 
                         Common Stock            Preferred Stock        Accumulated
                     Shares         Amount      Shares    Amount          Deficit         Total
                                                                               
<S>                <C>          <C>            <C>       <C>             <C>             <C>
December 31, 1997  11,989,855   $45,114,633         -    $        -      $(37,845,111)   $ 7,269,522
Proceeds from 
  sale                      -             -     4,500     3,921,037                 -      3,921,037
Exercise of       
 options               37,500        44,625         -             -                 -         44,625 
Conversion of                                                                  
 Series B          
 Preferred
 Stock                814,526       871,346    (1,000)     (871,346)                -              -
Warrants issued   
 with debt                  -       325,000         -             -                 -        325,000
Net loss before                                                       
 imputed dividend           -             -         -             -        (9,769,853)    (9,769,853)
                                                                                   
December 31, 1998  12,841,881    46,355,604     3,500     3,049,691       (47,614,964)     1,790,331
                                                                                
Conversion of                                                                  
 Series B         
 Preferred Stock    1,772,433       666,575      (765)     (666,575)                -              -
Net loss                    -             -         -             -        (1,662,431)    (1,662,431)
                                                                               
March 31, 1999    14,614,314     $47,022,179    2,735   $ 2,383,116      $(49,277,395)   $   127,900
(unaudited)                                                   
                                                                              


   The accompanying notes are an integral part of these financial statements.
                                
                                
                    ACCENT COLOR SCIENCES, INC.

               NOTES TO CONDENSED FINANCIAL STATEMENTS
                                
                                
1.   Interim Condensed Financial Statements
In  the  opinion  of  the  Company,  the  accompanying  unaudited
condensed   financial   statements   contain   all   adjustments,
consisting  only  of normal recurring adjustments,  necessary  to
present  fairly its financial position as of March 31,  1999  and
the  results  of operations and cash flows for the  three  months
ended  March  31, 1999 and 1998.  The December 31,  1998  balance
sheet  has  been  derived  from the Company's  audited  financial
statements  at  that  date.  These  interim  condensed  financial
statements  should  be  read  in  conjunction  with  Management's
Discussion and Analysis and financial statements included in  the
Company's Annual Report on Form 10-K for the year ended  December
31, 1998.

The  results of operations for the three months ended  March  31,
1999 are not necessarily indicative of the results to be expected
for the full year.

2. Summary of Significant Accounting Policies
Significant  accounting policies followed in the  preparation  of
these financial statements are as follows:

Use of Estimates
The  preparation  of  financial  statements  in  conformity  with
generally  accepted accounting principles requires management  to
make  estimates and assumptions that affect the reported  amounts
of assets and liabilities and disclosure of contingent assets and
liabilities  at  the  date of the financial  statements  and  the
reported  amounts of revenues and expenses during  the  reporting
period.  Actual results could differ from those estimates.

Revenue Recognition
Revenue  is  generally  recognized upon  product  shipment.   The
Company  has  established warranty policies that, under  specific
conditions,  enable  customers to return products.   The  Company
provides  reserves  for  potential  returns  and  allowances  and
warranty  costs  at  the time of revenue recognition.   Prior  to
October  1,  1998, the Company did not have adequate  information
and  experience  to  estimate potential returns,  allowances  and
warranty costs, and accordingly, revenue resulting from Truecolor
Systems  was  deferred  until the end  of  the  warranty  period.
During the fourth quarter of 1998, the Company concluded that it
had   adequate  warranty  information  and  experience  to  begin
recognizing  revenue upon the shipment of systems to its  primary
OEM  customer.   The Company will continue to  defer  revenue  on
shipments  to  its  second  OEM customer  until  systems  are  in
production and are past the warranty period or until the  Company
has adequate warranty history with that product.

3.   Inventories
Inventories consist of the following:
                                       March 31,         December 31,
                                         1999                1998
                                             
  Raw materials and components      $  1,541,274        $  1,185,529         
  Work-in-process                        329,980             299,271
  Finished goods                         789,235             784,216    
                               
                                    $  2,660,489        $  2,269,016

4.   Shareholders' Equity
In  December 1997, the Company's Board of Directors designated  a
series  of  4,500  shares of the Company's previously  authorized
preferred stock, no par value per share, to be designated as  the
Series  B  Convertible Preferred Stock ("Series  B  Stock").   On
January 13, 1998 the Company completed a private equity financing
providing  net  proceeds  to the Company  of  $3.9  million.   In
connection with the financing, the Company issued 4,500 shares of
Series  B  Stock at a price of $1,000 per share and  warrants  to
purchase  the  Company's common stock.  The warrants  issued  are
exercisable into 300,000 shares of common stock with an  exercise
price  of  $2.75  and  an expiration date  of  January  9,  2003.
Additionally, warrants exercisable into 115,385 shares of  common
stock  with an exercise price of $2.50 and an expiration date  of
January  9, 2003 were issued to the placement agent for  services
provided.  In connection with the sale of the units, the  Company
agreed  to register the common stock issuable upon the conversion
of the Series B Stock and the execution of the warrants.

The  Series B Stock, no par value per share, is convertible  into
such  number  of  shares  of common stock  as  is  determined  by
dividing  the  stated value ($1,000) of each share  of  Series  B
Stock (as such value is increased by an annual premium of 6%)  by
the then current conversion price of the Series B Stock (which is
determined, generally, by reference to 85% of the average of  the
closing  market  price  of  the  common  stock  during  the  five
consecutive  trading  days  immediately  preceding  the  date  of
determination)  subject to certain restrictions and  adjustments.

The  Series B Stock has voting rights as defined in the Company's
Certificate of Incorporation, bears no dividends and ranks senior
to  the Company's common stock and Series A Preferred Stock.   In
the  event  of  any voluntary or involuntary liquidation  of  the
Company,  the Series B holders shall be entitled to a liquidation
preference  equal  to  the stated value of  the  stock  plus  the
accrued  premium  through the date of final  distribution.   Upon
occurrence  of specific events, as defined in the agreement,  the
holder  may redeem the Series B Stock for cash or shares  at  the
option  of the Company.  The Company also has optional redemption
rights.

The  Company initially reserved 6,300,000 shares of common  stock
for  issuance pursuant to the conversion of the Series  B  Stock.
This  number of shares represented an estimate based on  200%  of
the  number  of common shares that would have been issuable  upon
conversion with an exercise price of $1.875 per share (4,800,000)
plus 1,500,000 shares issuable under the terms of the Certificate
of Designation in the event of certain failures by the Company to
comply with various provisions thereof, including maintaining its
common  stock  listing on the NASDAQ Stock Market.  In  addition,
415,385  shares  of  common  stock,  subject  to  adjustments  in
accordance  with  the terms of each warrant,  were  reserved  for
issuance  pursuant  to  the exercise of  the  warrants  described
above.

On  August 10, 1998 and March 22, 1999, pursuant to the terms  of
the  Certificate  of Designation and approval  by  the  Board  of
Directors, the Company increased the number of reserved shares of
common  stock  for issuance upon the conversion of the  Series  B
Stock by 2,567,652 and 3,833,699 shares, respectively.  This  was
done  because the reserved amount had fallen below  135%  of  the
number of shares of common stock issuable upon conversion of  the
then outstanding shares of Series B Stock.  As of March 31, 1999,
there  were  10,114,392  shares  of  common  stock  reserved  for
issuance pursuant to the conversion of the remaining 2,735 shares
of  Series B Stock issued and outstanding.  The actual number  of
shares issuable upon conversion could be materially less or  more
than this number depending on factors that cannot be predicted by
the  Company.   The number of shares issuable upon conversion  is
dependent on the market price of the common stock at the time  of
the  conversion.  As of March 31, 1999, 1,765 shares of Series  B
Stock had been converted into 2,586,959 shares of common stock at
an average conversion price of $.79 per share.

The  Company's  common stock was delisted from the  NASDAQ  Stock
Market  effective  March  17, 1999 as  the  Company  was  not  in
compliance with NASDAQ's minimum bid price and net tangible asset
level.   Consequently,  each holder of  the  Company's  Series  B
Convertible  Preferred Stock has the right, beginning  March  31,
1999,  to  require the Company to redeem such holder's shares  of
Series  B  Preferred  Stock,  in  cash  or, at the Company's
option, in common  stock,  at  a redemption price specified in
the  Company's  Certificate  of Incorporation. The Company is not
aware that  any  such  holder intends to require such redemption, but 
cannot predict what  eachholder  may elect to require.  In the event a 
holder of Series  B Preferred  Stock  were to demand redemption at a  
time when the Company's resources are insufficient to redeem such holder's
shares,  the  rights of such holder would include  the  right  to
receive  interest  at  the annual rate of 24%  on  the  defaulted
payment amount.

5.   Subsequent Event
On  April  30,  1999, in an effort to retain key  personnel,  the
Board  of Directors approved an increase in the number of  shares
of   common  stock  available  under  the  Company's  1995  Stock
Incentive Plan from 2,000,000 shares to 4,000,000 shares and  the
issuance of options respecting 1,942,500 shares under the Plan to
active  employees and directors of Accent Color  Sciences  at  an
exercise  price of $.22 per share, the fair market  value  as  of
that  date.  This amendment is, and indirectly substantially  all
of   such  options  are,  subject  to  shareholder  approval   in
accordance with the terms of the Plan.


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

Results of Operations

Quarter Ended March 31, 1999 compared to Quarter Ended March 31,
1998.

Total  Net  Sales.   The Company currently  sells  its  Truecolor
system  with a 90-day warranty, which starts when the printer  is
installed  at  the end-user customer site. Prior to  the  quarter
ended  December 31, 1998, the Company deferred revenue on printer
shipments until the end of the 90-day warranty period. During the
quarter ended December 31, 1998, the Company, in accordance  with
its  revenue recognition policy on printer sales, concluded that
it  had adequate warranty experience to begin recognizing revenue
upon  shipment  of  printers  to its primary  OEM  customer.  The
Company will continue to defer revenue on shipments to its second
OEM  customer  until systems are in production and are  past  the
warranty  period  or  until  the Company  has  adequate  warranty
history with that customer.  As of March 31, 1999 the Company had
deferred  revenue  of  $595,000  related  to  Truecolor   Systems
shipped.   Total net sales were $2,249,000 for the  three  months
ended  March  31, 1999 compared to $917,000 for the three  months
ended March 31, 1998. Printer sales represented 80% of total  net
sales  for the three months ended March 31, 1999 while  sales  of
consumables and spare parts represented 20%.

Printers.   Printer sales were $1,809,000 for  the  three  months
ended  March  31, 1999 compared to $493,000 for the three  months
ended March 31, 1998.  In the first quarter of 1998, revenue from
printer  shipments  was deferred until the end  of  the  warranty
period,  which resulted in revenue recognition on a  total  of  5
printers.  Sales for the first three months of 1999 reflected the
shipment of 14 new systems and 1 system upgrade.

As  of  March  31,  1999, the Company's backlog consisted  of  41
systems, 2 system upgrades and consumables totaling $5,339,000.

Consumables  and Spare Parts Sales.  Consumables and spare  parts
sales  were  $440,000 for the three months ended March  31,  1999
compared to $424,000 for the three months ended March 31, 1998.

Costs  of  Production.  Costs of production  increased  32%  from
$1,628,000  for  the  three  months  ended  March  31,  1998   to
$2,144,000  for  the  three months ended March  31,  1999.   This
increase was attributed to the cost of goods sold related to  the
increased sales of printers totaling $1,069,000 and was offset by
a  decrease in the cost of goods sold for consumables and  spares
totaling   $50,000,  reduced  payroll  costs  of   $386,000   and
reductions in other production related costs totaling $64,000.

Research  and  Development  Expenses.  Research  and  development
expenses primarily consist of the cost of personnel and equipment
needed to conduct the Company's research and development efforts,
including   manufacturing  prototype   systems.    Research   and
development expenses decreased 36% from $1,479,000 for the  three
months  ended  March 31, 1998 to $952,000 for  the  three  months
ended  March 31, 1999 as the Company directed its efforts  toward
production and market development with less significant  emphasis
on  research  and  development.  The  decrease  in  research  and
development was primarily attributed to three major factors:  (i)
a  reduction in payroll and related costs due to the reduction in
personnel, (ii) a reduction in design and development costs  paid
to  Spectra associated with the development of ink jet printheads
for  the  enhanced wide-head version of the Truecolor  Model  HC2
system  and (iii) a decrease in materials and supplies associated
with research and development activities.

Marketing,   General  and  Administrative  Expenses.   Marketing,
general  and administrative expenses decreased 20% from  $909,000
for  the  three months ended March 31, 1998 to $723,000  for  the
three  months ended March 31, 1999.  This decrease was  primarily
due  to  a  reduction in payroll related costs due  to  headcount
reductions in addition to a decrease in professional and  outside
service costs. These items were offset by an increase of $130,000
resulting  from  the reclassification of service  related  costs.
Service   costs,  consisting  primarily  of  customer   technical
support,  were  classified as costs of  production  during  1998,
while  in  1999,  such  costs are now  classified  as  marketing,
general and administrative.

Interest  Expense  and Other (Income) Expense.  Interest  expense
increased from $8,000 for the three months ended March  31,  1998
to  $98,000  for  the three months ended March  31,  1999.   This
increase   was   attributed  to  interest   and   debt   discount
amortization on the IBM loan which was obtained by the Company in
July  1998. Interest income decreased from $32,000 for the  three
months ended March 31, 1998 to $5,000 for the three months  ended
March  31, 1999.  This decrease in interest income was attributed
to a greater amount of cash available for investment in the first
quarter of 1998 due to the private equity financing completed  in
January 1998.

Liquidity and Capital Resources
The  Company's  need  for funding has continued  from  period  to
period  as  it  has  increased its marketing, sales  and  service
efforts,  continued its research and development  activities  for
the enhancement of Truecolor systems and increased production  of
Truecolor  systems.  To  date,  the  Company  has  financed   its
operations through customer payments, borrowings and the sale  of
equity securities.

Operating  activities consumed $3.2 million in  cash  during  the
first  quarter of 1998 compared to $79,000 in cash provided  from
operations  during the first quarter of 1999.  This  decrease  in
cash  utilized was primarily attributed to a decrease in the  net
loss of the Company, an increase in payments from customers and a
slowdown in the payment of accounts payable.

Capital expenditures increased from $10,000 for the quarter ended
March  31, 1998 to $192,000 for the quarter ended March 31, 1999.
Capital  expenditures during the first quarter of 1999  primarily
reflected  acquisitions  of equipment to  support  the  Company's
value  engineering  activities. The Company  has  no  significant
capital expenditure commitments at March 31, 1999.

On March 11, 1999, the Company completed a reduction of personnel
to  align  its expenses with current sales demand.  In connection
with  this  reduction, the Company eliminated  19  positions  and
recorded   a   charge  of  approximately  $61,000  for   employee
severance.  Of the total reduction, approximately 37% was in  the
area  of operations, 53% in research and development and  10%  in
marketing, general and administrative.

As  of  March 31, 1999, the Company's primary source of liquidity
was  cash  and cash equivalents totaling $918,000. Based  on  the
current  operating plan of the Company, the primary  requirements
for  cash through the remainder of 1999 will be to fund operating
losses, marketing and sales efforts, commercial production of the
enhanced  Truecolor  System  and  the  further  development   and
enhancement  of  the Company's products. The Company's  currently
planned research and development activities are focused on  value
engineering to improve system profit margin and developing higher
resolution  ink  jet  printing  and  other  enhancements  to  the
Truecolor Systems.

Based on its current operating plan, the Company anticipates that
additional financing will be required to fund its operations  and
capital  expenditures during the second half of 1999.  Management
is  currently in discussions with potential investors  to  obtain
such  funding and, in  the  meantime, is  continuing  tight  cost
controls.  The Company's currently anticipated levels of  revenue
and  cash  flow are subject to many uncertainties and  cannot  be
assured. The amount of funds required by the Company will  depend
on  many  factors, including the extent and timing  of  sales  of
Truecolor  Systems, product costs, engineering and  customer  and
technical   support   requirements.  The  inability   to   obtain
additional  financing  and  to  generate  sufficient  cash   from
operations  could  require the Company  to  reduce  or  eliminate
expenditures   for  research  and  development,   production   or
marketing of its products, or otherwise to curtail or discontinue
its  operations.  The Company expects that quarterly  net  losses
will continue through at least the fourth quarter of 1999.


Year 2000
Year 2000 Compliance. The information presented below related  to
year 2000 compliance contains forward-looking statements that are
subject  to risks and uncertainties. The Company's actual results
may  differ  significantly from the results discussed  below  and
elsewhere in this Form 10-Q regarding Year 2000 compliance.

Year  2000  Issue  Defined. The Year 2000 ("Y2K")  issue  is  the
result  of  certain computer hardware, operating system  software
and software application programs having been developed using two
digits      rather     than     four     digits     to     define
a  year.  For  example the clock circuit in the hardware  may  be
incapable  of holding a date beyond the year 1999; some operating
systems recognize a date using "00" as the year 1900 rather  than
2000  and  certain applications may have limited date  processing
capabilities. These problems could result in the failure of major
systems  or miscalculations, which could have material impact  on
companies  through  business interruption or shutdown,  financial
loss, damage to reputation, and legal liability to third parties.

State  of Readiness. The Company's Information Technology  ("IT")
department began addressing the Y2K issue in 1996 as we evaluated
the  purchase of new software applications and hardware  systems.
During the fourth quarter of 1996, IT researched methodologies to
manage the Y2K program and established a process that matched the
resources available within the Company. The initial step  in  the
process  was  to organize a team of both IT and non-IT  employees
and  explain their roles in the process. The second step  of  the
process  was  to  establish an inventory of all  potential  areas
where the Y2K problem could exist. The inventory included; server
hardware  (BIOS),  server operating systems,  server  application
software,  network  device  hardware and  software,  PC  hardware
(BIOS),  PC  operating  systems, PC application  software,  phone
system,  security system, the Company's products  (hardware  BIOS
and software), and our vendors. Each area listed in the inventory
was  assigned  to  a  team  member to evaluate  the  current  Y2K
compliance and where required, recommend a solution correct a Y2K
problem. A database was created for all items to track the status
to completion. All IT systems, except the phone system, have been
updated to be Y2K complaint. The phone system will be updated  in
second  quarter, 1999. During second quarter 1999, we  will  test
the  compliance  of  primary software applications  in  our  test
environment to confirm that vendor statements are consistent with
our test results.

Accent   Color  Sciences  Products.  The  Company   designs   and
manufactures  high-speed color printing systems  for  integration
with digital high-speed black on white printers. The Company  has
tested and confirmed that the printer's BIOS are compliant  where
required.  Software that operates on the printer has been  tested
and  is  confirmed to be Y2K compliant. Future software  releases
will   include  as  part  of  the  software  regression  test   a
reconfirmation that the software remains Y2K compliant.

Third Party Relationships. The Company's business operations  are
heavily dependent on third party materials suppliers. The Company
is  working  with  all key external partners to identify  and  to
mitigate  the  potential risks of Y2K. The  failure  of  external
parties  to  resolve their own Y2K issues, in  a  timely  manner,
could result in a material financial risk to the Company. As part
of the overall Y2K program, the Company is actively communicating
with  third parties through correspondence. Because the Company's
Y2K compliance is dependant on the timely Y2K compliance of third
parties,  there  can be no assurance that the  Company's  efforts
alone will resolve all Y2K issues.

Contingency  Plans. The Company has not conducted its  assessment
of  the  reasonably  likely worst case  scenario  of  systems  or
product  failures and their related consequences. It is  expected
that  the planned testing of IT systems and the completed testing
of the Company's product testing will greatly reduce the need for
substantial   contingency  planning.  Contingency  planning,   if
required, would begin in third quarter, 1999.

Costs to Address Year 2000 Issues. The Y2K costs incurred to date
have  not  been  material. Most software applications,  BIOS  and
operating  system  upgrades to Y2K compliance  were  incorporated
into the Company's standard licensing agreements. As part of  the
contingency planning effort we will examine additional  potential
Y2K costs, where applicable.

Forward-Looking Statements
The foregoing statements and analysis contain forward-looking
statements and information including information with respect to
the Company's plans and strategy for its business.  Such forward-
looking statements are made pursuant to the "safe harbor"
provisions of Section 21E of the Securities Exchange Act of 1934,
as amended, which were enacted as part of the Private Securities
Litigation Reform Act of 1995.  Forward-looking statements
contained in the foregoing analysis include marketing, revenue
and expenditure expectations, and other strategies and
anticipated events. Without limiting the foregoing, the words
"believes", "anticipates", "plans", "expects" and similar
expressions are intended to identify forward-looking statements.
There are a number of important factors that could cause actual
events or the Company's actual results to differ materially from
those indicated by such forward-looking statements.  These factors include,
without limitation, (i) the level of customer acceptance of the Company's
products; (ii) the ability of the Company to raise capital
sufficient to support its business plan; (iii) the dependence of
the Company on third party suppliers for certain key technology
elements; (iv) the dependence of the Company on third party
marketing, distribution and support, including the control by the
Company's OEM customers over the timing of the introduction of
its products and the need for the Company to complete and satisfy
extensive testing requirements of its products on a timely basis;
(v) the potential fluctuations in the Company's quarterly results
of operations; and (vi) the ability of the Company to identify
and remediate significant internal Year 2000 problems and ensure
that corrective action, if necessary, is being taken by the
Company's customers and suppliers.  Further information on
factors that could cause actual results to differ from those
anticipated is detailed in the Company's Annual Report on Form 10-
K for 1998 as filed with the Securities and Exchange Commission.
Any forward-looking information contained herein should be
considered in light of these factors.

Part II.  Other Information

Item 1.  Legal Proceedings

The Company is not a party to any material legal proceedings.

Item 2.  Changes in Securities and Use of Proceeds

None.

Item 3.  Defaults Upon Senior Securities

None.

Item 4.  Submission of Matters to a Vote of Security Holders
None.

Item 5.  Other Information
None.

Item 6.  Exhibits and Reports on Form 8-K
(a)  Exhibits

Exhibit 27 - Financial data schedule

(b)  Reports filed on Form 8-K
There  were no reports on Form 8-K filed during the quarter ended
March 31, 1999.

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

                                   ACCENT COLOR SCIENCES, INC.
   
   
   Dated     May 14, 1999          By /s/ Charles E. Buchheit
                                     Charles E. Buchheit
                                     President and Chief Executive Officer
   
   
                                   By /s/ Tracy L. Hubert
                                      Tracy L. Hubert
                                      Acting Chief Financial Officer
                                     (Principal Financial and
                                      Accounting Officer)






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