U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC  20549


                                    FORM 10-C


                 Report by Issuer of Securities Quoted on Nasdaq
                 Inter-Dealer Quotation System Filed Pursuant to
                Section 13 or 15(d) of the Securities Exchange Act
                  of 1934 an Rules 13a-17 and 15d-17 Thereunder


                          BALTIC INTERNATIONAL USA, INC.
                  (Exact Name or Issuer as Specified in Charter)

           1990 Post Oak Boulevard, Suite 1630, Houston, Texas 77056
                     (Address of Principal Executive Offices)

                                (713) 961-9299
               (Issuer's Telephone Number, Including Area Code)


                 I.  CHANGE IN NUMBER OF SHARES OUTSTANDING

Indicate any change (increase or decrease) of 5% or more in the number of 
shares outstanding:

1.	Title of Security:                               Common Stock
2.	Number of shares outstanding before the change:		6,007,315				
3.	Number of shares outstanding after the change:			6,711,582				
4.	Effective date of change:				                    May 1996 through July 1996
5.	Method of change:

Specify method (such as merger, acquisition, exchange, distribution, stock 
split, reverse split, acquisition of stock for treasury, etc.)

     	Original Issuances											

Give brief description of transaction: 	Between May 1996 and July 1996, an 
aggregate of 10,000 shares were issued in capital raising transactions not 
involving a public offering. In addition, 236,668 shares were issued for 
services rendered, 151,386 shares were issued upon conversion of outstanding 
shares of the Company's Series B Convertible Redeemable Preferred Stock 
and 306,213 shares were issued upon conversion of an outstanding convertible 
note.			

                          II.  CHANGE IN NAME OF ISSUER
1.	Name prior to change										
2.	Name after change											
3.	Effective date of charter amendment changing name							
4.	Date of shareholder approval of change, if required							


Date:		July 24, 1996											       /s/ James W. Goodchild
      ---------------------------     ---------------------------------------  
						                                JAMES W. GOODCHILD, Chief Operating and
						                                   Financial Officer