As filed with the Securities and Exchange Commission on December 2, 1997
                                                     Registration No. 333-1210

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, DC  20549

                      Post Effective Amendment No. 1 to
                                    FORM S-8
                          REGISTRATION STATEMENT
                      UNDER THE SECURITIES ACT OF 1933


                       BALTIC INTERNATIONAL USA, INC.
            (Exact name of Registrant as specified in its charter)


           TEXAS                                         76-0336843
     (State or other jurisdiction of                   (IRS Employer
     incorporation or organization)                 Identification Number)


     1990 Post Oak Blvd., Suite 1630                  Robert L. Knauss
     Houston, Texas 77056-3813                 Baltic International USA, Inc.
     (713) 961-9299                            1990 Post Oak Blvd., Suite 1630
     (Address, including zip code, and            Houston, Texas 77056-3813
     telephone number, including                       (713) 961-9299
     area code, of registrant's            (Name, address, including zip code,
     principal executive offices)             and telephone number, including
                                              area code, of agent for service)


                            1992 EQUITY INCENTIVE PLAN
                             (Full title of the plan)


                                    COPY TO:
                              Norman T. Reynolds, Esq.
                       Bowersox, Herron & Williamson, L.L.P.
                              5005 Riverway, Suite 160
                                Houston, Texas 77056
                                Phone (281) 820-5050

<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
    Title of                                 Proposed Maximum     Proposed Maximum     Amount of 
    Securities To Be       Amount Being       Offering Price       Aggregate         Registration
    Registered              Registered (1)      Per Share (2)    Offering Price (2)      Fee (2)
<S>                         <C>                   <C>              <C>                 <C>
Common Stock, par value 
  $0.01 per share            1,500,000             $0.422           $633,000            $218
   TOTAL                     1,500,000                  -           $633,000            $218 (3)
</TABLE>

(1)  Pursuant to Rule 416 under the Securities Act of 1933, as amended, 
     the number of shares of the issuer's Common Stock registered hereunder 
     will be adjusted in the event of stock splits, stock dividends or 
     similar transactions.

(2)  Estimated solely for the purpose of calculating the amount of the 
     registration fee pursuant to Rule 457(h), on the basis of the average 
     of the high and low prices of the Common Stock reported by Nasdaq on 
     December 1, 1997.

(3)  Filing fees of $885.45 were previously paid.





                                      PART II
                       INFORMATION NOT REQUIRED IN PROSPECTUS


Item 3.  Incorporation of Documents by Reference

     The following documents filed by Baltic International USA. Inc. 
("Company" or "Registrant") with the Securities and Exchange Commission 
are incorporated herein by reference:

     1.  The Company's latest annual report filed pursuant to Section 
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended 
("Exchange Act"), or, either (i) the Company's latest prospectus filed 
pursuant to Rule 424(b) under the Securities Act of 1933, as amended 
("Securities Act") that contains audited financial statements for the 
Company's latest fiscal year for which such statements have been filed 
or (ii) the Company's effective Registration Statement on Form 10 filed 
under the Exchange Act containing audited financial statements for the 
Company's latest fiscal year.

     2.  All other reports filed pursuant to Section 13(a) or 15(d) 
of the Exchange Act since the end of the fiscal year covered by the 
annual report or the prospectus referred to in (1) above.

     3.  The description of the Common Stock that is contained in a 
registration statement or amendment thereto filed under Section 12 of 
the Exchange Act, including any amendment or report filed for the 
purpose of updating such description.

     All documents subsequently filed by the Registrant pursuant to 
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the 
filing of a post-effective amendment to the Registration Statement which 
indicates that all shares of common stock offered have been sold or 
which deregisters all of such shares then remaining unsold, shall be 
deemed to be a part hereof from the date of filing of such documents.

Item 6.  Indemnification of Directors and Officers

     The Restated Articles of Incorporation of the Company ("Restated 
Articles") provide for indemnification of Directors and Officers in 
accordance with the Texas Business Corporation Act.  Article Nine of the 
Restated Articles provides as follows:

     A director of the Corporation shall not be personally liable to 
the Corporation or its stockholders for monetary damages for breach of 
fiduciary duty as a director, except for liability (i) for any breach of 
the director's duty of loyalty to the Corporation or its stockholders, 
(ii) for acts or omissions not in good faith or which involve 
intentional misconduct or a knowing violation of law, (iii) under 
Article 2.41 under the Texas Business Corporation Act, or (iv) for any 
transaction from which the director derived an improper personal 
benefit, whether or not the benefit resulted from an action taken in the 
person's official capacity.

     Article Eight of the Restated Articles provides as follows:

     A.  The Corporation shall indemnify any person who was or is a 
party or is threatened to be made a party to any threatened, pending, or 
completed action, suit or proceedings, whether civil, criminal, 
administrative, or investigative (other than an action by or in the 
right of the Corporation) by reason of the fact that he is or was a 
director, officer, employee or agent of the Corporation, or is or was 
serving at the request of the Corporation as a director, officer, 
employee or agent of another corporation, partnership, joint venture, 
trust or other enterprise, against expenses (including attorneys' fees), 
judgments, fines and amounts paid in settlement, actually and reasonably 
incurred by him in connection with such action, suit or proceeding, if 
he acted in good faith and in a manner he reasonably believed to be in 
or not opposed to the best interests of the Corporation, and, with 
respect to any criminal action or proceeding, had no reasonable cause to 
believe his conduct was unlawful.  The termination of any action, suit, 
or proceeding by judgment, order, settlement, conviction or upon a plea 
of nolo contendere or its equivalent, shall not, of itself, create a 
presumption that the person did not act in good faith and in a manner 
which he reasonably believed to be in or not opposed to the best 
interest of the Corporation, and, with respect to any criminal action or 
proceedings, had reasonable cause to believe that his conduct was 
unlawful.

     B.  The Corporation shall indemnify any person who was or is a 
party or is threatened to be made a party to any threatened, pending or 
completed action or suit by or is or was a director, officer, employee 
or agent of the Corporation, or is or was serving at the request of the 
Corporation as a director, officer, employee or agent of another 
corporation, partnership, joint venture, trust or other enterprise 
against expenses (including attorneys' fees) actually and reasonably 
incurred by him in connection with the defense or settlement of such 
action or suit if he acted in good faith and in a manner he reasonably 
believed to be in or not opposed to the best interests of the 
Corporation and except that no indemnification shall be made in respect 
of any claim, issue, or matter as to which such person shall have been 
adjudged to be liable to the Corporation unless and only to the extent 
that the court in which such action or suit was brought shall determine 
upon application that, despite the adjudication of liability but in view 
of all the circumstances of the case, such person is fairly and 
reasonably entitled to indemnity for such expenses which such court 
shall deem proper.

     C.  To the extent that a director, officer, employee or agent of 
the Corporation has been successful on the merits or otherwise in 
defense of any action, suit or proceedings referred to in A and B, or in 
defense of any claim, issue or matter therein, he shall be indemnified 
against expenses (including attorney's fees) actually and reasonably 
incurred by him in connection therewith.

     D.  Any indemnification under paragraphs A and B of this Article 
Eight (unless ordered by a court) shall b e made by the Corporation only 
as authorized in the specific case upon a determination that 
indemnification of the director, officer, employee or agent is proper in 
the circumstances because he has met the applicable standard of conduct 
set forth in paragraphs A and B.  Such determination shall be made (1) 
by the Board of Directors by a majority vote of a quorum consisting of 
directors who were not parties to such action, suit or proceeding, or 
(2) if such a quorum is not obtainable, or, even if obtainable, a quorum 
of disinterested directors so directs, by independent legal counsel in a 
written opinion, or (3) by a majority of the stockholders.

     E.  Expenses incurred in defending a civil or criminal action, 
suite or proceeding shall be paid by the Corporation in advance of the 
final disposition of such action, suit or proceeding as authorized by 
the Board of Directors upon receipt of an undertaking by or on behalf of 
the director, officer, employee or agent to repay such amount if it 
shall ultimately be determined that he is not entitled to be indemnified 
by the Corporation as authorized in this Article Eight.

     F.  The indemnification and advancement of expenses provided by, 
or granted pursuant to, the other paragraphs of this Article shall not 
be deemed exclusive of any other rights to which those seeking 
indemnification or advancement of expenses may be entitled under any by-
law, agreement, vote of stockholders or disinterested directors or 
otherwise, both as to action in his official capacity and as to action 
in another capacity while holding such office.

     G.  The Corporation shall have the power to purchase and 
maintain insurance on behalf of any person who is or was a director, 
officer, employee or agent of the Corporation, or is or was serving at 
the request of the Corporation as a director, officer, employee or agent 
of another corporation, partnership, joint venture, trust or other 
enterprise against any liability asserted against him and incurred by 
him in any such capacity, or arising out of his status as such, whether 
or not the Corporation would have the power to indemnify him against 
such liability under the provisions of this Article Eight.

     H.  For purposes of this Article Eight, references to the 
"Corporation" shall include, in addition to the resulting Corporation, 
any constituent corporation (including any constituent of a constituent) 
absorbed in a consolidation or merger which, if its separate existence 
had continued, would have had power and authority to indemnify its 
directors, officers, and employees or agents, so that any person who is 
or was a director, officer, employee or agent of such constituent 
corporation, or is or was serving at the request of such constituent 
corporation as a director, officer, employee or agent of another 
corporation, partnership, joint venture, trust or other enterprise, 
shall stand in the same position under the provisions of this Article 
Eight with respect to the resulting or surviving corporation as he would 
have with respect to such constituent corporation if its separate 
existence had continued.

     I.  For purposes of this Article Eight, references to "other 
enterprises" shall include employee benefit plans; references to "fines" 
shall include any excise taxes assessed on a person with respect to an 
employee benefit plan; and references to "serving at the request of the 
Corporation" shall include any service as a director, officer, employee 
or agent of the Corporation which imposes duties on, or involves 
services by, such director, officer, employee or agent with respect to 
an employee benefit plan, its participants or beneficiaries; and a 
person who acted in good faith and in a manner he reasonably believed to 
be in the interest of the participants and beneficiaries of an employee 
benefit plan shall be deemed to have acted in a manner "not opposed to 
the best interests of the Corporation" as referred to in this Article 
Eight.

     J.  The indemnification and advancement of expenses provided by, 
or ranted pursuant to, this Article Eight shall, unless otherwise 
provided when authorized or ratified, continue as to a person who has 
ceased to be a director, officer, employee or agent and shall inure to 
the benefit of the heirs, executors and administrators of such a person.

     The foregoing discussion of the Company's Restated Articles and of 
the Texas Business Corporation Act is not intended to be exhaustive and 
is qualified in its entirety by such Restated Articles and statutes, 
respectively.

Item 8.  Exhibits

     The following exhibits are filed as part of this Registration 
Statement:

Exhibit No.     Identification of Exhibit

 4.1 (2)        - Common Stock Specimen
 5.1 (1)        - Opinion Regarding Legality
10.3 (1)        - 1992 Equity Incentive Plan
23.1 (1)        - Consent of Counsel (included in Exhibit 5.1)
23.2 (1)        - Consent of Arthur Andersen


(1)  Filed herewith.

(2)  Previously filed as an exhibit to the Company's Registration 
Statement on Form SB-2 (No. 33-74654-D), as amended, and 
incorporated herein by reference thereto.

Item 9.  Undertakings

         (a)  The undersigned Registrant hereby undertakes:

              (1)  To file, during any period in which offers or sales are 
                   being made, a post-effective amendment to this registration 
                   statement:

                   i.  To include any prospectus required by Section 10(a)(3) 
                       of the Securities Act;

                  ii.  To reflect in the prospectus any facts or events 
                       arising after the effective date of the registration 
                       statement (or the most recent post-effective amendment 
                       thereof) which, individually or in the aggregate, 
                       represent a fundamental change in the information set 
                       forth in the registration statement; and

                 iii.  To include any material information with respect to the 
                       plan of distribution not previously disclosed in the 
                       registration statement or any material change to such 
                       information in the  registration statement.

                       Provided, however, that paragraphs (a)(1)(i) and 
                       (ii) do not apply if the registration statement is 
                       on Form S-8, and the information required to be 
                       included in a post-effective amendment by those 
                       paragraphs is contained in periodic reports filed 
                       with or furnished to the Commission by the 
                       registrant pursuant to Section 13 or 15(d) of the 
                       Exchange Act that are incorporated by reference in 
                       the registration statement.

              (2)  That, for the purpose of determining any liability under 
                   the Securities Act, each such post-effective amendment 
                   shall be deemed to be a new registration statement 
                   relating to the securities offered therein, and the 
                   offering of such securities at that time shall be deemed 
                   to be the initial bona fide offering thereof.

              (3)  To remove from registration by means of a post-effective 
                   amendment any of the securities being registered which 
                   remain unsold at the termination of the offering.

         (b)  The undersigned Registrant hereby undertakes that, for 
purposes of determining liability under the Securities Act, each filing 
of the Registrant's annual report pursuant to Section 13(a) or 15(d) of 
the Exchange Act (and, where applicable, each filing of an employee 
benefit plan's annual report pursuant to Section 15(d) of the Exchange 
Act) that is incorporated by reference in the registration statement 
shall be deemed to be a new registration statement relating to the 
securities offered therein, and the offering of such securities at that 
time shall be deemed to be the initial bona fide offering thereof.

         (c)  Insofar as indemnification for liabilities arising under the 
Securities Act may be permitted to directors, officers and controlling 
persons of the Registrant pursuant to the provisions described in Item 6 
above, or otherwise, the Registrant has been advised that in the opinion 
of the Securities and Exchange Commission such indemnification is 
against public policy as expressed in the Securities Act and is, 
therefore, unenforceable.  In the event that a claim for indemnification 
against such liabilities (other than the payment by the Registrant of 
expenses incurred or paid by a director, officer or controlling person 
of the Registrant in the successful defense of any action, suit or 
proceeding) is asserted by such director, officer or controlling person 
in connection with the securities being registered, the Registrant will, 
unless in the opinion of its counsel the matter has been settled by 
controlling precedent, submit to a court of appropriate jurisdiction the 
question whether such indemnification by it is against public policy as 
expressed in the Securities Act and will be governed by the final 
adjudication of such issue.

                                         5


                                    SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the 
Registrant certifies that it has reasonable grounds to believe that it 
meets all of the requirements for filing on Form S-8 and authorized this 
Registration Statement to be signed on its behalf by the undersigned, 
thereunto duly authorized, in the City of Houston, State of Texas, on 
the 1st day of December, 1997.

                                    BALTIC INTERNATIONAL USA, INC.

                                    By  /s/ Robert L. Knauss
                                        --------------------------------
                                        ROBERT L. KNAUSS, Chairman of 
                                          the Board and Chief Executive 
                                          Officer
                         ____________________________
     Pursuant to the requirements of the Securities Act of 1933, this 
Registration Statement has been signed below by the following persons in 
the capacities and on the dates indicated:

Signature          Title     Date


/s/ Robert L. Knauss      Chairman of the Board and Chief   December 1, 1997
-----------------------
ROBERT L. KNAUSS            Executive Officer (Principal
                            Executive Officer)


/s/ James W. Goodchild    President and Chief Operating     December 1, 1997
-----------------------
JAMES W. GOODCHILD            Officer and Director 


/s/ David A. Grossman     Chief Financial Officer and       December 1, 1997
-----------------------
DAVID A. GROSSMAN           Corporate Secretary (Principal
                            Financial and Accounting Officer)

/s/ Homi M. Davier        Director                          December 1, 1997
-----------------------
HOMI M. DAVIER


/s/ Paul R. Gregory       Director                          December 1, 1997
-----------------------
PAUL R. GREGORY


/s/ Adolf af Jochnick     Director                          December 1, 1997
-----------------------
ADOLF af JOCHNICK


/s/ Jonas af Jochnick     Director                          December 1, 1997
-----------------------
JONAS af JOCHNICK


/s/ Juris Padegs          Director                          December 1, 1997
-----------------------
JURIS PADEGS


/s/ Ted Reynolds          Director                          December 1, 1997
-----------------------
TED REYNOLDS


/s/ Morris A. Sandler     Director                          December 1, 1997
-----------------------
MORRIS A. SANDLER



















                                  Exhibit 5.1





                              NORMAN T. REYNOLDS
                               Attorney at Law
                           5005 Riverway, Suite 160
                            Post Office Box 131326
                            Houston, TX 77219-1326
                           Telephone (281) 820-5050
                              Fax (713) 355-2250

                               December 1, 1997


Baltic International USA, Inc.
1990 Post Oak Blvd., Suite 1630
Houston, Texas 77056

     Re:  Baltic International USA, Inc.
          Registration Statement on Form S-8

Gentlemen:

     I have acted as counsel for Baltic International USA, Inc. (the Company") 
in connection with the registration by the Company of 1,500,000 shares of its 
common stock, par value $0.01 per share (the "Securities"), as contemplated by 
the Company's Registration Statement on Form S-8 filed on the date hereof with 
the Securities and Exchange Commission (the "Commission") under the Securities 
Act of 1933, as amended.

     In connection therewith, I have examined, among other things, the 
Articles of Incorporation and Bylaws of the Company, the corporate proceedings 
of the Company with respect to the issuance and registration of the 
Securities, the Registration Statement, certificates of public officials, 
statutes and other instruments and documents, as a basis for the opinions 
expressed herein.

     Based upon and subject to the foregoing, and upon such other matters as 
I have determined to be relevant, I am of the opinion that:

    1.  The Company is a corporation duly organized, validly existing, and in 
good standing under the laws of the State of Texas.

    2.  All of the Securities, upon issuance and delivery thereof, will be 
validly issued, fully paid and nonassessable.

     I hereby consent to the filing of this opinion with the Commission as an 
exhibit to the Registration Statement.

                                          Very truly yours,

                                          /s/ Norman T. Reynolds
                                          Norman T. Reynolds




















                                  Exhibit 10.3



                           1992 EQUITY INCENTIVE PLAN


1.     PURPOSE

     The purpose of this Equity Incentive Plan (the "Plan") is to 
advance the interests of Baltic International USA, Inc. (the "Company") 
by enhancing its ability to attract and retain employees and other 
persons or entities who are in a position to make significant 
contributions to the success of the Company through ownership of shares 
of the Company's common stock ("Stock").

     The Plan is intended to accomplish these goals by enabling the 
Company to grant Awards in the form of Options all as more fully 
described below.

2.     ADMINISTRATION

     The Plan will be administered by the Board of Directors of the 
Company (the "Board").  The Board will have authority, not inconsistent 
wit the express provisions of the Plan and in addition to other 
authority granted under the Plan, to (a) grant Awards at such time or 
times as it may choose; (b) determine the size of each Award, including 
the number of shares of Stock subject to the Award; (c) determine the 
type or types of each Award; (d) determine the terms and conditions of 
each Award; (e) waive compliance by a Participant (as defined below) 
with any obligations to be performed by the Participant under an Award 
and waive any term or condition of an Award; (f) amend or cancel an 
existing Award in whole or in part ( and if an award is cancelled, grant 
another Award in its place on such terms as the Board shall specify), 
except that the Board may not, without the consent of the holder of an 
Award, take any action under this clause with respect to such Award if 
such action would adversely affect the rights of such holder; (g) 
prescribe the form or forms of instruments that are required or deemed 
appropriate under the Plan, including any written notices and elections 
required of Participants, and change such forms from time to time; (h) 
adopt, amend and rescind rules and regulations for the administration of 
the Plan; and (i) interpret the Plan and decide any questions and settle 
all controversies and disputes that may arise in connection the Plan.  
Such determination and actions of the Board, and all other 
determinations and actions of the Board made or taken under authority 
granted be any provision of the Plan, will be conclusive and will bind 
all parties.  Nothing in this paragraph shall be construed as limiting 
the power of the Board to make adjustments under Section 7.3 or Section 
8.6.

     The Board may, in its discretion, delegate some or all of its 
powers with respect to the Plan to a committee (the "Committee"), in 
which event all references (as appropriate) to the Board hereunder shall 
be deemed to refer to the Committee.  The Committee, if one is 
appointed, shall consist of at least two directors.  A majority of the 
members of the Committee shall constitute a quorum, and all 
determinations of the Committee shall be made by a majority of its 
members.  Any determination of the Committee under the Plan may be made 
without notice or meeting of the Committee by a writing signed by a 
majority of the Committee members.  On and after registration of the 
Stock under the Securities Exchange Act of 1934 (the "1934 Act"), the 
Board shall delegate the power to select directors and officers to 
receive Awards under the Plan and the timing, pricing and amount of such 
Awards to a committee, all members of which shall be disinterested 
persons with the meaning of Rule 16B-3 under the 1934 Act.

3.     EFFECTIVE DATE AND TERM OF PLAN

     The Plan will become effective on the date on which it is approved 
by the stockholders of the Company.  Grants of the Awards under the plan 
may be made prior to that date (but after Board adoption of the Plan), 
subject to such approval of the Plan.

     No Award may be granted under the Plan after September 30, 2002 
but Awards previously granted may extend beyond that date.

4.     SHARES SUBJECT TO THE PLAN

     Subject to the adjustment as provided in Section 8.6 below, the 
aggregate number of shares of Stock that may be delivered under the Plan 
will be 1,500,000.  If any Award requiring exercise by the Participant 
for delivery of Stock terminates without having been exercised in full, 
or if any Award payable in Stock or cash is satisfied in cash rather 

                                       1

than Stock, the number of shares of Stock as to which such Award was not 
exercised or for which cash was substituted will be available for future 
grants.

     Stock delivered under the Plan may be either authorized by 
unissued Stock or previously issued Stock acquired by the Company and 
held in treasury.  No fractional shares of Stock will be delivered under 
the Plan.

5.     ELIGIBILITY AND PARTICIPATION

     Those eligible to receive Awards under the Plan ("Participants") 
will be persons in the employ of the Company ("Employees") and other 
persons or entities (including without limitation non-Employee directors 
of the Company) who, in the opinion of the Board, are in a position to 
make a significant contribution to the success of the Company.

6.     TYPES OF AWARDS
     
     6.1     Options

          (a)     Nature of Options.  An Option is an Award entitling 
the recipient on exercise thereof to purchase Stock at a specified 
exercise price.

                  Both "incentive stock options," as defined in Section 
422 of the Internal Revenue Code of 1986, as amended (the "Code") (any 
Option intended to quality as an incentive stock option being 
hereinafter referred to as an "ISO"), and Options that are not incentive 
stock options, may be granted under the Plan.  ISOs shall be awarded 
only to Employees.

          (b)     Exercise Price.  The exercise price of an Option will 
be determined by the Board subject to the following:

                  (1)     The exercise price of an ISO shall not be less 
than 100% (110% in the case of an ISO granted to a ten-percent 
shareholder) of the fair market value of the Stock subject to the 
Option, determined as of the time the Option is granted.  A "ten-percent 
shareholder" is any person who at the time of grant owns, directly or 
indirectly, or is deemed to own by reason of the attribution rules of 
section 424(d) of the Code, stock possessing more than 10% of the total 
combined voting power of all classes of stock of the Company or of any 
of its subsidiaries.

                  (2)     In no case may the exercise price paid for Stock 
which is part of an original issue of authorized Stock be less than 60% 
of the fair market value of the stock subject to the Option, determined 
as of the time the Option is granted.

                  (3)     The Board may reduce the exercise price of an 
Option at any time after the time of grant, but in the case of an Option 
originally awarded as an ISO, only with the consent of the Participant.

          (c)     Duration of Options.  The latest date on which an 
Option may be exercised will be the seventh anniversary (third 
anniversary, in the case of an ISO granted to a ten-percent shareholder) 
of the day immediately preceding the date the Option was granted, or 
such earlier date as may have been specified by the Board at the time 
the Option was granted.

          (d)     Exercise of Options.  An Option will become 
exercisable at such time or times, and on such conditions, as the Board 
may specify.  The Board may at any time accelerate the time at which all 
or any part of the Option may be exercised.

                 Any exercise of an Option must be in writing, signed 
by the proper person and delivered or mailed to the Company, accompanied 
by (1) any documents required by the Board and (2) payment in full in 
accordance with paragraph (e) below for the number of shares for which 
the Option is exercised.

          (e)     Payment for Stock.  Stock purchased on exercise of an 
Option must be paid for as follows:  (1) in cash or by check (acceptable 
to the Company in accordance with guidelines established for this 
purpose), bank draft or money order payable to the order of the Company 
or (2) if so permitted by the instrument evidencing the Option (or in 
the case of an Option which is not an ISO, by the Board at or after 
grant of the Option), (i) through the 

                                       2

delivery of shares of Stock which 
have been outstanding for at least six months (unless the Board 
expressly approves a shorter period) and which have a fair market value 
on the last business day preceding the date of exercise equal to the 
exercise price, or (ii) by delivery of a promissory note of the Option 
holder to the Company, payable on such terms as are specified by the 
Board, or (iii) by delivery of an unconditional and irrevocable 
undertaking by a broker to delivery promptly to the Company sufficient 
funds to pay the exercise price, or (iv) by any combination of the 
permissible forms of payment; provided, that if the Stock delivered upon 
exercise of the Option is an original issue of authorized Stock, at 
least so much of the exercise price as represents the par value of such 
Stock must be paid other than by the Option holder's personal check or 
promissory note.

          (f)     Discretionary Payments.  If the market price of shares 
of Stock subject to an Option exceeds the exercise price of the Option 
at the time of its exercise, the Board may cancel the Option and cause 
the Company to pay in cash or in shares of Common Stock (at a price per 
share equal to the fair market value per share) to the person exercising 
the Option an amount equal to the difference between the fair market 
value of the Stock which would have been purchased pursuant to the 
exercise (determined on the date the Option is cancelled) and the 
aggregate exercise price which would have been paid.  The Board may 
exercise its discretion to take such action only if it has received a 
written request from the person exercising the Option, but such a 
request will not be binding on the Board.

     6.2     Loans and Supplemental Grants.

          (a)     Loans.  The Company may make a loan to a Participant 
("Loan"), either on the date of or after the grant of any Award to the 
Participant.  A Loan may be made either in connection with the purchase 
of Stock under the Award or with the payment of any Federal, state and 
local income tax with respect to income recognized as a result of the 
Award.  The Board will have full authority to decide whether to make a 
Loan, including the interest rate (which may be zero), whether the Loan 
is to be secured or unsecured or with or without recourse against the 
borrower, the terms on which the Loan is to be repaid and the 
conditions, if any, under which it may be forgiven.  However, no Loan 
may have a term (including extensions) exceeding ten years in duration.

          (b)     Supplemental Grants.  In connection with any Award, 
the Board may at the time such Award is made or at a later date, provide 
for and grant a cash award to the Participant ("Supplemental Grant") not 
to exceed an amount equal to (1) the amount of any federal, state and 
local income tax on ordinary income for which the Participant may be 
liable with respect to the Award, determined by assuming taxation at the 
highest marginal rate, plus (2) an additional amount on a grossed-up 
basis intended to make the Participant whole on an after-tax basis after 
discharging all the Participant's income tax liabilities arising from 
all payments under this Section 6.  Any payment under this subsection 
(b) will be made at the time the Participant incurs Federal income tax 
liability with respect to the Award.

7.     EVENTS AFFECTING OUTSTANDING AWARDS

     7.1     Death.  If a Participant dies, the following will apply:

          (a)     All Options and Stock Appreciation Rights held by the 
Participant immediately prior to death, to the extent then exercisable, 
may be exercised by the Participant's executor or administrator or the 
person or persons to whom the Option or Right is transferred by will or 
the applicable laws of descent and distribution, at any time within the 
one year period ending with the first anniversary of the Participant's 
death (or such shorter or longer period as the Board may determine), and 
shall thereupon terminate.  In no event, however, shall an Option or 
Stock Appreciation Right remain exercisable beyond the latest date on 
which it could have been exercised without regard to this Section 7.  
Except as otherwise determined by the Board, all Options and Stock 
Appreciation Rights held by a Participant immediately prior to death 
that are not then exercisable shall terminate at death.

          (b)     Except as otherwise determined by the board, all 
Restricted stock held by the Participant must be transferred to the 
Company (and, in the event the certificates representing such Restricted 
Stock are held by the Company, such Restricted Stock will be so 
transferred without any further action by the Participant) in accordance 
with Section 6.3 above.

          (c)     Any payment or benefit under a Deferred Stock Award, 
Performance Award, or Supplemental Grant to which the Participant was 
not irrevocably entitled prior to death will be forfeited and the Award 
cancelled as of the time of death, unless otherwise determined by the 
Board.

                                       3

     7.2     Termination of Service (Other Than By Death).  If a 
Participant who is an Employee ceases to be an Employee for any reason 
other than death, or if there is a termination (other than be reason of 
death) of the consulting, service or similar relationship in respect of 
which a non-Employee Participant was granted an Award hereunder (such 
termination of the employment or other relationship being hereinafter 
referred to as a "Status Change"), the following will apply:

          (a)     Except as otherwise determined by the Board, all 
Options and Stock Appreciation Rights held by the Participant that were 
not exercisable immediately prior to the Status Change shall terminate 
at the time of the Status Change.  Any Options or Rights that were 
exercisable immediately prior to the Status Change will continue to be 
exercisable for a period of three months or such longer period as the 
Board may determine), and shall thereupon terminate, unless the Award 
provides by its terms for immediate termination in the event of a Status 
Change or unless the Status Change results from a discharge for cause 
which in the opinion of the Board casts such discredit on the 
Participant as to justify immediate termination of the Award.  In no 
event, however, shall an Option or Stock appreciation Right remain 
exercisable beyond the latest date on which it could have been exercised 
without regard to this Section 7.  For purposes of this paragraph, in 
the case of a Participant who is an Employee, a Status Change shall not 
be deemed to have resulted by reason of (i) a sick leave or other bona 
fide leave of absence approved for purposes of the Plan by the Board, so 
long as the Employee's right to reemployment is guaranteed either by 
statute or by contract, or (ii) a transfer of employment between the 
Company and a subsidiary or between subsidiary, or to the employment of 
a corporation (or a parent or subsidiary corporation of such 
corporation) issuing or assuming an option in a transaction to which 
section 424(a) of the Code applies.

          (b)     Except as otherwise determined by the Board, all 
Restricted Stock held by the Participant at the time of the Status 
Change must be transferred to the Company (and, in the event the 
certificates representing such Restricted Stock are held by the Company, 
such Restricted Stock will be so transferred without any further action 
by the Participant) in accordance with Section 6.3 above.

          (c)     Any payment or benefit under a Deferred Stock Award, 
Performance Award, or Supplemental Grant to which the Participant was 
not irrevocably entitled prior to the Status Change will be forfeited 
and the Award cancelled as of the date of such Status Change unless 
otherwise determined by the Board.

     7.3     Certain Corporate Transactions.  In the event of a 
consolidation or merger in which the Company is not the surviving 
corporation or which results in the acquisition of substantially all the 
Company's outstanding Stock by a single person or entity or by a group 
of persons and/or entities acting in concert, or in the event of the 
sale or transfer of substantially all the Company's assets or a 
dissolution of liquidation of the Company (a "covered transaction"), all 
outstanding Awards will terminate as of the effective date of the 
covered transaction, and the following rules shall apply:

          (a)     Subject to paragraphs (b) and (c) below, the Board may 
in its sole discretion, prior to the effective date of the covered 
transaction, (1) make each outstanding Option and Stock Appreciation 
Right exercisable in full, (2) remove the restrictions from each 
outstanding share of Restricted Stock, (3) cause the Company to make any 
payment and provide any benefit under each outstanding Deferred Stock 
Award, Performance Award, and Supplemental Grant which would have been 
made or provided with the passage of time had the transaction not 
occurred and the Participant not suffered a Status Change (or died), and 
(4) forgive all or any portion of the principal of or interest on a 
Loan.

          (b)     If an outstanding Award is subject to performance or 
other conditions (other than conditions relating to the mere passage of 
time and continued employment) which will not have been satisfied at the 
time of the covered transaction, the Board may in its sole discretion 
remove such conditions.  If it does not do so, however, such Award will 
terminate as of the date of the covered transaction notwithstanding 
paragraph (a) above.

          (c)     With respect to an outstanding Award held by a 
participant who, following the covered transaction, will be employed by 
or otherwise providing services to a corporation which is a surviving or 
acquiring corporation in such transaction or an affiliate of such a 
corporation, the Board may, in lieu of the action described in paragraph 
(a) above, arrange to have such surviving or acquiring corporation or 
affiliate grant to the Participant a replacement award which, in the 
judgment of the Board, is substantially equivalent to the Award.

                                       4

8.     GENERAL PROVISIONS

     8.1     Documentation of Awards.  Awards may be evidenced by such 
written instruments, if any, as may be prescribed by the Board from time 
to time.  Such instruments may be in the form of agreements to be 
executed by both the Participant and the Company, or certificates, 
letters or similar instruments, which need not be executed by the 
Participant but acceptance of which will evidence agreement to the terms 
thereof.

     8.2     Rights as a Stockholder, Dividend Equivalents.  Except as 
specifically provided by the Plan, the receipt of an Award will not give 
a Participant rights as a stockholder; the participant will obtain such 
rights, subject to any limitations imposed by the Plan or the instrument 
evidencing the Award, upon actual receipt of Stock.  However, the Board 
may, on such conditions as it deems appropriate, provide that a 
Participant will receive a benefit in lieu of cash dividends that would 
have been payable on any or all Stock subject to the Participant's Award 
had such Stock been outstanding.  Without limitation, the Board may 
provide for payment to the Participant of amounts representing such 
dividends, either currently or in the future, or for the investment of 
such amounts on behalf of the Participant.

     8.3     Conditions on Delivery of Stock.  The Company will not be 
obligated to deliver any shares of Stock pursuant to the Plan or to 
remove restriction from shares previously delivered under the Plan (a) 
until all conditions of the Award have been satisfied or removed, (b) 
until, in the opinion of the Company's counsel, all applicable federal 
and state laws and regulation have been complied with, (c) if the 
outstanding Stock is at the time listed on any stock exchange, until the 
shares to be delivered have been listed or authorized to be listed on 
such exchange upon official notice of notice of issuance, and (d) until 
all other legal matters in connection with the issuance and delivery of 
such shares have been approved by the Company's counsel.  If the sale of 
Stock has not been registered under the Securities Act of 1933, as 
amended, the Company may require, as a condition to exercise of the 
Award such representations or agreements as counsel for the Company may 
consider appropriate to avoid violation of such Act and may require that 
the certificates evidencing such Stock bear an appropriate legend 
restricting transfer.

          If an Award is exercised by the Participant's legal 
representative, the Company will be under no obligation to deliver Stock 
pursuant to such exercise until the Company is satisfied as to the 
authority of such representative.

     8.4     Tax Withholding.  The Company will withhold from any cash 
payment made pursuant to an Award an amount sufficient to satisfy all 
federal, state and local withholding tax requirements (the "withholding 
requirements").

          In the case of an Award pursuant to which Stock may be 
delivered, the Board will have the right to require that the participant 
or other appropriate person remit to the Company an amount sufficient to 
satisfy the withholding requirements, or make other arrangements 
satisfactory to the Board with regard to such requirements, prior to the 
delivery of any Stock.  If and to the extent that such withholding is 
required, the board may permit the Participation or such other person to 
elect at such time and in such manner as the Board provides to have the 
Company hold back from the shares to be delivered, or to deliver to the 
Company, Stock having a value calculated to satisfy the withholding 
requirement.

          If at the time an ISO is exercised the Board determines that 
the Company could be liable for withholding requirements with respect to 
a disposition of the Stock received upon exercise, the Board may require 
as a condition of exercise that the person exercising the ISO agree (a) 
to inform the Company promptly of any disposition (within the meaning of 
section 424(c) of the Code) of Stock received upon exercise, and (b) to 
give such security as the Board deems adequate to meet the potential 
liability of the Company for the withholding requirements and to augment 
such security from time to time in any amount reasonably deemed 
necessary by the Board to preserve the adequacy of such security.

     8.5     Nontransferability of Awards.  No Award (other than an Award 
in the form of an outright transfer of cash or Unrestricted Stock) may 
be transferred other than by will or by the laws of descent and 
distribution, and during an employee's lifetime an Award requiring 
exercise may be exercised only by the Participant (or in the event of 
the Participant's incapacity, the person or persons legally appointed to 
act on the Participant's behalf).

                                       5

     8.6     Adjustments in the Event of Certain Transactions.

          (a)     In the event of a stock dividend, stock split or 
combination of shares, recapitalization or other change in the Company's 
capitalization, or other distribution to common stockholders other than 
normal cash dividends, after the effective date of the Plan, the Board 
will make any appropriate adjustments to the maximum number of shares 
that may be delivered under the Plan under Section 4 above.

          (b)     In any event referred to in paragraph (a), the Board 
will also make any appropriate adjustments to the number and kind of 
shares of stock and securities subject to Awards then outstanding or 
subsequently granted, any exercise prices relating to Awards and any 
other provision of Award affected by such change.  The Board may also 
make such adjustments to take into account material changes in law or in 
accounting practices or principals, mergers, consolidations, 
acquisitions, dispositions or similar corporate transactions, or any 
other event, if it is determined by the Board that adjustments are 
appropriate to avoid distortion in the operation of the Plan.

     8.7     Employment Rights, Etc.  Neither the adoption of the Plan 
nor the grant of Awards will confer upon any person any right to 
continued retention by the Company or any subsidiary as an Employee or 
otherwise, or affect in any way the right of the Company or subsidiary 
to terminate an employment, service or similar relationship at any time.  
Except as specifically provided by the Board in any particular case, the 
loss of existing or potential profit Awards granted under the Plan will 
not constitute an element of damages in the event of termination of an 
employment, service or similar relationship even if the termination is 
in violation of an obligation of the Company to the Participant.

     8.8     Deferral of Payments.  The Board may agree at any time, upon 
request of the Participant, to defer the date on which any payment under 
an Award will be made.

     8.9     Past Services as Consideration.  Where a Participant 
purchases Stock under an Award for a price equal to the par value of the 
Stock the Board may determine that such price has been satisfied by past 
services rendered by the Participant.

9.     EFFECT, DISCONTINUANCE, CANCELLATION, AMENDMENT AND TERMINATION

     Neither adoption of the Plan nor the grant of Awards to a 
Participant will affect the Company's right to grant to such Participant 
awards that are not subject to the Plan, to issue to such Participant 
Stock as a bonus or otherwise, or to adopt other plans or arrangements 
under which Stock be issued to Employees.

     The Board may at any time or times amend the Plan or any 
outstanding Award for any purpose which may at the time be permitted by 
law, or may at any time terminate the Plan as to any further grants of 
Awards, provided that (except to the extent expressly required or 
permitted by the Plan) no such amendment will, without the approval of 
the stockholders of the Company, effectuate a change for which 
stockholder approval is required in order for the plan to continue to 
qualify for the award of ISOs under section 422 of the Code and to 
continue to qualify under Rule 16b-3 promulgated under Section 16 of the 
1934 Act.

10.     SECURITIES MATTERS

     (a)     The Company shall be under no obligation to effect the 
registration pursuant to the Securities Act of any shares of Common 
Stock to be issued hereunder or to effect similar compliance under any 
state laws.  Notwithstanding anything herein to the contrary, the 
Company shall not be obligated to cause to be issued or delivered any 
certificates evidencing shares of Common Stock pursuant to the Plan 
unless and until the Company is advised by its counsel that the issuance 
and delivery of such certificates is in compliance with all applicable 
laws, regulations of governmental authority and the requirements of any 
securities exchange on which shares of Common Stock are traded.  The 
Committee may require, as a condition of the issuance and delivery of 
certificates evidencing shares of Common Stock pursuant to the terms 
hereof, that the recipient of such shares make such covenants, 
agreements and representations, and that such certificates bear such 
legends, as the Committee in its sole discretion, deems necessary or 
desirable.

     (b)     The exercise of any Option granted hereunder shall only be 
effective at such time as counsel to the Company shall have determined 
that the issuance and delivery of shares of Common Stock pursuant to 
such exercise is 

                                       6

in compliance with all applicable laws, regulations of 
governmental authorities and the requirements of any securities exchange 
on which shares of Common Stock are traded.  The Company may, in its 
sole discretion, defer the effectiveness of any exercise of an Option 
granted hereunder in order to allow the issuance of shares of Common 
Stock pursuant thereto to be made pursuant to registration or an 
exemption from registration or other methods for compliance available 
under federal or state securities laws.  The Company shall inform the 
Participant in writing of its decision to defer the effectiveness of the 
exercise of an Option granted hereunder.  During the period that 
effectiveness of the exercise of an Option has been deferred, the 
Participant may, by written notice, withdraw such exercise and obtain 
the refund of any amount paid with respect thereto.


                                       7


















                                 Exhibit 23.2





                                                       Exhibit 23.2


CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


As independent public accountants, we hereby consent to the 
incorporation by reference in this registration statement of our report 
dated April 15, 1997 included in Baltic International USA, Inc.'s Form 
10-KSB for the year ended December 31, 1996, and to all references to 
our firm included in this registration statement.


/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP

Houston, Texas
December 1, 1997
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 53171}]
{"company-data": {"conformed-name": "BALTIC INTERNATIONAL USA INC", "cik": "0000918545", "assigned-sic": "4731", "irs-number": "760336843", "state-of-incorporation": "TX", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-41347", "film-number": "97731225"}, "business-address": {"street1": "1990 POST OAK BLVD", "street2": "SUITE 1630", "city": "HOUSTON", "state": "TX", "zip": "77056", "phone": "7139619299"}, "mail-address": {"street1": "1990 POST OAK BLVD", "street2": "SUITE 1630", "city": "HOUSTON", "state": "TX", "zip": "77056"}}
As filed with the Securities and Exchange Commission on December 2, 1997
                                                     Registration No. 333-1210

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, DC  20549

                      Post Effective Amendment No. 1 to
                                    FORM S-8
                          REGISTRATION STATEMENT
                      UNDER THE SECURITIES ACT OF 1933

                       BALTIC INTERNATIONAL USA, INC.
            (Exact name of Registrant as specified in its charter)

           TEXAS                                         76-0336843
     (State or other jurisdiction of                   (IRS Employer
     incorporation or organization)                 Identification Number)

     1990 Post Oak Blvd., Suite 1630                  Robert L. Knauss
     Houston, Texas 77056-3813                 Baltic International USA, Inc.
     (713) 961-9299                            1990 Post Oak Blvd., Suite 1630
     (Address, including zip code, and            Houston, Texas 77056-3813
     telephone number, including                       (713) 961-9299
     area code, of registrant's            (Name, address, including zip code,
     principal executive offices)             and telephone number, including
                                              area code, of agent for service)

                            1992 EQUITY INCENTIVE PLAN
                             (Full title of the plan)

                                    COPY TO:
                              Norman T. Reynolds, Esq.
                       Bowersox, Herron & Williamson, L.L.P.
                              5005 Riverway, Suite 160
                                Houston, Texas 77056
                                Phone (281) 820-5050
CALCULATION OF REGISTRATION FEE
    Title of                                 Proposed Maximum     Proposed Maximum     Amount of 
    Securities To Be       Amount Being       Offering Price       Aggregate         Registration
    Registered              Registered (1)      Per Share (2)    Offering Price (2)      Fee (2)
Common Stock, par value 
  $0.01 per share            1,500,000             $0.422           $633,000            $218
   TOTAL                     1,500,000                  -           $633,000            $218 (3)
(1)  Pursuant to Rule 416 under the Securities Act of 1933, as amended, 
     the number of shares of the issuer's Common Stock registered hereunder 
     will be adjusted in the event of stock splits, stock dividends or 
     similar transactions.

(2)  Estimated solely for the purpose of calculating the amount of the 
     registration fee pursuant to Rule 457(h), on the basis of the average 
     of the high and low prices of the Common Stock reported by Nasdaq on 
     December 1, 1997.

(3)  Filing fees of $885.45 were previously paid.

                                      PART II
                       INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3.  Incorporation of Documents by Reference

     The following documents filed by Baltic International USA. Inc. 
("Company" or "Registrant") with the Securities and Exchange Commission 
are incorporated herein by reference:

     1.  The Company's latest annual report filed pursuant to Section 
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended 
("Exchange Act"), or, either (i) the Company's latest prospectus filed 
pursuant to Rule 424(b) under the Securities Act of 1933, as amended 
("Securities Act") that contains audited financial statements for the 
Company's latest fiscal year for which such statements have been filed 
or (ii) the Company's effective Registration Statement on Form 10 filed 
under the Exchange Act containing audited financial statements for the 
Company's latest fiscal year.

     2.  All other reports filed pursuant to Section 13(a) or 15(d) 
of the Exchange Act since the end of the fiscal year covered by the 
annual report or the prospectus referred to in (1) above.

     3.  The description of the Common Stock that is contained in a 
registration statement or amendment thereto filed under Section 12 of 
the Exchange Act, including any amendment or report filed for the 
purpose of updating such description.

     All documents subsequently filed by the Registrant pursuant to 
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the 
filing of a post-effective amendment to the Registration Statement which 
indicates that all shares of common stock offered have been sold or 
which deregisters all of such shares then remaining unsold, shall be 
deemed to be a part hereof from the date of filing of such documents.

Item 6.  Indemnification of Directors and Officers

     The Restated Articles of Incorporation of the Company ("Restated 
Articles") provide for indemnification of Directors and Officers in 
accordance with the Texas Business Corporation Act.  Article Nine of the 
Restated Articles provides as follows:

     A director of the Corporation shall not be personally liable to 
the Corporation or its stockholders for monetary damages for breach of 
fiduciary duty as a director, except for liability (i) for any breach of 
the director's duty of loyalty to the Corporation or its stockholders, 
(ii) for acts or omissions not in good faith or which involve 
intentional misconduct or a knowing violation of law, (iii) under 
Article 2.41 under the Texas Business Corporation Act, or (iv) for any 
transaction from which the director derived an improper personal 
benefit, whether or not the benefit resulted from an action taken in the 
person's official capacity.

     Article Eight of the Restated Articles provides as follows:

     A.  The Corporation shall indemnify any person who was or is a 
party or is threatened to be made a party to any threatened, pending, or 
completed action, suit or proceedings, whether civil, criminal, 
administrative, or investigative (other than an action by or in the 
right of the Corporation) by reason of the fact that he is or was a 
director, officer, employee or agent of the Corporation, or is or was 
serving at the request of the Corporation as a director, officer, 
employee or agent of another corporation, partnership, joint venture, 
trust or other enterprise, against expenses (including attorneys' fees), 
judgments, fines and amounts paid in settlement, actually and reasonably 
incurred by him in connection with such action, suit or proceeding, if 
he acted in good faith and in a manner he reasonably believed to be in 
or not opposed to the best interests of the Corporation, and, with 
respect to any criminal action or proceeding, had no reasonable cause to 
believe his conduct was unlawful.  The termination of any action, suit, 
or proceeding by judgment, order, settlement, conviction or upon a plea 
of nolo contendere or its equivalent, shall not, of itself, create a 
presumption that the person did not act in good faith and in a manner 
which he reasonably believed to be in or not opposed to the best 
interest of the Corporation, and, with respect to any criminal action or 
proceedings, had reasonable cause to believe that his conduct was 
unlawful.

     B.  The Corporation shall indemnify any person who was or is a 
party or is threatened to be made a party to any threatened, pending or 
completed action or suit by or is or was a director, officer, employee 
or agent of the Corporation, or is or was serving at the request of the 
Corporation as a director, officer, employee or agent of another 
corporation, partnership, joint venture, trust or other enterprise 
against expenses (including attorneys' fees) actually and reasonably 
incurred by him in connection with the defense or settlement of such 
action or suit if he acted in good faith and in a manner he reasonably 
believed to be in or not opposed to the best interests of the 
Corporation and except that no indemnification shall be made in respect 
of any claim, issue, or matter as to which such person shall have been 
adjudged to be liable to the Corporation unless and only to the extent 
that the court in which such action or suit was brought shall determine 
upon application that, despite the adjudication of liability but in view 
of all the circumstances of the case, such person is fairly and 
reasonably entitled to indemnity for such expenses which such court 
shall deem proper.

     C.  To the extent that a director, officer, employee or agent of 
the Corporation has been successful on the merits or otherwise in 
defense of any action, suit or proceedings referred to in A and B, or in 
defense of any claim, issue or matter therein, he shall be indemnified 
against expenses (including attorney's fees) actually and reasonably 
incurred by him in connection therewith.

     D.  Any indemnification under paragraphs A and B of this Article 
Eight (unless ordered by a court) shall b e made by the Corporation only 
as authorized in the specific case upon a determination that 
indemnification of the director, officer, employee or agent is proper in 
the circumstances because he has met the applicable standard of conduct 
set forth in paragraphs A and B.  Such determination shall be made (1) 
by the Board of Directors by a majority vote of a quorum consisting of 
directors who were not parties to such action, suit or proceeding, or 
(2) if such a quorum is not obtainable, or, even if obtainable, a quorum 
of disinterested directors so directs, by independent legal counsel in a 
written opinion, or (3) by a majority of the stockholders.

     E.  Expenses incurred in defending a civil or criminal action, 
suite or proceeding shall be paid by the Corporation in advance of the 
final disposition of such action, suit or proceeding as authorized by 
the Board of Directors upon receipt of an undertaking by or on behalf of 
the director, officer, employee or agent to repay such amount if it 
shall ultimately be determined that he is not entitled to be indemnified 
by the Corporation as authorized in this Article Eight.

     F.  The indemnification and advancement of expenses provided by, 
or granted pursuant to, the other paragraphs of this Article shall not 
be deemed exclusive of any other rights to which those seeking 
indemnification or advancement of expenses may be entitled under any by-
law, agreement, vote of stockholders or disinterested directors or 
otherwise, both as to action in his official capacity and as to action 
in another capacity while holding such office.

     G.  The Corporation shall have the power to purchase and 
maintain insurance on behalf of any person who is or was a director, 
officer, employee or agent of the Corporation, or is or was serving at 
the request of the Corporation as a director, officer, employee or agent 
of another corporation, partnership, joint venture, trust or other 
enterprise against any liability asserted against him and incurred by 
him in any such capacity, or arising out of his status as such, whether 
or not the Corporation would have the power to indemnify him against 
such liability under the provisions of this Article Eight.

     H.  For purposes of this Article Eight, references to the 
"Corporation" shall include, in addition to the resulting Corporation, 
any constituent corporation (including any constituent of a constituent) 
absorbed in a consolidation or merger which, if its separate existence 
had continued, would have had power and authority to indemnify its 
directors, officers, and employees or agents, so that any person who is 
or was a director, officer, employee or agent of such constituent 
corporation, or is or was serving at the request of such constituent 
corporation as a director, officer, employee or agent of another 
corporation, partnership, joint venture, trust or other enterprise, 
shall stand in the same position under the provisions of this Article 
Eight with respect to the resulting or surviving corporation as he would 
have with respect to such constituent corporation if its separate 
existence had continued.

     I.  For purposes of this Article Eight, references to "other 
enterprises" shall include employee benefit plans; references to "fines" 
shall include any excise taxes assessed on a person with respect to an 
employee benefit plan; and references to "serving at the request of the 
Corporation" shall include any service as a director, officer, employee 
or agent of the Corporation which imposes duties on, or involves 
services by, such director, officer, employee or agent with respect to 
an employee benefit plan, its participants or beneficiaries; and a 
person who acted in good faith and in a manner he reasonably believed to 
be in the interest of the participants and beneficiaries of an employee 
benefit plan shall be deemed to have acted in a manner "not opposed to 
the best interests of the Corporation" as referred to in this Article 
Eight.

     J.  The indemnification and advancement of expenses provided by, 
or ranted pursuant to, this Article Eight shall, unless otherwise 
provided when authorized or ratified, continue as to a person who has 
ceased to be a director, officer, employee or agent and shall inure to 
the benefit of the heirs, executors and administrators of such a person.

     The foregoing discussion of the Company's Restated Articles and of 
the Texas Business Corporation Act is not intended to be exhaustive and 
is qualified in its entirety by such Restated Articles and statutes, 
respectively.

Item 8.  Exhibits

     The following exhibits are filed as part of this Registration 
Statement:

Exhibit No.     Identification of Exhibit

 4.1 (2)        - Common Stock Specimen
 5.1 (1)        - Opinion Regarding Legality
10.3 (1)        - 1992 Equity Incentive Plan
23.1 (1)        - Consent of Counsel (included in Exhibit 5.1)
23.2 (1)        - Consent of Arthur Andersen

(1)  Filed herewith.

(2)  Previously filed as an exhibit to the Company's Registration 
Statement on Form SB-2 (No. 33-74654-D), as amended, and 
incorporated herein by reference thereto.

Item 9.  Undertakings

         (a)  The undersigned Registrant hereby undertakes:

              (1)  To file, during any period in which offers or sales are 
                   being made, a post-effective amendment to this registration 
                   statement:

                   i.  To include any prospectus required by Section 10(a)(3) 
                       of the Securities Act;

                  ii.  To reflect in the prospectus any facts or events 
                       arising after the effective date of the registration 
                       statement (or the most recent post-effective amendment 
                       thereof) which, individually or in the aggregate, 
                       represent a fundamental change in the information set 
                       forth in the registration statement; and

                 iii.  To include any material information with respect to the 
                       plan of distribution not previously disclosed in the 
                       registration statement or any material change to such 
                       information in the  registration statement.

                       Provided, however, that paragraphs (a)(1)(i) and 
                       (ii) do not apply if the registration statement is 
                       on Form S-8, and the information required to be 
                       included in a post-effective amendment by those 
                       paragraphs is contained in periodic reports filed 
                       with or furnished to the Commission by the 
                       registrant pursuant to Section 13 or 15(d) of the 
                       Exchange Act that are incorporated by reference in 
                       the registration statement.

              (2)  That, for the purpose of determining any liability under 
                   the Securities Act, each such post-effective amendment 
                   shall be deemed to be a new registration statement 
                   relating to the securities offered therein, and the 
                   offering of such securities at that time shall be deemed 
                   to be the initial bona fide offering thereof.

              (3)  To remove from registration by means of a post-effective 
                   amendment any of the securities being registered which 
                   remain unsold at the termination of the offering.

         (b)  The undersigned Registrant hereby undertakes that, for 
purposes of determining liability under the Securities Act, each filing 
of the Registrant's annual report pursuant to Section 13(a) or 15(d) of 
the Exchange Act (and, where applicable, each filing of an employee 
benefit plan's annual report pursuant to Section 15(d) of the Exchange 
Act) that is incorporated by reference in the registration statement 
shall be deemed to be a new registration statement relating to the 
securities offered therein, and the offering of such securities at that 
time shall be deemed to be the initial bona fide offering thereof.

         (c)  Insofar as indemnification for liabilities arising under the 
Securities Act may be permitted to directors, officers and controlling 
persons of the Registrant pursuant to the provisions described in Item 6 
above, or otherwise, the Registrant has been advised that in the opinion 
of the Securities and Exchange Commission such indemnification is 
against public policy as expressed in the Securities Act and is, 
therefore, unenforceable.  In the event that a claim for indemnification 
against such liabilities (other than the payment by the Registrant of 
expenses incurred or paid by a director, officer or controlling person 
of the Registrant in the successful defense of any action, suit or 
proceeding) is asserted by such director, officer or controlling person 
in connection with the securities being registered, the Registrant will, 
unless in the opinion of its counsel the matter has been settled by 
controlling precedent, submit to a court of appropriate jurisdiction the 
question whether such indemnification by it is against public policy as 
expressed in the Securities Act and will be governed by the final 
adjudication of such issue.

                                         5

                                    SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the 
Registrant certifies that it has reasonable grounds to believe that it 
meets all of the requirements for filing on Form S-8 and authorized this 
Registration Statement to be signed on its behalf by the undersigned, 
thereunto duly authorized, in the City of Houston, State of Texas, on 
the 1st day of December, 1997.

                                    BALTIC INTERNATIONAL USA, INC.

                                    By  /s/ Robert L. Knauss
                                        --------------------------------
                                        ROBERT L. KNAUSS, Chairman of 
                                          the Board and Chief Executive 
                                          Officer
                         ____________________________
     Pursuant to the requirements of the Securities Act of 1933, this 
Registration Statement has been signed below by the following persons in 
the capacities and on the dates indicated:

Signature          Title     Date

/s/ Robert L. Knauss      Chairman of the Board and Chief   December 1, 1997
-----------------------
ROBERT L. KNAUSS            Executive Officer (Principal
                            Executive Officer)

/s/ James W. Goodchild    President and Chief Operating     December 1, 1997
-----------------------
JAMES W. GOODCHILD            Officer and Director 

/s/ David A. Grossman     Chief Financial Officer and       December 1, 1997
-----------------------
DAVID A. GROSSMAN           Corporate Secretary (Principal
                            Financial and Accounting Officer)

/s/ Homi M. Davier        Director                          December 1, 1997
-----------------------
HOMI M. DAVIER

/s/ Paul R. Gregory       Director                          December 1, 1997
-----------------------
PAUL R. GREGORY

/s/ Adolf af Jochnick     Director                          December 1, 1997
-----------------------
ADOLF af JOCHNICK

/s/ Jonas af Jochnick     Director                          December 1, 1997
-----------------------
JONAS af JOCHNICK

/s/ Juris Padegs          Director                          December 1, 1997
-----------------------
JURIS PADEGS

/s/ Ted Reynolds          Director                          December 1, 1997
-----------------------
TED REYNOLDS

/s/ Morris A. Sandler     Director                          December 1, 1997
-----------------------
MORRIS A. SANDLER

                                  Exhibit 5.1

                              NORMAN T. REYNOLDS
                               Attorney at Law
                           5005 Riverway, Suite 160
                            Post Office Box 131326
                            Houston, TX 77219-1326
                           Telephone (281) 820-5050
                              Fax (713) 355-2250

                               December 1, 1997

Baltic International USA, Inc.
1990 Post Oak Blvd., Suite 1630
Houston, Texas 77056

     Re:  Baltic International USA, Inc.
          Registration Statement on Form S-8

Gentlemen:

     I have acted as counsel for Baltic International USA, Inc. (the Company") 
in connection with the registration by the Company of 1,500,000 shares of its 
common stock, par value $0.01 per share (the "Securities"), as contemplated by 
the Company's Registration Statement on Form S-8 filed on the date hereof with 
the Securities and Exchange Commission (the "Commission") under the Securities 
Act of 1933, as amended.

     In connection therewith, I have examined, among other things, the 
Articles of Incorporation and Bylaws of the Company, the corporate proceedings 
of the Company with respect to the issuance and registration of the 
Securities, the Registration Statement, certificates of public officials, 
statutes and other instruments and documents, as a basis for the opinions 
expressed herein.

     Based upon and subject to the foregoing, and upon such other matters as 
I have determined to be relevant, I am of the opinion that:

    1.  The Company is a corporation duly organized, validly existing, and in 
good standing under the laws of the State of Texas.

    2.  All of the Securities, upon issuance and delivery thereof, will be 
validly issued, fully paid and nonassessable.

     I hereby consent to the filing of this opinion with the Commission as an 
exhibit to the Registration Statement.

                                          Very truly yours,

                                          /s/ Norman T. Reynolds
                                          Norman T. Reynolds

                                  Exhibit 10.3

                           1992 EQUITY INCENTIVE PLAN

1.     PURPOSE

     The purpose of this Equity Incentive Plan (the "Plan") is to 
advance the interests of Baltic International USA, Inc. (the "Company") 
by enhancing its ability to attract and retain employees and other 
persons or entities who are in a position to make significant 
contributions to the success of the Company through ownership of shares 
of the Company's common stock ("Stock").

     The Plan is intended to accomplish these goals by enabling the 
Company to grant Awards in the form of Options all as more fully 
described below.

2.     ADMINISTRATION

     The Plan will be administered by the Board of Directors of the 
Company (the "Board").  The Board will have authority, not inconsistent 
wit the express provisions of the Plan and in addition to other 
authority granted under the Plan, to (a) grant Awards at such time or 
times as it may choose; (b) determine the size of each Award, including 
the number of shares of Stock subject to the Award; (c) determine the 
type or types of each Award; (d) determine the terms and conditions of 
each Award; (e) waive compliance by a Participant (as defined below) 
with any obligations to be performed by the Participant under an Award 
and waive any term or condition of an Award; (f) amend or cancel an 
existing Award in whole or in part ( and if an award is cancelled, grant 
another Award in its place on such terms as the Board shall specify), 
except that the Board may not, without the consent of the holder of an 
Award, take any action under this clause with respect to such Award if 
such action would adversely affect the rights of such holder; (g) 
prescribe the form or forms of instruments that are required or deemed 
appropriate under the Plan, including any written notices and elections 
required of Participants, and change such forms from time to time; (h) 
adopt, amend and rescind rules and regulations for the administration of 
the Plan; and (i) interpret the Plan and decide any questions and settle 
all controversies and disputes that may arise in connection the Plan.  
Such determination and actions of the Board, and all other 
determinations and actions of the Board made or taken under authority 
granted be any provision of the Plan, will be conclusive and will bind 
all parties.  Nothing in this paragraph shall be construed as limiting 
the power of the Board to make adjustments under Section 7.3 or Section 
8.6.

     The Board may, in its discretion, delegate some or all of its 
powers with respect to the Plan to a committee (the "Committee"), in 
which event all references (as appropriate) to the Board hereunder shall 
be deemed to refer to the Committee.  The Committee, if one is 
appointed, shall consist of at least two directors.  A majority of the 
members of the Committee shall constitute a quorum, and all 
determinations of the Committee shall be made by a majority of its 
members.  Any determination of the Committee under the Plan may be made 
without notice or meeting of the Committee by a writing signed by a 
majority of the Committee members.  On and after registration of the 
Stock under the Securities Exchange Act of 1934 (the "1934 Act"), the 
Board shall delegate the power to select directors and officers to 
receive Awards under the Plan and the timing, pricing and amount of such 
Awards to a committee, all members of which shall be disinterested 
persons with the meaning of Rule 16B-3 under the 1934 Act.

3.     EFFECTIVE DATE AND TERM OF PLAN

     The Plan will become effective on the date on which it is approved 
by the stockholders of the Company.  Grants of the Awards under the plan 
may be made prior to that date (but after Board adoption of the Plan), 
subject to such approval of the Plan.

     No Award may be granted under the Plan after September 30, 2002 
but Awards previously granted may extend beyond that date.

4.     SHARES SUBJECT TO THE PLAN

     Subject to the adjustment as provided in Section 8.6 below, the 
aggregate number of shares of Stock that may be delivered under the Plan 
will be 1,500,000.  If any Award requiring exercise by the Participant 
for delivery of Stock terminates without having been exercised in full, 
or if any Award payable in Stock or cash is satisfied in cash rather 

                                       1

than Stock, the number of shares of Stock as to which such Award was not 
exercised or for which cash was substituted will be available for future 
grants.

     Stock delivered under the Plan may be either authorized by 
unissued Stock or previously issued Stock acquired by the Company and 
held in treasury.  No fractional shares of Stock will be delivered under 
the Plan.

5.     ELIGIBILITY AND PARTICIPATION

     Those eligible to receive Awards under the Plan ("Participants") 
will be persons in the employ of the Company ("Employees") and other 
persons or entities (including without limitation non-Employee directors 
of the Company) who, in the opinion of the Board, are in a position to 
make a significant contribution to the success of the Company.

6.     TYPES OF AWARDS
     
     6.1     Options

          (a)     Nature of Options.  An Option is an Award entitling 
the recipient on exercise thereof to purchase Stock at a specified 
exercise price.

                  Both "incentive stock options," as defined in Section 
422 of the Internal Revenue Code of 1986, as amended (the "Code") (any 
Option intended to quality as an incentive stock option being 
hereinafter referred to as an "ISO"), and Options that are not incentive 
stock options, may be granted under the Plan.  ISOs shall be awarded 
only to Employees.

          (b)     Exercise Price.  The exercise price of an Option will 
be determined by the Board subject to the following:

                  (1)     The exercise price of an ISO shall not be less 
than 100% (110% in the case of an ISO granted to a ten-percent 
shareholder) of the fair market value of the Stock subject to the 
Option, determined as of the time the Option is granted.  A "ten-percent 
shareholder" is any person who at the time of grant owns, directly or 
indirectly, or is deemed to own by reason of the attribution rules of 
section 424(d) of the Code, stock possessing more than 10% of the total 
combined voting power of all classes of stock of the Company or of any 
of its subsidiaries.

                  (2)     In no case may the exercise price paid for Stock 
which is part of an original issue of authorized Stock be less than 60% 
of the fair market value of the stock subject to the Option, determined 
as of the time the Option is granted.

                  (3)     The Board may reduce the exercise price of an 
Option at any time after the time of grant, but in the case of an Option 
originally awarded as an ISO, only with the consent of the Participant.

          (c)     Duration of Options.  The latest date on which an 
Option may be exercised will be the seventh anniversary (third 
anniversary, in the case of an ISO granted to a ten-percent shareholder) 
of the day immediately preceding the date the Option was granted, or 
such earlier date as may have been specified by the Board at the time 
the Option was granted.

          (d)     Exercise of Options.  An Option will become 
exercisable at such time or times, and on such conditions, as the Board 
may specify.  The Board may at any time accelerate the time at which all 
or any part of the Option may be exercised.

                 Any exercise of an Option must be in writing, signed 
by the proper person and delivered or mailed to the Company, accompanied 
by (1) any documents required by the Board and (2) payment in full in 
accordance with paragraph (e) below for the number of shares for which 
the Option is exercised.

          (e)     Payment for Stock.  Stock purchased on exercise of an 
Option must be paid for as follows:  (1) in cash or by check (acceptable 
to the Company in accordance with guidelines established for this 
purpose), bank draft or money order payable to the order of the Company 
or (2) if so permitted by the instrument evidencing the Option (or in 
the case of an Option which is not an ISO, by the Board at or after 
grant of the Option), (i) through the 

                                       2

delivery of shares of Stock which 
have been outstanding for at least six months (unless the Board 
expressly approves a shorter period) and which have a fair market value 
on the last business day preceding the date of exercise equal to the 
exercise price, or (ii) by delivery of a promissory note of the Option 
holder to the Company, payable on such terms as are specified by the 
Board, or (iii) by delivery of an unconditional and irrevocable 
undertaking by a broker to delivery promptly to the Company sufficient 
funds to pay the exercise price, or (iv) by any combination of the 
permissible forms of payment; provided, that if the Stock delivered upon 
exercise of the Option is an original issue of authorized Stock, at 
least so much of the exercise price as represents the par value of such 
Stock must be paid other than by the Option holder's personal check or 
promissory note.

          (f)     Discretionary Payments.  If the market price of shares 
of Stock subject to an Option exceeds the exercise price of the Option 
at the time of its exercise, the Board may cancel the Option and cause 
the Company to pay in cash or in shares of Common Stock (at a price per 
share equal to the fair market value per share) to the person exercising 
the Option an amount equal to the difference between the fair market 
value of the Stock which would have been purchased pursuant to the 
exercise (determined on the date the Option is cancelled) and the 
aggregate exercise price which would have been paid.  The Board may 
exercise its discretion to take such action only if it has received a 
written request from the person exercising the Option, but such a 
request will not be binding on the Board.

     6.2     Loans and Supplemental Grants.

          (a)     Loans.  The Company may make a loan to a Participant 
("Loan"), either on the date of or after the grant of any Award to the 
Participant.  A Loan may be made either in connection with the purchase 
of Stock under the Award or with the payment of any Federal, state and 
local income tax with respect to income recognized as a result of the 
Award.  The Board will have full authority to decide whether to make a 
Loan, including the interest rate (which may be zero), whether the Loan 
is to be secured or unsecured or with or without recourse against the 
borrower, the terms on which the Loan is to be repaid and the 
conditions, if any, under which it may be forgiven.  However, no Loan 
may have a term (including extensions) exceeding ten years in duration.

          (b)     Supplemental Grants.  In connection with any Award, 
the Board may at the time such Award is made or at a later date, provide 
for and grant a cash award to the Participant ("Supplemental Grant") not 
to exceed an amount equal to (1) the amount of any federal, state and 
local income tax on ordinary income for which the Participant may be 
liable with respect to the Award, determined by assuming taxation at the 
highest marginal rate, plus (2) an additional amount on a grossed-up 
basis intended to make the Participant whole on an after-tax basis after 
discharging all the Participant's income tax liabilities arising from 
all payments under this Section 6.  Any payment under this subsection 
(b) will be made at the time the Participant incurs Federal income tax 
liability with respect to the Award.

7.     EVENTS AFFECTING OUTSTANDING AWARDS

     7.1     Death.  If a Participant dies, the following will apply:

          (a)     All Options and Stock Appreciation Rights held by the 
Participant immediately prior to death, to the extent then exercisable, 
may be exercised by the Participant's executor or administrator or the 
person or persons to whom the Option or Right is transferred by will or 
the applicable laws of descent and distribution, at any time within the 
one year period ending with the first anniversary of the Participant's 
death (or such shorter or longer period as the Board may determine), and 
shall thereupon terminate.  In no event, however, shall an Option or 
Stock Appreciation Right remain exercisable beyond the latest date on 
which it could have been exercised without regard to this Section 7.  
Except as otherwise determined by the Board, all Options and Stock 
Appreciation Rights held by a Participant immediately prior to death 
that are not then exercisable shall terminate at death.

          (b)     Except as otherwise determined by the board, all 
Restricted stock held by the Participant must be transferred to the 
Company (and, in the event the certificates representing such Restricted 
Stock are held by the Company, such Restricted Stock will be so 
transferred without any further action by the Participant) in accordance 
with Section 6.3 above.

          (c)     Any payment or benefit under a Deferred Stock Award, 
Performance Award, or Supplemental Grant to which the Participant was 
not irrevocably entitled prior to death will be forfeited and the Award 
cancelled as of the time of death, unless otherwise determined by the 
Board.

                                       3

     7.2     Termination of Service (Other Than By Death).  If a 
Participant who is an Employee ceases to be an Employee for any reason 
other than death, or if there is a termination (other than be reason of 
death) of the consulting, service or similar relationship in respect of 
which a non-Employee Participant was granted an Award hereunder (such 
termination of the employment or other relationship being hereinafter 
referred to as a "Status Change"), the following will apply:

          (a)     Except as otherwise determined by the Board, all 
Options and Stock Appreciation Rights held by the Participant that were 
not exercisable immediately prior to the Status Change shall terminate 
at the time of the Status Change.  Any Options or Rights that were 
exercisable immediately prior to the Status Change will continue to be 
exercisable for a period of three months or such longer period as the 
Board may determine), and shall thereupon terminate, unless the Award 
provides by its terms for immediate termination in the event of a Status 
Change or unless the Status Change results from a discharge for cause 
which in the opinion of the Board casts such discredit on the 
Participant as to justify immediate termination of the Award.  In no 
event, however, shall an Option or Stock appreciation Right remain 
exercisable beyond the latest date on which it could have been exercised 
without regard to this Section 7.  For purposes of this paragraph, in 
the case of a Participant who is an Employee, a Status Change shall not 
be deemed to have resulted by reason of (i) a sick leave or other bona 
fide leave of absence approved for purposes of the Plan by the Board, so 
long as the Employee's right to reemployment is guaranteed either by 
statute or by contract, or (ii) a transfer of employment between the 
Company and a subsidiary or between subsidiary, or to the employment of 
a corporation (or a parent or subsidiary corporation of such 
corporation) issuing or assuming an option in a transaction to which 
section 424(a) of the Code applies.

          (b)     Except as otherwise determined by the Board, all 
Restricted Stock held by the Participant at the time of the Status 
Change must be transferred to the Company (and, in the event the 
certificates representing such Restricted Stock are held by the Company, 
such Restricted Stock will be so transferred without any further action 
by the Participant) in accordance with Section 6.3 above.

          (c)     Any payment or benefit under a Deferred Stock Award, 
Performance Award, or Supplemental Grant to which the Participant was 
not irrevocably entitled prior to the Status Change will be forfeited 
and the Award cancelled as of the date of such Status Change unless 
otherwise determined by the Board.

     7.3     Certain Corporate Transactions.  In the event of a 
consolidation or merger in which the Company is not the surviving 
corporation or which results in the acquisition of substantially all the 
Company's outstanding Stock by a single person or entity or by a group 
of persons and/or entities acting in concert, or in the event of the 
sale or transfer of substantially all the Company's assets or a 
dissolution of liquidation of the Company (a "covered transaction"), all 
outstanding Awards will terminate as of the effective date of the 
covered transaction, and the following rules shall apply:

          (a)     Subject to paragraphs (b) and (c) below, the Board may 
in its sole discretion, prior to the effective date of the covered 
transaction, (1) make each outstanding Option and Stock Appreciation 
Right exercisable in full, (2) remove the restrictions from each 
outstanding share of Restricted Stock, (3) cause the Company to make any 
payment and provide any benefit under each outstanding Deferred Stock 
Award, Performance Award, and Supplemental Grant which would have been 
made or provided with the passage of time had the transaction not 
occurred and the Participant not suffered a Status Change (or died), and 
(4) forgive all or any portion of the principal of or interest on a 
Loan.

          (b)     If an outstanding Award is subject to performance or 
other conditions (other than conditions relating to the mere passage of 
time and continued employment) which will not have been satisfied at the 
time of the covered transaction, the Board may in its sole discretion 
remove such conditions.  If it does not do so, however, such Award will 
terminate as of the date of the covered transaction notwithstanding 
paragraph (a) above.

          (c)     With respect to an outstanding Award held by a 
participant who, following the covered transaction, will be employed by 
or otherwise providing services to a corporation which is a surviving or 
acquiring corporation in such transaction or an affiliate of such a 
corporation, the Board may, in lieu of the action described in paragraph 
(a) above, arrange to have such surviving or acquiring corporation or 
affiliate grant to the Participant a replacement award which, in the 
judgment of the Board, is substantially equivalent to the Award.

                                       4

8.     GENERAL PROVISIONS

     8.1     Documentation of Awards.  Awards may be evidenced by such 
written instruments, if any, as may be prescribed by the Board from time 
to time.  Such instruments may be in the form of agreements to be 
executed by both the Participant and the Company, or certificates, 
letters or similar instruments, which need not be executed by the 
Participant but acceptance of which will evidence agreement to the terms 
thereof.

     8.2     Rights as a Stockholder, Dividend Equivalents.  Except as 
specifically provided by the Plan, the receipt of an Award will not give 
a Participant rights as a stockholder; the participant will obtain such 
rights, subject to any limitations imposed by the Plan or the instrument 
evidencing the Award, upon actual receipt of Stock.  However, the Board 
may, on such conditions as it deems appropriate, provide that a 
Participant will receive a benefit in lieu of cash dividends that would 
have been payable on any or all Stock subject to the Participant's Award 
had such Stock been outstanding.  Without limitation, the Board may 
provide for payment to the Participant of amounts representing such 
dividends, either currently or in the future, or for the investment of 
such amounts on behalf of the Participant.

     8.3     Conditions on Delivery of Stock.  The Company will not be 
obligated to deliver any shares of Stock pursuant to the Plan or to 
remove restriction from shares previously delivered under the Plan (a) 
until all conditions of the Award have been satisfied or removed, (b) 
until, in the opinion of the Company's counsel, all applicable federal 
and state laws and regulation have been complied with, (c) if the 
outstanding Stock is at the time listed on any stock exchange, until the 
shares to be delivered have been listed or authorized to be listed on 
such exchange upon official notice of notice of issuance, and (d) until 
all other legal matters in connection with the issuance and delivery of 
such shares have been approved by the Company's counsel.  If the sale of 
Stock has not been registered under the Securities Act of 1933, as 
amended, the Company may require, as a condition to exercise of the 
Award such representations or agreements as counsel for the Company may 
consider appropriate to avoid violation of such Act and may require that 
the certificates evidencing such Stock bear an appropriate legend 
restricting transfer.

          If an Award is exercised by the Participant's legal 
representative, the Company will be under no obligation to deliver Stock 
pursuant to such exercise until the Company is satisfied as to the 
authority of such representative.

     8.4     Tax Withholding.  The Company will withhold from any cash 
payment made pursuant to an Award an amount sufficient to satisfy all 
federal, state and local withholding tax requirements (the "withholding 
requirements").

          In the case of an Award pursuant to which Stock may be 
delivered, the Board will have the right to require that the participant 
or other appropriate person remit to the Company an amount sufficient to 
satisfy the withholding requirements, or make other arrangements 
satisfactory to the Board with regard to such requirements, prior to the 
delivery of any Stock.  If and to the extent that such withholding is 
required, the board may permit the Participation or such other person to 
elect at such time and in such manner as the Board provides to have the 
Company hold back from the shares to be delivered, or to deliver to the 
Company, Stock having a value calculated to satisfy the withholding 
requirement.

          If at the time an ISO is exercised the Board determines that 
the Company could be liable for withholding requirements with respect to 
a disposition of the Stock received upon exercise, the Board may require 
as a condition of exercise that the person exercising the ISO agree (a) 
to inform the Company promptly of any disposition (within the meaning of 
section 424(c) of the Code) of Stock received upon exercise, and (b) to 
give such security as the Board deems adequate to meet the potential 
liability of the Company for the withholding requirements and to augment 
such security from time to time in any amount reasonably deemed 
necessary by the Board to preserve the adequacy of such security.

     8.5     Nontransferability of Awards.  No Award (other than an Award 
in the form of an outright transfer of cash or Unrestricted Stock) may 
be transferred other than by will or by the laws of descent and 
distribution, and during an employee's lifetime an Award requiring 
exercise may be exercised only by the Participant (or in the event of 
the Participant's incapacity, the person or persons legally appointed to 
act on the Participant's behalf).

                                       5

     8.6     Adjustments in the Event of Certain Transactions.

          (a)     In the event of a stock dividend, stock split or 
combination of shares, recapitalization or other change in the Company's 
capitalization, or other distribution to common stockholders other than 
normal cash dividends, after the effective date of the Plan, the Board 
will make any appropriate adjustments to the maximum number of shares 
that may be delivered under the Plan under Section 4 above.

          (b)     In any event referred to in paragraph (a), the Board 
will also make any appropriate adjustments to the number and kind of 
shares of stock and securities subject to Awards then outstanding or 
subsequently granted, any exercise prices relating to Awards and any 
other provision of Award affected by such change.  The Board may also 
make such adjustments to take into account material changes in law or in 
accounting practices or principals, mergers, consolidations, 
acquisitions, dispositions or similar corporate transactions, or any 
other event, if it is determined by the Board that adjustments are 
appropriate to avoid distortion in the operation of the Plan.

     8.7     Employment Rights, Etc.  Neither the adoption of the Plan 
nor the grant of Awards will confer upon any person any right to 
continued retention by the Company or any subsidiary as an Employee or 
otherwise, or affect in any way the right of the Company or subsidiary 
to terminate an employment, service or similar relationship at any time.  
Except as specifically provided by the Board in any particular case, the 
loss of existing or potential profit Awards granted under the Plan will 
not constitute an element of damages in the event of termination of an 
employment, service or similar relationship even if the termination is 
in violation of an obligation of the Company to the Participant.

     8.8     Deferral of Payments.  The Board may agree at any time, upon 
request of the Participant, to defer the date on which any payment under 
an Award will be made.

     8.9     Past Services as Consideration.  Where a Participant 
purchases Stock under an Award for a price equal to the par value of the 
Stock the Board may determine that such price has been satisfied by past 
services rendered by the Participant.

9.     EFFECT, DISCONTINUANCE, CANCELLATION, AMENDMENT AND TERMINATION

     Neither adoption of the Plan nor the grant of Awards to a 
Participant will affect the Company's right to grant to such Participant 
awards that are not subject to the Plan, to issue to such Participant 
Stock as a bonus or otherwise, or to adopt other plans or arrangements 
under which Stock be issued to Employees.

     The Board may at any time or times amend the Plan or any 
outstanding Award for any purpose which may at the time be permitted by 
law, or may at any time terminate the Plan as to any further grants of 
Awards, provided that (except to the extent expressly required or 
permitted by the Plan) no such amendment will, without the approval of 
the stockholders of the Company, effectuate a change for which 
stockholder approval is required in order for the plan to continue to 
qualify for the award of ISOs under section 422 of the Code and to 
continue to qualify under Rule 16b-3 promulgated under Section 16 of the 
1934 Act.

10.     SECURITIES MATTERS

     (a)     The Company shall be under no obligation to effect the 
registration pursuant to the Securities Act of any shares of Common 
Stock to be issued hereunder or to effect similar compliance under any 
state laws.  Notwithstanding anything herein to the contrary, the 
Company shall not be obligated to cause to be issued or delivered any 
certificates evidencing shares of Common Stock pursuant to the Plan 
unless and until the Company is advised by its counsel that the issuance 
and delivery of such certificates is in compliance with all applicable 
laws, regulations of governmental authority and the requirements of any 
securities exchange on which shares of Common Stock are traded.  The 
Committee may require, as a condition of the issuance and delivery of 
certificates evidencing shares of Common Stock pursuant to the terms 
hereof, that the recipient of such shares make such covenants, 
agreements and representations, and that such certificates bear such 
legends, as the Committee in its sole discretion, deems necessary or 
desirable.

     (b)     The exercise of any Option granted hereunder shall only be 
effective at such time as counsel to the Company shall have determined 
that the issuance and delivery of shares of Common Stock pursuant to 
such exercise is 

                                       6

in compliance with all applicable laws, regulations of 
governmental authorities and the requirements of any securities exchange 
on which shares of Common Stock are traded.  The Company may, in its 
sole discretion, defer the effectiveness of any exercise of an Option 
granted hereunder in order to allow the issuance of shares of Common 
Stock pursuant thereto to be made pursuant to registration or an 
exemption from registration or other methods for compliance available 
under federal or state securities laws.  The Company shall inform the 
Participant in writing of its decision to defer the effectiveness of the 
exercise of an Option granted hereunder.  During the period that 
effectiveness of the exercise of an Option has been deferred, the 
Participant may, by written notice, withdraw such exercise and obtain 
the refund of any amount paid with respect thereto.

                                       7

                                 Exhibit 23.2

                                                       Exhibit 23.2

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the 
incorporation by reference in this registration statement of our report 
dated April 15, 1997 included in Baltic International USA, Inc.'s Form 
10-KSB for the year ended December 31, 1996, and to all references to 
our firm included in this registration statement.

/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP

Houston, Texas
December 1, 1997