EXECUTONE INFORMATION SYSTEMS, INC. - AMENDED 10Q - 9/30/98

FORM 10-Q/A

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 1998

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No. 0-11551

EXECUTONE Information Systems, Inc.
(Exact name of registrant as specified in its charter)

Virginia 86-0449210
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)

478 Wheelers Farms Road, Milford, Connecticut 06460
(Address of principal executive offices) (Zip Code)

(203) 876-7600
(Registrant's telephone number, including area code)

N/A
(Former name, former address and former fiscal year,
if changed since last report)

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15 (d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No

The number of shares outstanding of registrant's Common Stock,
$.01 par value per share, as of
October 31, 1998 was 49,820,179.

INDEX

EXECUTONE Information Systems, Inc.

Page #
PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Consolidated Balance Sheets -
September 30, 1998 and December 31, 1997. 3

Consolidated Statements of Operations -
Three Months and Nine Months Ended
September 30, 1998 and 1997. 4

Consolidated Statements of Cash Flows -
Nine Months Ended September 30, 1998 and 1997. 5

Notes to Consolidated Financial Statements. 6

Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 15

PART II. OTHER INFORMATION 23

SIGNATURES 24

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

EXECUTONE INFORMATION SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

September 30, December 31,
(In thousands, except for share amounts) 1998 1997
(Unaudited)

ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 2,811 $ 7,727
Restricted cash --- 5,084
Accounts receivable, net of
allowance of $1,160 and $1,814 29,285 33,403
Inventories 22,975 20,436
Prepaid expenses and other current assets 3,996 4,091
Total Current Assets 59,067 70,741

PROPERTY AND EQUIPMENT, net 10,834 7,767
INTANGIBLE ASSETS, net (Note F) 16,805 19,765
DEFERRED TAXES 22,811 18,577
OTHER ASSETS (Note F) 30,126 22,014
$ 139,643 $ 138,864

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt $ 781 $ 951
Accounts payable 19,177 23,009
Accrued payroll and related costs 3,912 3,007
Accrued liabilities 12,754 13,123
Deferred revenue and customer deposits 4,484 2,541
Total Current Liabilities 41,108 42,631

LONG-TERM DEBT 23,380 14,643
OTHER LONG-TERM LIABILITIES 963 1,092
TOTAL LIABILITIES 65,451 58,366

STOCKHOLDERS' EQUITY:
Common stock: $.01 par value; 80,000,000 shares
authorized; 49,820,179 and 49,660,359 issued
and outstanding 498 497
Preferred stock: $.01 par value; Cumulative
Convertible Preferred Stock (Series A),
250,000 shares authorized, issued and
outstanding; Cumulative Contingently
Convertible Preferred Stock (Series B),
100,000 shares authorized, issued and
outstanding 7,300 7,300
Additional paid-in capital 71,543 71,500
Retained earnings (deficit) (5,149) 1,201
Total Stockholders' Equity 74,192 80,498
$ 139,643 $ 138,864

The accompanying notes are an integral part of these consolidated
balance sheets.

EXECUTONE INFORMATION SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

Three Months Ended Nine Months Ended
(In thousands, except for per share amounts) September 30, September 30,
1998 1997 1998 1997

REVENUES $ 33,605 $ 42,936 $ 102,215 $116,732

COST OF REVENUES 23,159 28,044 69,081 77,821
Gross Profit 10,446 14,892 33,134 38,911

OPERATING EXPENSES:
Product development and engineering 2,413 3,202 7,466 9,939
Selling, general and administrative 10,327 10,179 29,543 30,423
Special charges 860 --- 5,343 ---
13,600 13,381 42,352 40,362

OPERATING INCOME/(LOSS) (3,154) 1,511 (9,218) (1,451)

INTEREST EXPENSE (664) (562) (1,710) (1,499)
OTHER INCOME, net 236 372 346 1,183

INCOME/(LOSS) BEFORE TAXES (3,582) 1,321 (10,582) (1,767)

PROVISION/(BENEFIT) FOR INCOME TAXES (1,433) 528 (4,232) (701)

NET INCOME/(LOSS) $ (2,149) $ 793 $ (6,350) $ (1,066)

EARNINGS/(LOSS) PER SHARE $ (0.04) $ 0.02 $ (0.13) $ (0.02)

WEIGHTED SHARES OF COMMON STOCK
AND EQUIVALENTS OUTSTANDING 49,801 49,648 49,744 49,657

The accompanying notes are an integral part of these consolidated
statements.

EXECUTONE INFORMATION SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

Nine Months Ended
(In thousands) September 30,
1998 1997

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(6,350) $(1,066)
Adjustments to reconcile net loss to net cash used by
operating activities:
Depreciation and amortization 2,661 2,248
Benefit for income taxes not currently payable (4,232) (701)
Noncash expenses, including noncash interest
expense, noncash provision for losses on accounts
receivable and income from equity investment 250 548
Change in working capital items:
Accounts receivable 3,825 4,718
Inventories (2,665) (5,812)
Accounts payable and accruals (4,096) (7,760)
Restricted cash 5,084 ---
Other working capital items (135) (929)

NET CASH USED BY OPERATING ACTIVITIES (5,658) (8,754)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (726) (1,295)
Investment in Unistar (5,842) (4,000)
Other, net (302) (1,082)

NET CASH USED BY INVESTING ACTIVITIES (6,870) (6,377)

CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under revolving credit facility 8,410 ---
Repayments of other long-term debt (841) (890)
Repurchase of stock (148) (5,400)
Proceeds from issuance of stock 191 746

NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES 7,612 (5,544)

DECREASE IN CASH AND CASH EQUIVALENTS (4,916) (20,675)

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD 7,727 27,696

CASH AND CASH EQUIVALENTS - END OF PERIOD $ 2,811 $ 7,021

The accompanying notes are an integral part of these consolidated statements.

EXECUTONE INFORMATION SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE A - NATURE OF THE BUSINESS

EXECUTONE Information Systems, Inc. (the Company) develops,
markets and supports voice and data communications systems.
Products and services include telephone systems, voice mail
systems, inbound and outbound call center systems, and
specialized healthcare communications systems. The Company's
UniStar Entertainment indirect subsidiary has an exclusive five-
year contract ending January 2003 with the Coeur d'Alene Tribe of
Idaho to design, develop, finance and manage the National Indian
Lottery. Executone's products and services are sold under the
EXECUTONE, INFOSTAR, IDS, LIFESAVER and INFOSTAR/ILS brand
names through a national network of independent distributors and
company direct sales and service employees.

NOTE B - BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements have
been prepared in accordance with generally accepted accounting
principles for interim financial information and with the
instructions to Form 10-Q and Rule 10-01 of Regulation S-X. In
the opinion of management, all adjustments, which include normal
recurring adjustments, considered necessary for a fair
presentation of the results for the interim periods presented
have been included. Certain prior year amounts have been
reclassified to conform to the current year's presentation.

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

NOTE C - INCOME TAXES

The Company accounts for income taxes in accordance with FAS No.
109, "Accounting for Income Taxes." The deferred tax asset
represents the benefits that are more likely than not to be
realized from the utilization of pre- and post-acquisition tax
benefit carryforwards, which include net operating losses, tax
credits and the excess of tax bases over the fair value of the
net assets of the Company.

For the nine-month periods ended September 30, 1998 and 1997, the
Company made cash payments for income taxes of approximately
$75,000 and $424,000, respectively.

NOTE D - EARNINGS PER SHARE

Earnings per share is based on the weighted average number of
shares of common stock and dilutive
common stock equivalents (which include stock options and
warrants) outstanding during the periods. Common stock
equivalents, the convertible preferred stock and the convertible
debentures which are antidilutive have been excluded from the
computations.

A summary of the Company's loss per share calculations for the
three-month and nine-month periods ended September 30, 1998 and
1997, respectively, is as follows:

Per Share
(in thousands, except for per share amounts) Loss Shares Amount

For the three months ended September 30, 1998:

Basic and Diluted Loss Per Share: $(2,149) 49,801 $(0.04)

For the three months ended September 30, 1997:

Basic and Diluted Gain Per Share: $ 793 49,648 $ 0.02

For the nine months ended September 30, 1998:

Basic and Diluted Loss Per Share: $(6,350) 49,744 $(0.13)

For the nine months ended September 30, 1997:

Basic and Diluted Loss Per Share: $(1,066) 49,657 $(0.02)

The Company's Convertible Subordinated Debentures are convertible
into approximately 1.5 million shares of common stock as of
September 30, 1998. The shares issuable upon conversion of the
Debentures were not included in the computation of diluted
earnings per share because they would be antidilutive for each of
the periods presented. In those periods where there are net
losses, all stock options and warrants were antidilutive,
regardless of the exercise prices. Options to purchase 313,000
and 258,000 shares of common stock as of September 30, 1998 and
1997, respectively, were not included in the computation of
diluted earnings per share for those periods presented above in
which there were net losses. During the three-month period ended
September 30, 1998, the share amount includes 16,000 shares of
dilutive stock options and warrants. The convertible preferred
stock issued in connection with the acquisition of Unistar is
antidilutive and has been excluded from the above calculations
(See Note F).

In 1997, the Company adopted FAS No. 128, "Earnings per Share,"
effective for periods ending after December 15, 1997. As a
result, the Company's reported earnings per share for prior
periods were restated. Reported earnings per share as of
September 30, 1997 was unchanged as a result of this accounting
change.

NOTE E - INVENTORIES

Inventories are stated at lower of first-in, first-out (FIFO)
cost or market and consist of the following at September 30, 1998
and December 31, 1997:

September 30, December 31,
(amounts in thousands) 1998 1997

Raw Materials $ 2,537 $ 4,672
Finished Goods 20,438 15,764
$ 22,975 $ 20,436

NOTE F - UNISTAR

Subsequent Event

On December 17, 1998, the United States District Court for the
District of Idaho ruled in the case of AT&T vs. Coeur d'Alene
Tribe that the orders previously issued by the Tribal Court
upholding the legality of the US Lottery were erroneous (see
Legal and Other Risks for a description of the litigation). In
response to this legal decision, Unistar and the CDA have
terminated operation of the NIL and the US Lottery in every state
where it had been offered. As a result, Unistar has reevaluated
certain of its assets in accordance with the provisions of SFAS
No. 121, Accounting for the Impairment of Long-Lived Assets.
Based upon such review, management has determined that both the
intangibles and the advances to the NIL have been impaired as of
the date of this legal decision and will be written down to zero
during the fourth quarter of 1998. As of September 30, 1998,
intangibles and advances to NIL were $12,977,582 and $12,872,544,
respectively. Unistar has also determined that NIL startup costs
(primarily post-acquisition building costs) included in other
assets is impaired. These amounts would have been written off as
of January 1, 1999 in accordance with SOP 98-5. However, due to
the termination of NIL operations, management has concluded that
it should be written off during the fourth quarter of 1998. NIL
startup costs as of September 30, 1998 included in other assets
were approximately $0.7 million.

Unistar's activities to date have been primarily related to the
organization of the company, developing the business and gaming
systems necessary to operating a national telephone lottery and
the on-line US Lottery Internet site and preparing a marketing
plan for selling its technology to entities licensed to sell
lottery tickets. With the termination of operations of the NIL,
Unistar expects to derive its future revenues from the sale or
licensing of the technology it has developed. Unistar has yet to
record any revenue.

In January 1999, Unistar changed its name to eLottery, Inc.

Acquisition

On December 19, 1995, the Company acquired 100% of the common
stock of Unistar Gaming Corporation (Unistar Gaming) for 3.7
million shares of the Company's common stock valued at $5.4
million and 350,000 shares of newly issued preferred stock valued
at $7.3 million. Unistar Gaming's subsidiary, UniStar
Entertainment, Inc., has an exclusive five-year contract to
design, develop, finance and manage the National Indian Lottery
(NIL) for the Coeur d'Alene Tribe of Idaho ("CDA" or "the
Tribe"). The NIL comprised a national telephone lottery, as well
as Internet-based lottery games authorized by federal law and by
a compact between the State of Idaho and CDA. In return for
providing these management services to the NIL, Unistar was to be
paid a fee equal to 30% of the profits of the NIL. The excess of
the purchase price over the value of the net liabilities assumed
was included in intangible assets and was being amortized over
the five-year term of the contract commencing with the three-
month period ended March 31, 1998. With the termination of NIL
operations, intangible assets will be written off in the fourth
quarter of 1998 (See Subsequent Event).

The preferred stock consists of 250,000 shares of Cumulative
Convertible Preferred Stock, Series A (Series A Preferred Stock)
and 100,000 shares of Cumulative Contingently Convertible
Preferred Stock, Series B (Series B Preferred Stock). The Series
A Preferred Stock has voting rights equal to one share of common
stock and will earn dividends equal to 18.5% of the consolidated
retained earnings of Unistar as of the end of a fiscal period,
less any dividends paid to the holders of the Series A Preferred
Stock prior to such date. The Series B Preferred Stock has
voting rights equal to one share of common stock and

will earn dividends equal to 31.5% of the consolidated retained
earnings of Unistar as of the end of a fiscal period, less any
dividends paid to the holders of the Series B Preferred Stock
prior to such date. All dividends on Preferred Stock are payable
(i) when and as declared by the Board of Directors, (ii) upon
conversion or redemption of the Series A and Series B Preferred
Stock or (iii) upon liquidation. As of September 30, 1998, no
dividends have accrued to the preferred stockholders. The Series
A and Series B Preferred Stock is redeemable for a total of 13.3
million shares of common stock (Series A Preferred Stock for
4.925 million shares and Series B Preferred Stock for 8.375
million shares) at the Company's option. In the event that
Unistar meets certain revenue and profit parameters, the Series A
Preferred Stock is convertible for up to 4.925 million shares of
common stock and the Series B Preferred Stock is convertible for
up to 8.375 million shares of common stock (a total of an
additional 13.3 million shares of common stock).

Legal and Other Risks

On October 16, 1995, the CDA filed an action entitled Coeur
d'Alene Tribe v. AT&T Corp. in the Tribal Court, located in
Plummer, Idaho (Case No. C195-097): (i) requesting a ruling that
the NIL was legal under IGRA, that IGRA preempts state laws on
the subject of Indian gaming, that Section 1084 was inapplicable
and that therefore the states lacked authority to issue Section
1084 notification letters to any long-distance carrier; and (ii)
seeking an injunction preventing AT&T from refusing to provide
telephone service to the NIL. The CDA position was based on its
view that all NIL gaming activity was occurring on "Indian lands"
as required by IGRA. On February 28, 1996, the Tribal Court
ruled: (i) that all requirements of IGRA have been satisfied;
(ii) that Section 1084 is inapplicable and the states lack
jurisdiction to interfere with the NIL; and (iii) that AT&T
cannot refuse service to the NIL. This ruling and a related
order dated May 1, 1996 were subsequently appealed to the Tribal
Appellate Court, which on July 2, 1997 affirmed the lower Tribal
Court's May 1, 1996 ruling and analysis upholding the CDA's right
to conduct the NIL telephone lottery. On August 22, 1997, AT&T
filed a complaint for declaratory judgment against the CDA in the
U. S. District Court for the District of Idaho, to obtain a
federal court ruling on the validity and enforceability of the
Tribal Court ruling. On December 17, 1998, that Court issued an
opinion and order denying the motions and counter-claims of the
CDA and granting declaratory judgment in favor of AT&T upholding
the position of AT&T and the amici. The District Court ruled
that not all of the NIL gaming activity was occurring on "Indian
lands," that IGRA did not apply as a result and that IGRA did not
preempt the operation of state laws with respect to the NIL. In
so ruling, the District Court overruled the prior decisions of
the Tribal Courts that ruled the NIL was legal under IGRA. In
response to that decision, Unistar and the CDA terminated
operations of the NIL and the US Lottery to every state where it
had been offered. The CDA has filed a notice of appeal of the
District Court decision; however, Unistar will not participate in
or fund any appeal of this ruling.

On September 14, 1998, the CDA, Unistar and representatives of
the U.S. Department of Justice had discussions regarding a
declaratory judgment to be sought jointly from the U.S. District
Court for the District of Idaho as to whether the operation of
the NIL is legal under 18 U.S.C. 1952 and 1955. Unistar was
informed that the Department of Justice views such operation to
be in violation of such statutes. Executone and Unistar
believed, based on advice of their counsel, Hunton & Williams,
that the operation of the NIL was legal. The Department of
Justice proposed that the parties file a joint stipulation of
facts and cross-motions for summary judgment in the declaratory
judgment action. In light of the Idaho Federal District Court
opinion and the termination of the NIL and the US Lottery,
Unistar has requested confirmation from the Department of Justice
that no further action will be taken.

On May 28, 1997, the Attorney General of the State of Missouri
brought an action in the Circuit Court of Jackson County,
Missouri, against the CDA and UniStar Entertainment seeking to
enjoin the NIL games offered by the CDA over the Internet and
managed by UniStar Entertainment. The complaint also sought
civil penalties, attorneys fees and court costs. The complaint
alleged that the NIL violates Missouri anti-gambling laws and
that the marketing of the games violates the Missouri
Merchandising Practices Act. UniStar Entertainment and the CDA
removed the case to the U.S. District Court for the Western
District of Missouri, which denied the State's subsequent motion
to remand back to the state court. The court also subsequently
granted a motion to dismiss the CDA from this case based on
sovereign immunity. The court preliminarily denied a motion to
dismiss UniStar Entertainment based on sovereign immunity,
although the court indicated it might reconsider that decision.
UniStar Entertainment filed a motion for reconsideration of its
motion for dismissal. The State of Missouri appealed the
dismissal of the CDA to the Eighth Circuit Court of Appeals.

On January 28, 1998, the State of Missouri sought to dismiss
voluntarily the existing federal case against UniStar
Entertainment and the next day filed a new action against
Executone, UniStar Entertainment and two tribal officials, with
essentially the same allegations, in state court. On February 5,
1998, the U.S. District Court for the Eastern District of
Missouri ruled that this second case also should be heard in
federal court, transferred the second case to the Western
District of Missouri where the original case had been filed, and
dissolved a state court temporary restraining order. A motion to
dismiss the second case based on the sovereign immunity of all
the defendants and a motion to abstain in favor of the
jurisdiction of the Coeur d'Alene Tribal Court are pending. The
State of Missouri appealed to the Eighth Circuit the denial of
its motion to remand the case to state court or, in the
alternative, to seek a preliminary injunction.

On January 6, 1999, the Eighth Circuit dismissed Missouri's
appeal from the Eastern District of Missouri. In the same
opinion, the Eight Circuit vacated the decisions from the Western
District of Missouri as to the CDA and remanded that case to the
Western District for a hearing on whether the Internet games of
the NIL are gaming activities "on Indian lands." The Eighth
Circuit also held valid Missouri's voluntary dismissal of UniStar
Entertainment from the Western District lawsuit. On January 20,
1999, the CDA filed a motion for reconsideration and suggestion
for rehearing en banc of the portion of the Eight Circuit's
opinion regarding the CDA. In light of the termination of the
NIL and the US Lottery, Unistar will seek dismissal of the
Missouri actions.

On September 15, 1997, the State of Wisconsin, by its Attorney
General, filed an action in the Wisconsin State Circuit Court for
Dane County against Executone, UniStar Entertainment and the CDA,
to permanently enjoin the NIL offered by the CDA on the Internet.
The complaint alleged that the offering of the NIL violates
Wisconsin anti-gambling laws and that legality of the NIL had
been misrepresented to Wisconsin residents in violation of state
law. In addition to an injunction, the suit seeks restitution,
civil penalties, attorneys' fees and court costs. Executone,
UniStar Entertainment and the CDA have removed the case to the
U.S. District Court in Wisconsin. On February 18, 1998, the
District Court dismissed the CDA from the case based on sovereign
immunity and dismissed Executone based on the State's failure to
state a claim against Executone. The State of Wisconsin appealed
the dismissal of the CDA to the Seventh Circuit Court of Appeals.
A motion to dismiss the case against UniStar Entertainment on the
basis of sovereign immunity were denied. UniStar Entertainment
has appealed the denial of its motion to dismiss to the Seventh
Circuit Court of Appeals. In light of the termination of the NIL
and the US Lottery, Unistar will seek dismissal of this action.

Funding of Unistar

Funding for Unistar capital expenditures, including the computers
and software to build the telecommunications system, is being
capitalized and depreciated over the life of the management
agreement. The guaranteed monthly advance of $25,000 to the CDA,
which began in January 1996, was to be reimbursed when the NIL
began making profit distributions to Unistar (See Subsequent
Event). In addition, the Company capitalized other fundings,
consisting primarily of direct Unistar expenses, professional
fees and other expenses, which the Company believed would be
reimbursable in accordance with the terms of the management
agreement (See Subsequent Event). Cumulative funding as
described above totals $12.2 million ($4.8 million for the nine-
month period ended September 30, 1998) and is reflected in
property and equipment or other non-current assets, as
appropriate.

The Company also funded legal and other accrued liabilities
assumed as part of the acquisition of Unistar totaling, on a
cumulative basis, $3.1 million ($0.7 million for the nine-month
period ended September 30, 1998). Such cash flows, which were
previously reflected as part of the change in working capital
items, are now reflected as part of the investment in Unistar in
the statement of cash flows. Prior year amounts have been
reclassified to conform to the current year's presentation. The
investment in Unistar reflected on the statement of cash flows
includes the deferred charges and assumed liabilities noted above
for a cumulative total of $15.3 million ($5.5 million for the
nine-month period ended September 30, 1998). Since inception,
the Company has also funded various Unistar expenses totaling
$1.8 million ($0.3 million for the nine-month period ended
September 30, 1998, excluding depreciation and amortization),
which are reflected in the Company's consolidated net income.
Cumulative cash expenditures on Unistar, including Unistar
expenses, amounts paid on capital lease obligations, and
approximately $0.6 million related to the development of the
enhanced lottery terminal (ELT) business, total $17.1 million as
of September 30, 1998.

During the three-month period ended June 30, 1998, certain
provisions in the Management Agreement were clarified based upon
the then-operational status of the NIL. These provisions related
to whether or not certain pre- and post-acquisition costs were
reimbursable from the NIL. Accordingly, during that period, $5.0
million was reclassified to other assets representing additional
amounts reimbursable from the NIL, offset by a $2.8 million
reduction in goodwill (reflecting pre-acquisition costs) and $2.2
million in deferred revenue (reflecting post-acquisition costs).
All such amounts will be written off in the fourth quarter of
1998 (See Subsequent Events).

The Company expects to fund an additional $3 million through the
end of 1998. These costs primarily consist of various NIL and
Unistar operating expenses, including personnel-related costs,
advertising and legal expenses. The Company is also required to
make a guaranteed payment of $300,000 per year to the CDA, which
is included in the above estimates. The Company expects it will
be able to obtain additional financing for these costs, if
needed.

In February 1997, the Company signed agreements with Virtual
Gaming Technologies (formerly Internet Gaming Technologies (IGT))
and CasinoWorld Holdings, Ltd. (CWH). The agreements required
the Company to invest $700,000 in IGT common stock in September
1996 under a previous agreement. In addition, the Company was
granted a 200,000-share, five-year option set at 15% more than
the price per share on the initial investment, or $3.45 per
share. CWH provided project management services overseeing the
development of the software for the NIL, with the Company
contracting independently for system software development. The
Company acquired all hardware for the system without financial
obligation by either IGT or CWH. Approximately $800,000 in
hardware costs were incurred as of
September 30, 1998.

The investment in IGT is being accounted for under the cost
method. All hardware costs incurred are being capitalized and
depreciated over the useful life of the assets. As of September
30, 1998, $2.7 million in progress payments have been made toward
the software system. Such payments are being capitalized and
depreciated over the life of the asset or term of the management
agreement, whichever is shorter.

The Company periodically evaluates the recoverability of this
investment in Unistar in accordance with the provisions of FAS
No. 121, "Accounting for the Impairment of Long-Lived Assets" by
projecting future undiscounted net cash flows for the telephone
and Internet lotteries. If the sum of such cash flows
is not sufficient to recover the Company's investment in Unistar,
projected cash flows would then be discounted and the carrying
value of Company's investment would be adjusted accordingly.
Both intangibles and the advance to the NIL have been impaired
and will be written off in the fourth quarter of 1998 (See
Subsequent Event).

NOTE G - UNISTAR SPINOFF

As previously announced, in April 1998, the Company's Board of
Directors determined that it would be in the best interests of
the shareholders of the Company to separate Executone and its
wholly owned subsidiary Unistar. On August 12, 1998, Executone
reached an agreement with the preferred stockholders of Executone
whereby they will exchange all of their Executone preferred stock
for a 15% interest in Unistar upon separation and shares of a new
Unistar preferred stock that will be contingently convertible
into Unistar common stock in an amount, including the common
stock initially issued to them and giving effect to the
conversion, equal to 34% of the Unistar common stock. The new
Unistar preferred stock will retain many of the same rights as
the Executone preferred stock including convertibility into
additional shares of Unistar if the original milestones are met
and dividend rights. As a result of the agreement, the preferred
stockholders will not receive any shares of Executone in the
separation.

The Company intends to separate Unistar by a distribution to its
common shareholders of 85% of the common stock of Unistar.
Executone currently plans to distribute one share of Unistar
common stock for every five shares of Executone common stock
outstanding.

The Company has agreed to continue to provide financial support
to Unistar until the date of closing of the transaction (the
"Closing Date"), which support will not exceed an average sum of
$1.5 million per quarter in accordance with the terms of the
Share Exchange Agreement. The Company will also provide to
Unistar, at the Closing Date, in accordance with the terms of the
Share Exchange Agreement, $3.0 million in cash, plus an
additional amount in cash based upon when the transaction is to
be consummated as follows:

Transaction Cash Payable by
Consummated By: Executone

March 31, 1999 $2.5 million
April 30, 1999 $2.0 million
May 31, 1999 $1.5 million
June 30, 1999 $1.0 million

If the transaction is consummated after June 30, 1999, then the
additional amount of cash shall be $500,000. At the Closing
Date, Executone also will assume responsibility for, and pay when
due, expenses incurred by Unistar but not yet paid, provided,
however, that the maximum of such expenses

shall not exceed $500,000. The purpose of this contribution from
Executone is to provide Unistar with
sufficient funds to continue as a going concern until Unistar
achieves a break-even cash position. These anticipated cash
contributions will be financed from the Company's working capital
and its credit facility.

The Company currently expects the separation of UniStar to be
completed during the first quarter of 1999.

NOTE H - SPECIAL CHARGES

As a result of actions taken by the Company to improve its
business processes, including significant changes in its senior
management structure, the Company has recorded a total of $5.3
million in
reorganization and other special charges during the nine-month
period ended September 30, 1998. During the three-month period
ended September 30, 1998, the Company recorded $0.9 million in
loan forgiveness, severance and benefit continuation costs
associated with changes in senior management, along with the
associated recruiting costs for replacements.

During the three-month period ended June 30, 1998, the Company
recorded approximately $1.1 million in severance and benefit
continuation costs associated with actions taken to de-layer its
senior management. In addition, a sublessee notified the Company
that it would be terminating its sublease agreement for office
space for which the Company is the lessee. As a result, the
Company provided $1.0 million to reflect the rental cost during
the period the space is expected to be vacant.

During the three-month period ended March 31, 1998, the Company
recorded $1.5 million in severance costs for its former Chief
Executive Officer (CEO) and recruiting expenses for the new CEO.
It also recorded $0.8 million for severance and benefits
resulting from a workforce reduction during January and February
1998 and facility closure costs.

NOTE I - AMENDED DISTRIBUTOR AGREEMENT

On March 30, 1998, the Company entered into an Amended and
Restated Distributor Agreement (the "Amended Agreement") with
Claricom, purchaser of the direct sales offices and the Company's
largest distributor. The Amended Agreement, effective April
1,1998 and continuing through December 31, 2001, provides, among
other things, that Claricom will be a non-exclusive distributor
of the Company's telephony products and that Claricom can market
products competing with those sold by the Company. Upon
execution of the Amended Agreement, Claricom released to the
Company the $5 million plus interest being held in escrow to
satisfy potential indemnity claims under the 1996 Asset Purchase
Agreement and waived all potential contract claims under the
prior distributor agreement.

NOTE J - OTHER MATTERS

For the nine-month periods ended September 30, 1998 and 1997,
respectively, the Company made cash payments of approximately
$1.7 million and $1.4 million for interest expense on
indebtedness.

During the nine-month periods ended September 30, 1998 and 1997,
respectively, noncash financing activities included capital lease
obligations incurred in connection with computer software and
equipment acquisitions of $0.8 million and $1.6 million.

The Company derives more than 10% of its revenue from a single,
independent distributor. Revenues from the distributor were
$14.2 million and $24.3 million, respectively, for the nine-month
periods ended
September 30, 1998 and 1997 (see Note I). Refer to the
Consolidated Statements of Cash Flows for information on all cash-
related operating, investing and financing activities.

FAS No. 130, "Reporting Comprehensive Income", became effective
for fiscal years beginning after December 15, 1997. This
Statement does not apply to the Company because it had no items
of other comprehensive income in any of the periods presented.

In April 1998, the American Institute of Certified Public
Accountants issued Statement of Position 98-5, "Reporting on the
costs of Start-Up Activities" (SOP 98-5). SOP 98-5 requires
costs of start-up activities and organization costs to be
expensed as incurred. In addition, the pronouncement requires
that, effective January 1, 1999, previously capitalized start-up
costs be expensed and classified as a cumulative effect of a change
in accounting principle. Approximately $2.0 million in such costs,
currently classified as other assets and intangible assets,
would have been written off as of January 1, 1999 in accordance with
SOP 98-5. However, due to the termination of NIL operations, management
has concluded that these costs will be written off during the fourth
quarter of 1998.

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

In the third quarter of 1998, the Company put in motion
significant changes in its business practices, which are intended
to improve the Company's performance in future periods. While
some of these changes had an unfavorable impact on the Company's
financial results for the quarter, management believes these
actions are necessary to achieve the intended future
improvements.

Revenues for the third quarter of 1998 were $33.6 million, with an
operating loss of $3.2 million and a net loss of $2.1 million or
($.04) per common share. These results include a $0.9 million
charge, covering severance and benefits continuation costs (see
"Special Charges"). Revenues for the third quarter of 1997 were
$42.9 million, with operating income of $1.5 million and net
income of $0.8 million or $.02 per common share. The decrease in
revenue and, ultimately in profitability, was primarily
attributable to lower revenues generated by the Company's
independent distribution channel, including Claricom, the
Company's largest distributor, and the Healthcare Communications
group.

For 1998 to-date, revenues were $102.2 million, with an operating
loss of $9.2 million and a net loss of $6.4 million or ($0.13) per
share. The results include $5.3 million in special charges. The
operating loss was $3.9 million, excluding the special charges.
For the same period last year, revenues were $116.7 million, with
an operating loss of $1.5 million and a net loss of $1.1 million
or ($0.02) per share. Revenue decreased 12% year over year and is
primarily attributable to lower revenue from independent
distribution channel.

Subsequent to September 30, 1998, the Company negotiated a
significant settlement with a former supplier of the Company's
videoconferencing equipment, for $5 million in cash. The
settlement will be recorded in the fourth quarter as a gain. The
proceeds from the settlement, which were received in the fourth
quarter, were used to reduce outstanding bank borrowings.

Unistar and the CDA have terminated operation of the NIL and the
US Lottery pursuant to a legal decision issued December 17, 1998
in AT&T vs. Coeur d'Alene (See Unistar discussion and Note F in
the Notes to Consolidated Financial Statements).

The following discussion and analysis explains trends in the
Company's financial condition and results of operations for the
three-month and nine-month periods ended September 30, 1998
compared with the same periods last year. It is intended to help
shareholders and other readers understand the dynamics of the
Company's business and the key factors underlying its financial
results. This discussion should be read in conjunction with the
consolidated financial statements and notes included elsewhere in
this Form 10-Q, and with the Company's audited consolidated
financial statements and notes thereto for the year ended
December 31, 1997. Management believes that certain statements
in this management's discussion and analysis constitute forward-
looking statements within the meaning of the U.S. Private
Securities Litigation Reform Act of 1995 that are based on
current expectations, estimates and projections about the
industries in which the Company operates, management's beliefs
and assumptions made by management. Such forward-looking
statements involve known and unknown risks, uncertainties, and
other factors which may cause the actual results, performance or
achievements of the Company, or industry results, to be
materially different from any future results, performance, or
achievements expressed or implied by such forward-looking
statements. Such risks, uncertainties and
assumptions include, among others, the following: general
economic and business conditions;

demographic changes; import protection and regulation; rapid
technology development and changes; timing of product
introductions; the mix of products/services; industry capacity
and other industry trends; and the ability of the Company to
attract and retain key employees.

RESULTS OF OPERATIONS

The Company develops, markets and supports voice and data
communications systems. Products and services include telephone
systems, voice mail systems, inbound and outbound call center
systems and specialized healthcare communications systems. The
Company's UniStar Entertainment indirect subsidiary has the
exclusive right to design, develop and manage the National Indian
Lottery (NIL). The Company's products are sold under the
EXECUTONE, INFOSTAR, IDS, LIFESAVER and INFOSTAR/ILS brand
names through a national network of independent distributors and
company direct sales and service employees.

Revenues are derived from product sales to distributors, direct
sales of healthcare products, and direct sales to national
accounts and government customers, as well as installations,
additions, changes, upgrades or relocation of previously
installed systems, maintenance contracts, and service charges to
the existing base of healthcare, national account and government
customers.

REVENUE

Revenue, by business, was distributed as follows (in millions):

Three Months Ended Nine Months Ended
9/30/98 9/30/97 9/30/98 9/30/97

Computer Telephony $ 25.7 $ 32.6 $ 74.9 $ 87.1
Healthcare 7.9 10.3 27.3 29.6
$ 33.6 $ 42.9 $ 102.2 $ 116.7

Computer Telephony

Computer Telephony products range from PBX's (private branch
exchanges) for small to medium-sized businesses to standards-
compliant computer telephony applications, LAN and Internet-based
applications, including voice mail, unified messaging, automatic
call distribution (ACD), predictive dialing and wireless
communications. This business targets the under-400-extension
market segment. These products are marketed through independent
distribution and direct sales, with the direct sales effort
focused on product and service sales to National and Government
Accounts.

In the third quarter of 1998, Computer Telephony revenues
decreased $6.9 million, or 21%, compared to the same quarter
last year. In the wholesale channel, the Company stopped offering
the distributor-focused sales incentives at the end of each
quarter, which often resulted in inflated distributor inventory
and excessive receivables. Future incentives will be directed at
stimulating end user demand, with the intent of creating value
for both the end user and the distributor. An initial result of
this new approach is that third quarter shipments to our
independent sales channel, excluding Claricom, decreased $2.6
million compared to the third quarter of 1997. Management's
intent for the new approach is to gain a clearer view of end user
demand for the Company's products, which is expected to allow
more effective management of the business.

The Company is also taking steps to strengthen its relationship
with Claricom. During the third quarter of 1998, Claricom again
purchased significant volumes at $6.4 million for the quarter.
Although this is
$3.9 million less than the same quarter in 1997, it is an
increase of $3.2 million over the second quarter of 1998 and the
highest level since 1997 when Claricom purchases were influenced
by the old distributor contract, which required certain purchase
levels to maintain exclusive distribution rights in its
territories.

For 1998 to-date, the decrease in revenue compared to the same
period in 1997 is primarily due to lower shipments to Claricom.

Healthcare

Healthcare products comprise nurse call systems, intercoms and
room status indicators as well as more sophisticated patient
reporting systems, infrared locating systems and wireless
technologies. Customers include hospitals, surgical centers,
nursing homes and assisted living centers.

Healthcare revenue for the third quarter of 1998 decreased $2.4
million, or 23% compared to the same period in 1997. For 1998 to-
date, revenue decreased $2.3 million over the same period in
1997. These decreases were primarily the result of a change in
business practice whereby the Company will no longer ship
equipment to a customer site until it can complete each
contracted installation phase, at which time revenue will be
recognized. While there was a short-term impact on third quarter
revenue recognition, this new business practice also resulted in
a $0.5 million increase in the Healthcare backlog at the end of
September 1998 and is expected to shorten the Company's cash
conversion cycle. At the same time, the order rate for new
installations declined as competitors used the Company's efforts
to market this business for sale earlier in the year to create
concerns with potential customers about the Company's commitment
to this market and to recruit certain of the Company's sales and
operations employees.

GROSS PROFIT

Gross profit margin for the third quarter was $10.4 million or
31.1 % of revenue, compared to $14.9 million or 34.7% of revenue
for the same quarter last year. Lower margins reflect lower
fixed cost absorption due to lower volume and unfavorable channel
and product mix, resulting from the changes in our quarter end
sales incentives to independent distributors and lower revenue
from the Healthcare business.

For 1998 to-date, gross profit was $33.1 million or 32.4% of
revenue compared to $38.9 million or 33.3% of revenue for the same
period in 1997. The decrease is primarily due to lower volume.

OPERATING EXPENSES

Product development expenses were $2.4 million for the third
quarter of 1998, a decrease of approximately $0.8 million from the
same quarter last year. The decrease is a result of cost
reduction efforts and lower headcount. Product development costs
are expected to remain at the current level for the fourth quarter
of 1998. The same trends are evident on a year-to-date basis
compared to the same period in 1997. Selling, general and
administrative expenses were $10.3 million, or 30.7% of revenue
for the third quarter of 1998, compared to $10.2 million or 23.7%
of revenue for the third quarter of 1997. Management believes
these costs will decrease by approximately $0.6 million from the
current level after the separation of the Unistar business. The
unfavorable variances generated by Unistar activities, which
relate to the startup of Unistar's

Intranet business and legal expenses, along with higher employee
benefit costs, were partially offset by lower selling expenses.
Year-to-date, selling, general and administrative expenses were
$29.5 million, or 28.9% of revenues, compared to $30.4 million, or
26.1% of revenue for same period in 1997. The decrease is
primarily a result of lower selling expense.

SPECIAL CHARGES

During the third quarter, the Company recorded an $0.9 million
special charge consisting of loan forgiveness and severance costs
associated with changes in the Company's senior management
structure, along with recruiting costs for replacements. The
Company recorded an additional $4.4 million during the first and
second quarters to cover other costs of changes to the senior
management group, along with a charge for idle space on leased
premises.

INTEREST AND OTHER EXPENSE

Interest expense for the quarter and year-to-date increased
compared to the same periods in 1997 due to higher levels of bank
borrowings in 1998. Other income, net, for the quarter and year-
to-date decreased compared to the same periods in 1997 due to
lower interest income on invested cash and lower royalty income.

UNISTAR

In response to the legal decision issued December 17, 1998 in
AT&T vs. Coeur d'Alene Tribe, Unistar and the CDA have terminated
operation of the NIL and the US Lottery. As a result, Unistar
has reevaluated certain of its assets in accordance with the
provisions of SFAS No. 121, Accounting for the Impairment of Long-
Lived Assets. Based upon such review, management has determined
that both the intangibles and the advances to the NIL have been
impaired as of the date of this legal decision and will be
written down to zero during the fourth quarter of 1998. As of
September 30, 1998, intangibles and advances to NIL were
$12,977,582 and $12,872,544, respectively. Unistar has also
determined that NIL startup costs (primarily post-acquisition
building costs) included in other assets is impaired. These
amounts would have been written off as of January 1, 1999 in
accordance with SOP 98-5. However, due to the termination of NIL
operations, management has concluded that it should be written
off during the fourth quarter of 1998. NIL startup costs as of
September 30, 1998 included in other assets were approximately
$0.7 million.

On December 19, 1995, the Company acquired 100% of the common
stock of Unistar Gaming, a privately-held company which, through
its wholly-owned subsidiary, UniStar Entertainment, Inc., has an
exclusive five-year contract to design, develop, finance and
manage the National Indian Lottery (NIL) for the Coeur d'Alene
Tribe of Idaho ("CDA" or "the Tribe"). See Note F of the Notes
to Consolidated Financial Statements for the terms of the
agreement with the Tribe.

Unistar's original mission was to develop, install and manage a
National Indian Lottery accessible by telephone. Unistar
developed a state-of-the-art Internet and telephone-based system
providing both instant and draw lottery games, full player
accounting and tracking and automatic credit or debit card
clearance. As a hedge against potential adverse legal and
political decisions, Unistar began investigating
alternative applications and markets for its technology. Unistar
has developed an Intranet option whereby the games can be played
from dedicated kiosks (enhanced lottery terminals or "ELT's")
located anywhere and connected to a central system. Unlike slot
machines and Video Lottery Terminals (VLT's), the ELT system is a
lottery system and can be deployed by a state lottery under their
existing

authority without additional legislation. The instant games still
offer similar play action. Since growth in lottery revenues has
slowed down and actually declined in some cases, a number of
state lotteries are considering the deployment of the Unistar ELT
system as an extension of their lottery product lines. The
Company's efforts in this area have included presentations to
several states discussing the potential utilization of this
system.

The Company has made a significant investment in Unistar, which
upon acquisition created 8% dilution to the Company's
stockholders and, subsequent to the acquisition, has required an
additional $17.1 million in cash. During the nine-month period
ended September 30, 1998, the Company invested $5.8 million as
part of the cost to develop the software systems, building and
other costs related to the project, most of which have been
recorded as assets on the balance sheet. The total Unistar
investment as of September 30, 1998 is $31.0 million, including
$13.0 million in intangibles and the remainder consisting of
property and equipment and other non-current assets, along with
funded Unistar expenses.

During the second quarter of 1998, certain provisions in the
Management Agreement were clarified based upon the then-
operational status of the NIL. These provisions relate to
whether or not certain pre- and post-acquisition costs were
reimbursable from the NIL. Accordingly, during the second
quarter of 1998, $5.0 million was reclassified to other assets
representing additional amounts reimbursable from the NIL, offset
by a $2.8 million reduction in goodwill (reflecting pre-
acquisition costs) and $2.2 million in deferred revenue
(reflecting post-acquisition costs). With the termination of
NIL operations, all such amounts will be written off in the
fourth quarter of 1998.

Prior to the termination of its operation, the NIL conducted
business under the US Lottery trade name. The US Lottery began
test marketing its Instant ticket games on the Internet in July
1997 and, on April 3, 1998, announced five new instant games on
the Internet. On January 20, 1998, the US Lottery launched its
first Draw game, the "Super6", a national weekly draw lottery.
In addition, the US Lottery also launched a series of "Pick 3"
draw games, all of which were Internet or telephone-accessible.
As of September 30, 1998, the registered base of US Lottery was
approximately 32,000, an increase of 3,000 during the last three
months. NIL revenue also has grown significantly over the last
five quarters, as follows: 9/30/97 - $538,000, 12/31/97 -
$1,254,000, 3/31/98 - $2,923,000, 6/30/98 - $3,570,000, 9/30/98 -
$4,168,000. As an early stage startup business, the NIL did not
generate a profit. As a result, Unistar has not recognized any
revenue under the terms of the Management Agreement as of
September 30, 1998.

See Note F of the Notes to Consolidated Financial Statements for
a discussion of the impact of the termination of NIL operations,
legal issues and legislative proposals relating to the Unistar
business.

YEAR 2000

Status

The Company has completed a review of its computer systems to
identify systems that could be affected by the "Year 2000" issue.
Systems that do not properly recognize such information could
generate erroneous data or fail. Although the Company estimates
the cost to resolve the Year 2000 issue through its current
software system is less than $0.5 million, it has decided as part
of its long-term information systems plan to convert to a new and
more comprehensive software system for its information technology
(IT) infrastructure. The new system will cost approximately $2.0
million, including installation and data conversion costs. The
Company expects the new system to be operational by the end of the
first quarter of 1999. The costs for the new system will be
capitalized and depreciated over the expected service life of the

system beginning in 1999. Implementation of the new system began
during the third quarter of 1998. The Company has incurred
approximately $650,000 through September 30,1998, primarily for
the purchase of software licenses and certain system hardware.
In addition, the Company has completed the system blueprint, the
first significant milestone in the project. Blueprinting is the
evaluation and documentation of system requirements on a process
by process basis and serves as the framework for the configuration
of the system and the installation process. As of September 30, 1998,
it is estimated that the installation process is approximately
10% - 20% complete. Management believes that the conversion to new
software, which is currently underway and on schedule, will resolve
the Year 2000 issue as it relates to its IT infrastructure. There are
several peripheral systems that will not be replaced by the new software.
These systems are being made compliant using the Company's
internal resources, which have been redeployed from other
projects. The remedial effort is approximately 50% complete and
is scheduled to be 100% complete by the second quarter of 1999.
The total remedial cost for these systems is approximately
$50,000, of which approximately $25,000 has been incurred as of
September 30, 1998.

For non-IT (non-information technology that typically includes
imbedded technology such as micro-controllers) systems, the
Company has reviewed its production and other equipment and
determined that there are no significant Year 2000 issues. The
Company has also begun seeking representations and assurances
from its key vendors regarding timely Year 2000 compliance.
Other than such surveys of its vendors, the Company has not made
an assessment as to whether any of its suppliers or service
providers will be affected by the date change.

Risk Assessment

Although the Company believes that internal Year 2000 compliance
will be achieved by December 31, 1999, there can be no assurance
that the Year 2000 problem will not have a material adverse
affect on the Company's business, financial condition and results
of operations. The failure by the Company to correct a material
Year 2000 problem could result in an interruption in, or a
failure of, certain normal business activities or operations.
Presently, the Company perceives that the most reasonably likely
worst case scenario related to the Year 2000 issue is associated
with potential concerns with the ability of third party vendors
to provide products used in the manufacturing process. A
significant disruption in the product manufacturing process could
prevent the Company from completing new installations or system
upgrades and enhancements for its customers. This would
adversely affect the Company's results of operations, liquidity
and financial condition. The Company is not presently aware of
any vendor-related Year 2000 issue that is likely to result in
such a disruption.

Contingency Plan

The Company does not yet have a contingency plan in place to deal
with unforeseen conversion failures. Such a plan is currently
being developed and will include the identification of a team of
employees to be on call during the millennium change to monitor
key systems, providing for backup power sources and data
retention and recovery procedures for critical business data.
The contingency plan is expected to be in place by June 1999.

OTHER

On March 30, 1998, the Company entered into an Amended and
Restated Distributor Agreement with Claricom (the "Amended
Agreement"). The Amended Agreement, effective April 1, 1998 and
continuing through December 31, 2001, provides, among other
things, that Claricom will be a non-exclusive distributor of the
Company's telephony products and that Claricom can market products

competing with those sold by the Company. Upon execution of the
Amended Agreement, Claricom released to the Company the $5 million
plus interest being held in escrow to satisfy potential indemnity
claims under the 1996 Asset Purchase Agreement and waived all
potential contract claims under the prior distributor agreement.

The Amended Agreement provides the opportunity to supplement
sales in the Claricom territories with additional distribution.
Other distributors are in the process of being identified to sell
the Company's products in certain parts of Claricom's territory.
The Company estimates it will take six months to a year from the
time a new distributor is assigned a territory to achieve a level
of sales productivity comparable to established distributors.

FAS No. 130, "Reporting Comprehensive Income" became effective
for fiscal years beginning after December 15, 1997. This
Statement does not apply to the Company because it had no items
of other comprehensive income in any of the periods presented.

In April 1998, the American Institute of Certified Public
Accountants issued Statement of Position 98-5, "Reporting on the
costs of Start-Up Activities" (SOP 98-5). SOP 98-5 requires
costs of start-up activities and organization costs to be
expensed as incurred. In addition, the pronouncement requires
that, effective January 1, 1999, previously capitalized start-up
costs be expensed and classified as a cumulative effect of a
change in accounting principle. Approximately $2.0 million in
such costs, currently classified as other assets and intangible
assets, would have been written off as of January 1, 1999 in
accordance with SOP 98-5. However, due to the termination of NIL
operations, management has concluded that these costs will be
written off during the fourth quarter of 1998.

LIQUIDITY AND CAPITAL RESOURCES

On August 14, 1998, the Company entered into a new credit
facility with Fleet Capital Corp. The new credit facility
provides a maximum overall credit line of $30 million consisting
of a revolving line of credit for direct borrowings, along with
standby and trade letters of credit. Direct borrowings and
letter of credit advances are made available pursuant to a
formula based on the levels of eligible accounts receivable and
inventories. To minimize interest on the revolving line of
credit, the Company has the option to borrow based upon an
adjusted prime borrowing rate or an adjusted Eurodollar rate.
The credit facility is secured by substantially all of the
Company's assets and has a five-year term. Under the terms of
the new credit facility, the Company had approximately $6.7
million in borrowings available as of September 30, 1998. The
Company's liquidity, represented by cash, cash equivalents and
cash availability was $9.5 million as of September 30, 1998
compared to $28 million as of December 31, 1997.

At September 30, 1998 and December 31, 1997, cash and cash
equivalents amounted to $2.8 million and $7.7 million,
respectively, a decrease of $4.9 million. The decrease was
mainly due to the funding of the Companies year-to-date operating
losses, along with additional expenditures by Unistar for the
funding of NIL operations and the development of the Intranet
business.

For the nine-month period ended September 30, 1998, excluding the
March 1998 release of $5.1 million held in escrow since the sale
of the direct offices in 1996, $10.7 million of cash was used to
fund operating activities, including the payment of approximately
$3.0 million in special charges. During the same period in 1997,
cash used by operating activities was $8.8 million.

Cash used by investing activities totaled $6.9 million for the
year-to-date, compared to $6.4 million for the same period last
year. Spending primarily related to $5.8 million in expenditures
for Unistar
activities, an increase of $1.8 million over the same period in
1997. This was partially offset by lower capital and other
expenditures.

The Company generated $7.6 million in cash from financing
activities during 1998 to-date. The primary source of cash was
borrowings of $8.4 million, compared to no borrowings for the
same period in 1997. In 1997, the Company had sufficient cash on
hand to finance its operating requirements. For the same period
in 1997, the Company used $5.6 million in cash, primarily to
repurchase 2.1 million shares of the Company's common stock for
$5.4 million.

Total debt at September 30, 1998 was $24.2 million, an increase
of $8.6 million from $15.6 million at December 31, 1997. The
increase is a result of $8.4 million in bank borrowings from the
Company's existing credit facility, capital lease obligations of
$0.8 million incurred in connection with the acquisition of a new
computer software system and miscellaneous computer and
production equipment, and an increase to the carrying value of
the convertible subordinated debentures of $0.2 million due to
accretion. Debt was reduced by the repayment of $0.8 million in
capital lease obligations incurred in connection with equipment
and software acquisitions.

The Company believes that borrowings available under the credit
facility and cash flow from operations will be sufficient to meet
working capital and other requirements for the next twelve
months.

PART II - OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS
See Note F of the Notes to Consolidated Financial
Statements in Part I, Item 1 for details on legal
proceedings.

Item 2. CHANGES IN SECURITIES
Not applicable.

Item 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.

Item 5. OTHER INFORMATION
Not applicable.

Item 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits
11 - Statement Regarding Computation of Per
Share Earnings (see Note D of Notes to
Consolidated Financial Statements in Part I,
Item 1).
b) Reports on Form 8-K
None.

SIGNATURES

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

EXECUTONE Information Systems, Inc.

Dated: January 25, 1999 /s/ Stanley J. Kabala
Stanley J. Kabala
Chairman, President and Chief
Executive Officer

Dated: January 25, 1999 /s/ Edward W. Stone
Edward W. Stone
Senior Vice President and Chief
Financial Officer