FORM 4 

(   ) Check this box if no longer subject to Section 16. Form 4 or Form 5 
obligations may continue. See Instruction 1(b).

                    U.S. SECURITIES AND EXCHANGE COMMISSION
                             _____________________
                             WASHINGTON, D.C. 20549

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                  STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
    Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
       Section 17(a) of the Public Utility Holding Company Act of 1935 or
              Section 30(f) of the Investment Company Act of 1940


1. Name and Address of Reporting Person
          William A. Kerr

2. Issuer Name and Ticker or Trading Symbol
          SGI International (SGII)

3. IRS OR SOCIAL SECURITY NUMBER OF REPORTING PERSON (VOLUNTARY)

4. Statement for Month/Year
          December 1998

5. If Amendment, Date of Original (Month/Year)
          N/A
6. Relationship of reporting person to Issuer (Check all applicable)
(X ) DIRECTOR ( ) 10% OWNER ( ) OFFICER (GIVE TITLE BELOW) ( ) OTHER 

7. Individual, or Joint/Group Filing (Check all applicable) (X ) Form filed by
One Reporting Person ( ) Form filed by More than One Reporting Person
=========================================================================== 

TABLE Table I Non-Derivative
Securities Acquired, Disposed of, or Beneficially Owned

1.    Title of Security (Instr. 3)
          Common Stock

2.    Transaction Date (Month/Day/Year)
          December 28, 1998   2,350 shares at $0.30 per share
          December 30, 1998     500 shares at $0.36 per share

3. Transaction Code (Instr. 8)
          P  V

4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)
          (D) Disposed 2,350 shares
              Disposed 500 shares 

5. Amount of Securities Beneficially Owned at End of Month (Instr. 3 and 4)
          438,613 shares

6. Ownership Form: Direct(D) or Indirect(I) (Instr. 4)
          (D) Direct

7. Nature of Indirect Beneficial Ownership (Instr. 4)
          N/A

Reminder: Report on a separate line for each class of securities beneficially 
owned directly or indirectly.
============================================================================

TABLE II Derivative Securities Acquired, Disposed of, or Beneficially Owned 
(e.g., Puts, Calls, Warrants, Options, Convertible Securities)

1. Title of Derivative Security (Instr. 3)
          Warrants

2. Conversion or Exercise Price of Derivative Security
          N/A

3. Transaction Date (Month/Day/Year) October 5, 1998
          N/A

4. Transaction Code (Instr. 8)
          N/A

5. Number of Derivative Securities Acquired (A) or Disposed of (D) 
   (Instr. 3, 4, and 5)
          N/A

6. Date Exercisable and Expiration Date (Month/Day/Year)
          N/A

7. Title and Amount of Underlying Securities (Instr. 3 and 4)
          Common Stock

8. Price of Derivative Securities (Instr. 5)
          N/A

9. Number of Derivative Securities Beneficially Owned at End of Month (Instr. 4)
          Common Shares underlying warrants 62,250

10. Ownership Form of Derivative Security: Direct(D) or Indirect(I) (Instr. 4)
          D

11. Nature of Indirect Beneficial Ownership (Instr. 4)
          N/A       

EXPLANATION OF RESPONSES:



/s/ William A. Kerr
- -----------------------------------------
SIGNATURE OF REPORTING PERSON DATE

**** INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACTS CONSTITUTE FEDERAL 
CRIMINAL VIOLATIONS. SEE 18 U.S.C. 1001 AND 15 U.S.C. 78FF(A).