SECURITIES AND EXCHANGE COMMISSION
                               Washington, DC. 20549
                                          
                                          
                                     FORM 10-Q/A
                                          
                                          
                                          
(Mark One)

[x]  Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934

     For the quarterly period ended MARCH 31, 1998 or

[  ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934

Commission file number 0-15235             
                       --------------------------------------------------------
                                 MITEK SYSTEMS, INC.   
                (Exact name of registrant as specified in its charter)

               DELAWARE                                        87-0418827
- ----------------------------------------       --------------------------------
     (State or other jurisdiction of                        (I.R.S. Employer
      incorporation or organization)                      Identification No.)

     10070 CARROLL CANYON ROAD, SAN DIEGO, CALIFORNIA    92131
- -------------------------------------------------------------------------------
(Address of principal executive offices)               (Zip Code)
                                          
Registrant's telephone number, including area code (619) 635-5900
                                                   ----------------------------
- -------------------------------------------------------------------------------
(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    .
                  ---    ---

     There were 11,552,376 shares outstanding of the registrant's Common Stock
as of May 7, 1998.



                            PART II - OTHER INFORMATION
                                          
                                          
                                          
Item 4.      The annual meeting of stockholders was held on February 11, 1998. 
             Brought to vote were the election of Directors for the ensuing 
             year. With 88.20% of shares represented at the meeting, the 
             following were elected to the Board of Directors: John M. Thornton,
             Chairman, Elliot Wassarman, Daniel E. Steimle, James B. DeBello, 
             Gerald I. Farmer and Sally B. Thornton.

             Also voted on, and approved, was the appointment of Deloitte & 
             Touche LLP as the Company's 1998 auditors.

             Immediately following the annual meeting of stockholders, an 
             organizational meeting of the Board of Directors of the Corporation
             was held to elect officers of the Corporation for the coming year. 
             The following persons were elected: John M. Thornton, Chairman of 
             the Board; Elliot Wassarman, President and Chief Executive Officer;
             John M. Thornton, Chief Financial Officer; Barbara Hurlstone, 
             Secretary.

Item 6.      Exhibits and Reports on Form 8-K

     a.      Exhibit 27 - Financial Data Schedule

     b.      The exhibits are on Form 8-K:  None

     c.      Reports on Form 8-K: Filed on January 6, 1998 - Appointment of 
             Elliot Wassarman as Chief Executive Officer and President, and 
             Director of the Company.  Resignation of John F. Kessler from the 
             position of Chief Executive Officer and President, and Director, 
             and the appointment of John F. Kessler to the position of Chief 
             Financial Officer.



                                     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.
                                          
                                          
                                          MITEK SYSTEMS, INC.
                                          (Registrant)
                                          
                                          
                                          
Date:          May 29, 1998               /s/ Elliot Wassarman
                                          -------------------------------
                                          Elliot Wassarman, President and
                                          Chief Executive Officer
                                          
                                          
                                          
                                          
Date:          May 29, 1998               /s/ John M. Thornton
                                          --------------------------------
                                          John M. Thornton
                                          Chairman



 


5 12-MOS SEP-30-1996 OCT-01-1995 SEP-30-1996 210,413 0 2,258,541 0 278,206 2,987,524 1,049,678 902,790 3,762,442 1,103,955 6,147 0 0 7,783 0 3,762,442 8,153,628 8,153,628 2,782,204 3,914,246 0 0 91,344 1,365,834 136,825 1,229,009 0 0 0 1,229,009 .16 .15