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

                             FORM  10-KSB
(Mark One)

[X]   Annual  Report  under  Section 13 or  15(d)  of  The  Securities
Exchange Act of 1934
     for the Fiscal Year Ended December 31, 1996
[   ]  Transition  Report under Section 13 or 15(d) of The  Securities
Exchange Act of 1934 for the Transition
     Period from       to

Commission File No. 0-14937

                       PMC  INTERNATIONAL,  INC.
            (Name of Small Business Issuer in its Charter)

               COLORADO                            84-0627374
     (State of Incorporation)         (IRS Employer Identification No.)

     555 17th Street, 14th Floor,
         Denver, Colorado                             80202
  (Address of Principal Executive Offices)          (Zip Code)


Issuer's telephone number:                                      (303) 292-1177
Securities  to  be registered pursuant to Section 12(b)  of  the  Act:  None
Securities to be registered pursuant to Section 12(g) of the Act:

                  Common Stock, $0.01 par value
                          (Title of Class)

Check whether the Issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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  [  ]

Check  if  there is no disclosure of delinquent filers in response  to
Item  405  of Regulation S-B contained in this form, and no disclosure
will  be  contained,  to  the  best  of  registrant's  knowledge,   in
definitive  proxy or information statements incorporated by  reference
in  Part III of this Form 10-KSB or any amendment to this Form 10-KSB.
[   ]

The   Issuer's  revenues  for  the  most  recent  fiscal   year   were
$10,086,881.

The  aggregate market value of the voting stock held by non-affiliates
of  the  registrant, 8,687,787 shares based upon the average  bid  and
asked  prices of the Registrant's Common Stock on March 25,  1997,  as
quoted   in   the   National   Quotation  Bureau   was $21,176,480.81

As  of  March 25, 1997, the Registrant had 14,522,614 shares of common
stock issued and outstanding.

              Documents Incorporated by Reference:  NONE

    Transitional Small Business Disclosure Format:  Yes       No  X

                         Page 1 of 40 pages
                   Exhibit Index begins on page 19

<PAGE>
                             FORM  10-KSB

                    YEAR  ENDED  DECEMBER 31, 1996

                           Table of Contents

                                                                  Page

ITEM 1. DESCRIPTION  OF  BUSINESS                                    3
ITEM 2. DESCRIPTION  OF  PROPERTIES                                  7

ITEM 3. LEGAL  PROCEEDINGS                                           7

ITEM 4. SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS  8

ITEM 5. MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER
        MATTERS                                                      8

ITEM 6. MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL
        CONDITION AND  RESULTS  OF  OPERATIONS                       9

ITEM 7. FINANCIAL  STATEMENTS                                       13

ITEM 8. CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS
        ON  ACCOUNTING  AND  FINANCIAL  DISCLOSURE                  13

ITEM 9. DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS  AND  CONTROL
        PERSONS; COMPLIANCE  WITH  SECTION  16 (a)  OF  THE
        EXCHANGE  ACT                                               13

ITEM 10.EXECUTIVE  COMPENSATION                                     15

ITEM 11. SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND
        MANAGEMENT                                                  16

ITEM 12. CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS         17

ITEM 13. EXHIBITS  AND  REPORTS  ON  FORM  8-K                      19

SIGNATURES                                                          21

<PAGE>

ITEM 1.DESCRIPTION  OF  BUSINESS

PMC International, Inc. (the "Company") develops, markets, and manages
sophisticated  investment management products  and  services.   Not  a
money  manager itself, the Company's products and services  facilitate
the  selection  and/or monitoring of unaffiliated  money  managers  or
mutual  funds  for  customers of the Company's  distribution  channels
depending  upon  the  size, sophistication and  requirements  of  such
customers.   The  Company's products and services  address  investment
suitability  and  diversification, asset  allocation  recommendations,
portfolio  modeling  and  rebalancing,  comprehensive  accounting  and
portfolio performance reporting.  The Company's revenues are  realized
primarily  from  fee sharing agreements for its products  based  on  a
percentage  of managed assets as well as consulting fees  for  certain
advisory services and licensing fees from its software products.

Background of the Company
Founded  in  1986, the Company is an independent sponsor of  privately
managed  accounts  and  wrap programs targeted  at  the  high  network
markets.  The majority of the Company's revenues are derived from  its
individually managed wrap program, which the Company developed and has
administered since 1987.  In addition to its traditional wrap program,
since  1994 the Company has invested in developing related technology-
based  services  and  has  added staff  to  develop  and  support  the
Company's  new  products.   The Company's products  and  services  are
designed to assist professional financial consultants in their efforts
to   market  high  quality,  fully  diversified  portfolio  management
products.   Through the use of technology, the Company  assists  third
party  financial  advisers  such  as banks,  insurance  companies  and
brokerage   firms   (collectively,   "Institutional   Channels")   and
independent financial planners ("Independent Channels") in  allocating
and  diversifying  a customer's investment portfolio  across  multiple
asset  classes and investments.  In respect to Institutional Channels,
the Company's products allow for a repeatable sales process that helps
increase  sales  productivity  while  ensuring  compliance  with   the
Institutional Channels' corporate and regulatory policies.

The  Company  has a staff of approximately 60 people,  including  more
than 35 professionals, and conducts business in eight countries.   The
Company owns three subsidiaries: (i) Portfolio Management Consultants,
Inc.  ("PMC"),  an investment advisory firm; (ii) Portfolio  Brokerage
Services,   Inc.   ("PBS"),  a  broker/dealer;  and  (iii)   Portfolio
Technology  Services,  Inc. ("PTS"), which specializes  in  developing
proprietary  software  for  use  in the financial  services  industry.
Unless  the  context  otherwise requires,  references  herein  to  the
Company  include  subsidiaries and predecessors of the  Company.   The
Company's  principal executive office is located at 555  17th  Street,
14th  Floor, Denver, Colorado 80202 and its telephone number is  (303)
292-1177.

Products and Services
Portfolio Management Consultants, Inc.
     PMC currently has four discrete but vertically integrated product
lines.    Each  product  offered  by  PMC  is  designed  to   assist
professional  financial  consultants  in  various  aspects  of   their
business.  The four services are (i) Private Wealth Management , PMC's
individually managed account wrap program, (ii) Allocation Manager,  a
mutual  fund  asset  allocation program available both  on  paper  and
through the Company's proprietary software that provides comprehensive
and  detailed investment suitability analysis, recommended  allocation
of  assets,  portfolio  modeling  and rebalancing,  and  comprehensive
portfolio  performance  reporting,  (iii)  Managed  Account  Reporting
Services, a portfolio accounting and reporting service that operates as a
service  bureau,  and  (iv)  Style  Manager,  a  discretionary   money
management  program, using style index funds and  mutual  funds,  that
offers  equity  style rotation.  In addition, PMC provides  consulting
services to Institutional Channels and high net worth customers.

Private Wealth Management
     Private Wealth Management, PMC's multi-manager institutional wrap
program,   has  historically  been  PMC's  largest  revenue  producer.
Targeted  toward  customers with high net worth  (typically  having  a
portfolio  larger than $1 million), Private Wealth Management  assists
financial   advisors   in   assembling  a  custom-selected
<PAGE>
team   of
professional  money  managers, which precisely matches  an  individual
investor's personal investment goals, risk tolerance, and objectives.
     Each  portion of an individual's portfolio (allocated into  asset
classes  such as equity, fixed income and cash, and asset  sub-classes
such as value, growth, large cap, small cap, and emerging markets)  is
managed  by  a carefully selected institutional money management  firm
that  has been chosen from PMC's list of recommended managers as  best
suited  to match an investor's investment philosophy within a specific
discipline.   An  important and proprietary component of  the  Private
Wealth  Management  program involves the basis of selection  of  these
money  managers.   PMC  currently recommends a number  of  independent
money   managers  for  its  Private  Wealth  Management  multi-manager
program,  representing  a  diverse range of philosophies  and  styles.
These  managers  are  chosen based largely  on  quantitative  analysis
emphasizing  return-based,  multi-factor  style  benchmarking.    High
correlations to benchmarked indices, supported by positive  alpha  and
positive excess returns are necessary to meet the "preferred" standard
for  manager  recommendations.  Also considered in manager evaluations
are   historical   performance,  investment  philosophy   and   style,
disciplines,  employee turnover, rate of growth,  accounts  gained  or
lost,  and  industry  reputation.   To  help  a  customer  choose  and
understand investment options, PMC provides detailed profiles on money
managers  in  the context of style and methodology to achieve  maximum
investment  diversification.  Additionally, PMC will provide  guidance
on  the  termination of existing managers and the rebalancing  of  the
customer's   assets.    The  Company  considers   periodic   portfolio
rebalancing decisions to be an extremely important determinant of long-
term  performance.   Thus,  several rebalancing  options  are  offered
within PMC's private account programs.
        Private Wealth Management is marketed under both the PMC label
and  private labels.  Institutional Channels currently using  private-
label  versions of Private Wealth Management include Chase  Investment
Services  ("CIS"); National Financial Correspondent Services ("NFCS"),
the  wholly  owned  brokerage and securities  clearing  subsidiary  of
Fidelity  Management  and Research; and Israel Discount  Bank  of  New
York.   Additionally, PMC distributes Private Wealth Management  under
its  own  name  through thirty financial planning  broker/dealers  and
independent  investment advisers.  To support the sales  process,  the
Company employs a staff of marketing representatives.  The Company has
a  joint  marketing agreement with Schwab Institutional Management,  a
division  of  Charles  Schwab  &  Co.,  Inc.,  pursuant  to  which   a
specialized  version  of  the  Private Wealth  Management  program  is
marketed  to independent investment advisers who utilize the  services
of  Schwab.  Currently, PMC is servicing Institutional Channels in the
U.S. and seven Latin American countries.

Allocation Manager
   Allocation  Manager, introduced in late 1995 and  as  an  operating
product  during the third quarter of 1996, is a Windows-based software
program.   The  program is designed to aid in the solicitation,  sale,
and   servicing   of   mutual  funds,  variable  annuities,   offshore
investments  and other selected financial products.  A highly-flexible
program  based upon theories of mass customization, Allocation Manager
has  the  capability  of being tailored for use by specific  financial
distribution channels having their own proprietary product mix.   This
product  assists  in  guiding a wide range of  investors  through  the
complex  process  of  choosing an appropriate  combination  of  mutual
funds.
   Allocation Manager was built with the intention of being customized
by   PMC's  existing  and  prospective  clients,  many  of  whom  have
proprietary families of mutual funds.  As a result, Allocation Manager
supports  a  broad  range  of financial products  and  programs,  both
domestically  and  globally, and can be customized to  the  individual
requirements of Institutional Channels.
   A  version of Allocation Manager, called Fund CounselorSM, is being
marketed  by  NFCS who will provide brokerage, clearing and  custodial
services  and  will make the program available to its  more  than  225
bank,  insurance and financial planning broker/dealers.  In  addition,
PMC is currently pursuing similar relationships with other substantial
distributors  and  securities  clearing  firms  and  will  market  the
Allocation Manager platform within the Schwab Institutional Management
system.
     Based  upon  (i)  the  substantial growth  in  the  mutual  funds
industry  over the last 15 years, (ii) investor trends in mutual  fund
investment, and (iii) industry expectations, management believes PMC's
existing expertise and operations will permit a smooth integration  of
this  new  program with existing expertise and products  and  services
offered  by the Company while expanding the distribution channels  for
such  products  and  services.
<PAGE>
Because  the  program  also  provides
educational   tutorials,  training  modules  and   dynamic   portfolio
modeling,  Allocation Manager is much more than simply  a  "front-end"
sales  tool.  It can be positioned as a technology sale with licensing
revenues  to  PTS  or  it  can be positioned,  subject  to  applicable
regulatory  guidelines  and restrictions, as an investment  management
tool, allowing PMC to receive asset-based pricing.

Managed Account Reporting Services
     Management  believes  that as a result of the  tremendous  growth
within  the fee-based financial advisory segment of the industry  over
the  past  ten  years,  many institutions have been  seeking  ways  to
improve  their reporting capabilities.  The Company's Managed  Account
Reporting  Service  ("MARS")  is used by  financial  professionals  in
providing   customers  with  the  increasingly  important  value-added
services  of  portfolio  performance  reporting  and  cost-based   tax
accounting.   Essentially  a service bureau/data  processing  service,
MARS leverages a PMC core competency, allowing PMC to sell, on a stand-
alone basis, its attractive monthly and quarterly reports.
     MARS  provides  detailed  statements that  include  comprehensive
management reporting, account reconciliation and cost-based accounting
on  a  full-accrual  basis.   In addition, PMC  provides  full  color,
quarterly performance reports detailing the investor's objectives  and
performance of each investment strategy, money manager or mutual fund,
as well as the entire portfolio.
     During 1996 PMC entered into an agreement with National Financial
Services Corporation, an affiliate of Fidelity Management and Research
("NFSC"), to manage NFSC's newly created performance reporting service
called  MAPS  Tool Box ("MAPS").  MAPS provides NFSC's  correspondents
with  access  to high quality, quarterly performance reports  and  tax
lot, cost basis and fully accrued account statements.  This service is
targeted  at  high  net worth investors managed by financial  planners
and financial consultants who use the securities clearing services  of
NFSC.   MARS  is  also being marketed within the Schwab  Institutional
Management  system to the many investment advisers that  use  Schwab's
custodial   services   and  to  other  financial   institutions   both
domestically and abroad.

Style Manager Asset Management Products
     Style  Manager  is  a  family of discretionary  asset  management
products  that  recommend strategies for the periodic  rebalancing  of
both institutional and retail investor portfolios.  Through the use of
Style Manager, clients' portfolios are periodically rebalanced through
the  rotation of U.S. equity styles (i.e., growth and value  companies
and large, mid and small capitalization companies), with the intention
of  capturing superior performance that results from taking  advantage
of  certain cyclical sector inefficiencies in the U.S. equity markets.
Recommended  shifts in equity allocations are designed to move  assets
away  from  under-performing sectors into those projected  to  perform
best.  Although Style Manager recommends shifts within the U.S. equity
markets, it does not recommend shifts between macro asset classes such
as  stocks,  bonds and cash, thus the program is not a  market  timing
program as the term is generally used.  Currently, three Style Manager
versions have been developed.

Portfolio Brokerage Services, Inc.
     Portfolio  Brokerage  Services,  Inc.,  ("PBS")  a  wholly  owned
subsidiary of the Company, is registered as a broker/dealer  with  the
NASD   and   in  all  U.S.  jurisdictions.   PBS  executes  securities
transactions  for certain of PMC's privately managed account  programs
on  behalf of its customers on a delivery vs. payment basis.  A  self-
clearing broker/dealer, substantially all trading activity of  PBS  is
unsolicited  and initiated by the independent money managers  used  in
PMC's  Private Wealth Management program.  Managers make all  buy  and
sell  decisions  and  place most orders with PBS for  execution.   PBS
executes  substantially all trades through third party market  makers.
All transactions are effected on an agency basis.

Portfolio Technology Services, Inc.
     Portfolio  Technology  Services, Inc.  ("PTS"),  a  wholly  owned
subsidiary  of  the  Company,  is a technology  company  dedicated  to
providing  innovative  software products  to  the  financial  services
industry.   PTS leverages
<PAGE>
the product knowledge of PMC to  design  and
build   integrated  product  solutions  to  meet  the   challenge   of
consolidating  products  and  pricing  in  multiple  segments  of  the
financial  services  industry.  As its  primary  contribution  to  the
Company,   PTS  has  developed  the  sales  and  advisory  workstation
platforms used for Allocation Manager and communication interfaces  to
multiple  custodial systems.  PTS licenses its technology and provides
customization services to its strategic partners.

Significant Relationships
     Fees  from  the  Company's  private  wealth  investment  advisory
programs  generate most of the Company's gross revenues.  The programs
are  marketed  and  sold  by  Institutional Channels  and  Independent
Channels either under the Company's name or under the "private  label"
of  such channel.  The Company's private label relationships with CMIS
accounted  for  approximately 18% of the Company's gross  revenues  at
year-end   1996.    CIS   has  restructured   its   business,   which
restructuring has materially and adversely affected the gross revenues
derived from that relationship during 1996.  While the Company has  no
reason  to believe that its current investment advisory programs  will
not  continue  or,  other than the restructuring of the  CIS  program
discussed above, that they will not continue to generate revenues  for
the  Company  consistent with prior years, there can be  no  assurance
that such will be the case.
     Pursuant  to a joint marketing agreement between the Company  and
Schwab  Institutional Management, a specialized version of the Private
Wealth  Management program is being marketed to independent investment
advisers  who utilize the services of Schwab Institutional Management.
The  Company's agreement with Schwab potentially represents one of the
Company's most significant new relationships.  Schwab provides custody
and  clearing services for independent registered investment  advisers
("RIAs").   With  respect  to  Schwab Institutional  Management's  RIA
customers  who  determine to use the Company's products and  services,
Schwab  Institutional Management will provide brokerage,  custody  and
securities  clearing services while PMC will provide asset allocation,
money  manager due diligence, quarterly reporting, sales  support  and
training.
     The  Company is continuing to target other means of distribution,
and  has  executed selling agreements with new Institutional  Channels
for  its  products.   Examples of the new relationships  include  MONY
Securities  Corporation  and  Farwest  Advisory  Services,  Inc.,  the
investment advisory affiliate of Investment Centers of America.   MONY
Securities  Corporation  will  use  Allocation  Manager  to  sell  its
proprietary  fund  family, the Enterprise Funds,  while  Farwest  will
market PMC's "off-the-shelf" program to sell mutual funds selected  by
PMC.

Competition
     In  offering  services  through  its  Independent  Channels,  the
Company  competes with other firms that offer wrap and managed account
program.   The  Company's  customers  in  turn  compete  with   banks,
insurance  companies,  large securities brokers  and  other  financial
institutions  that  offer wrap account programs to  the  public.   The
Company  believes that firms compete in this market primarily  on  the
basis of service, since the wrap fees charged by others are similar to
those charged by the Company.  None the less, the Company believes its
pricing  is  competitive with industry standards.  While a  number  of
firms  each provide a portion of the services provided by the Company,
the  Company  believes  it is one of a few firms  offering  integrated
services  to  customers.   Firms that  compete  with  the  Company  in
providing  services  to  its  Independent Channels  and  Institutional
Channels may have more financial resources and greater recognition  in
the  financial community than the Company.  Competitors may reduce the
fees  charged  for  wrap account programs or pursue other  competitive
strategies that could have an adverse impact on the Company.
     The  Company's  success  is  in large  part  a  function  of  the
Independent  Channels  and Institutional Channels  through  which  its
services  are offered to others.  There are many alternatives  to  the
programs  that  are being offered to the public, such  as  life  cycle
funds,  asset allocation funds, portfolio strategies and  third  party
asset  allocations services, and these services are  competitive  with
those  offered by the Company.  As financial institutions continue  to
grow  and  build in-house asset administration services  capabilities,
some  will  be able to provide these services internally  rather  than
using  outsourcing providers.  Competitors may succeed  in  developing
products  and  services that are more effective than those  that  have
been  or may be developed by the
<PAGE>
Company and may also prove to be more
successful than the Company in developing these products and marketing
these services to third party asset managers.

Government Regulation
     The  Company's  business  falls entirely  within  the  securities
industry,  an  industry that is heavily regulated by the  federal  and
state governments.  The Company is subject to regulatory changes which
could  adversely  affect  its business.  For example, in the event the
federal government imposes a tax onsecurities  transactions,  as  has  been
proposed  from  time to time by the executive branch  of  the  federal
government.   The  increased cost associated therewith  could  have  a
material  adverse effect on the business of the Company.  In addition,
as   an   investment  adviser  and  a  broker/dealer,  the   Company's
subsidiaries are subject to regulation by the Securities and  Exchange
Commission  ("SEC"),  the National Association of Securities  Dealers,
Inc.  ("NASD")  and  state  regulatory  agencies.   Consequently,  the
Company  could  become subject to restrictions or sanctions  from  the
SEC, the NASD or such state regulatory agencies.  It is impossible  to
predict  the direction future regulations will take or the  effect  of
such regulations on the Company's business.

ITEM 2.DESCRIPTION  OF  PROPERTY.

The  Company  leases approximately 20,000 square feet of office  space
for  its  corporate  headquarters in the Anaconda Tower  at  555  17th
Street,  Denver, Colorado, pursuant to a lease that expires  in  2001.
The  Company  pays  approximately $20,000 per month  for  this  office
space.   The  Company also leases approximately 1800  square  feet  of
office  space in Boulder, Colorado, primarily for its subsidiary  PTS.
The Company pays approximately $2,500 per month for this office space.
The lease for the Company's Boulder office expires in 1998.

ITEM 3.   LEGAL  PROCEEDINGS.

During November 1993, representatives of the staff of the SEC began an
examination  of  PMC  and  in January 1994, the  Commission  issued  a
"Formal  Order  of Investigation."  In April 1994, the  staff  of  the
Commission made a formal enforcement recommendation against  PMC,  its
President  Mr.  Kenneth  S. Phillips and its  former  Chief  Executive
Officer  Mr.  Marc Geman, who subsequently terminated his  association
with   the   Company  and  its  subsidiaries  in   July   1995.    The
recommendation  alleged that PMC and such officers had violated  anti-
fraud  provisions  of the Securities Exchange Act and  the  Investment
Adviser's  Act  of  1940 and the record keeping  requirements  of  the
Exchange Act.

Over  the  course  of  the following two years the  Company  committed
significant resources to its defense and the defense of its  officers.
The case addressed issues associated with disclosures and standards of
"best  execution"  in advisory and wrap programs.   The  investigation
adversely  affected the Company's new business development  activities
during  the  period,  as  very  few  firms  were  willing  to  develop
relationships with the Company while an enforcement recommendation was
pending.

On June 27, 1996, PMC and Mr. Phillips announced that they had reached
a   settlement  agreement  with  the  Commission.   Pursuant  to   the
settlement  agreement,  PMC  and Mr. Phillips,  without  admitting  or
denying  the  Commission's allegations, consented to an Order  whereby
PMC  agreed  to  engage  a  compliance executive  and  to  refund  net
principal trading profits together with prejudgment interest  thereon,
in  an  amount to be determined by an independent accountant.  The  net
trading profits were determined to be $456,788.25 and the total amount
to  be  refunded is approximately $620,000, plus interest  at  9%  per
annum  from  January 1, 1997, until the date of payment.  The  Company
reserved  $465,000 in the fourth quarter of 1995 and the  balance  was
expensed  in  1996.  The Company anticipates that the  refund  process
will be completed by May 1997.  In addition, Mr. Phillips agreed to  a
censure and payment of a $25,000 fine.

<PAGE>
ITEM 4.   SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS.

No matter was submitted to the vote of security holders during 1996.

ITEM  5.    MARKET   FOR   COMMON  EQUITY  AND   RELATED   STOCKHOLDER
MATTERS.

Prior  to February 1995, the Company's Common Stock was traded on  the
NASDAQ  Small  Cap Market.  The Company's Common Stock (symbol:  PMCI)
currently  trades  in  the over-the-counter  market  in  the  National
Quotation  Bureau's  Listing, also known as the Bulletin  Board.   The
following  table  shows the high and low bid prices of  the  Company's
Common  Stock  for  the periods indicated.  These  quotations  reflect
inter-dealer  prices without retail markup, markdown,  or  commissions
and may not represent actual transactions.

                         High Bid    Low Bid

       1995
       First Quarter      $1.25       $0.6875
       Second Quarter     $0.6875     $0.50
       Third Quarter      $1.3125     $0.5625
       Fourth Quarter     $1.625      $0.75

       1996
       First Quarter      $1.00       $0.625
       Second Quarter     $1.8125     $0.9375
       Third Quarter      $2.0625     $1.375
       Fourth Quarter     $2.00       $1.375

       1997
       First Quarter      $2.50       $2.00
       (through March 25)

As of March 25, 1997, the Company had approximately 392 record holders
of its Common Stock.

The  Company  currently has outstanding a total of 138,183  shares  of
Series A Preferred Stock.  As of January 31, 1997, the Company was  in
default in the payment of dividends on the Series A Preferred Stock in
the  amount of $322,700.  No dividends may be paid on the Common Stock
if dividends payable on the Series A Preferred Stock are in arrears.

The Company has never paid dividends on its Common Stock and currently
intends   to  retain  all  earnings  for  the  continued  growth   and
development of its business and has no plans to pay cash dividends  in
the  future.  Any change in the Company's dividend policy will be made
in  the discretion of the Company's Board of Directors in light of the
Company's   future   earnings,   financial   condition   and   capital
requirements and of general business conditions and other factors that
cannot now be predicted.

The  Company sold the following securities without registration  under
the  Securities  Act of 1933, as amended, that relate  to  the  period
covered by this Form 10-KSB.

Bedford Loans
In July 1995, the Company entered into a transaction with Bedford
Capital Financial Corporation ("Bedford") pursuant to which Bedford
and certain related persons loaned $1.2 million to the Company and
received an option to loan up to an additional $1.8 million to the
Company for a specified period of time and pursuant to certain call
provisions.  Between July 1995 and July 1996, the Company obtained the
full $3.0 million

<PAGE>
financing from Bedford and such related persons.
Each dollar loaned carried a ten-year warrant to purchase one share of
the Common Stock at an exercise price of $1.00 per share.

December 1995 and June 1996 Private Placements
In December 1995 and January 1996, the Company issued a total of 482.5
units through a private placement, with each unit consisting of a
convertible promissory note with a principal amount of $1,000 and a
warrant to purchase 1,000 shares of Common Stock at an exercise price
of $1.00 per share.  During June 1996 the Company issued an additional
1,017.5 units through another private placement under substantially
the same terms.  The purchasers of these units were primarily
employees, business associates and affiliates of the Company.  Each
purchaser received registration rights with respect to the shares of
Common Stock underlying the warrants.

November 1996 Bridge Loan
In November 1996, the Company borrowed $250,000 to fund its working
capital requirements pending closing of a private placement of Common Stock in
December, 1996.  Fifty percent of the loan was provided by Keefe, Bruyette &
Woods, Inc., the Placement Agent in the December 1996 private placement, and
the balance equally by certain members of management of the Company, Bedford,
and certain affiliates of Bedford.  The lenders received five-year warrants to
purchase an aggregate of 25,000 shares of the Common Stock.  The warrants have
an exercise price of $1.625 per share.  The lenders received registration rights
with respect to the Common Stock to be issued upon exercise of the warrants.

December 1996 Private Placement
On December 24, 1996, the Company completed a private placement of
5,177,000 shares of Common Stock at a price of $2.125 per share.  For
which Keefe, Bruyette and Woods, Inc. ("KBW") acted as sales placement agent.
The purchases of the Shares were all accredited investors introduced
to the Company by KBW.

December 1996 Restructuring
On December 24, 1996, the Company completed a restructuring of its
debt.  The restructuring involved the repayment of interest owing
under the notes issued in connection with the December 1996/January
1996 and May/June 1996 private placements and the Bedford loans.  In
connection with the restructuring, as more fully explained in the
Liquidity and Capital Resources section, below, Bedford exercised warrants to
purchase a total of 1,023,750 shares of Common Stock, canceled
existing warrants, received repayment of debt, and received new
warrants to purchase 150,000 shares of Common Stock at an exercise
price of $2.125 per share.  The holders of warrants issued in
connection with the December 1995 and June 1996 private placements
exercised warrants to purchase an aggregate of 1,500,000 shares of
Common Stock, and received, pro rata, new warrants to purchase an
aggregate of 150,000 shares of Common Stock at an exercise price of
$2.125 per share.

In each of the cases listed above, the Company claimed an exemption
from the registration requirements of the Securities Act under Section
4(2) of the Securities Act and Regualtion D thereunder.

Preferred Stock Conversion
On December 24, 1996, the Company also effected a voluntary conversion
of  173,170  shares  of  the Company's Series A Preferred  Stock  into
238,043 shares of Common Stock.  The Company claimed an exemption from
registration  under  Section  3(a)(9) of  the  Securities  Act  as  an
exchange  of securities of the Company satisfying the requirements  of
that section.

ITEM   6. MANAGEMENT'S   DISCUSSION   AND   ANALYSIS    OF    FINANCIAL
CONDITION  AND RESULTS  OF  OPERATIONS.

The  information set forth below contains "forward looking statements"
within   the  meaning  of  the  federal  securities

<PAGE>
laws,   including
statements  regarding opportunities for growth from  expanded  use  of
existing   distribution  channels  and  expanded   use   by   existing
distribution  channels  of  the Company's products  and  services  and
similar expressions concerning matters that are not historical  facts.
These  statements  are subject to risks and uncertainties  that  could
cause actual results to differ materially form those expressed in  the
statements.

General
PMC International, Inc. (the "Company") develops, markets, and manages
sophisticated  investment management products  and  services.   Not  a
money  manager itself, the Company's products and services  facilitate
the  selection  and/or monitoring of unaffiliated  money  managers  or
mutual  funds  for  customers of the Company's  distribution  channels
depending  upon  the  size, sophistication  and  requirements  of  the
investor.   The  Company's  products and services  address  investment
suitability  and  diversification, asset  allocation  recommendations,
portfolio  modeling  and  rebalancing,  comprehensive  accounting  and
portfolio performance reporting.  The Company's revenues are  realized
primarily from fee sharing agreements for its products
based on a percentage of managed assets as well as consulting fees for
certain  advisory  services  and  licensing  fees  from  its  software
products.

The  Company's consolidated revenues are generated through  its  three
operating subsidiaries Portfolio Management Consultants, Inc. (`PMC"),
Portfolio  Brokerage Services, Inc. ("PBS"), and Portfolio  Technology
Services,  Inc.  ("PTS").   Currently,  the  Company's  revenues   are
primarily   derived  from  fees  charged  to  customers  for   certain
investment  advisory, portfolio administration and reporting  services
("Investment  Management  Fees")  which  generally  are  collected  in
advance  on  a  quarterly  basis from each of  its  customers.   PMC's
Investment  Management  Fees  are  determined  and  collected   as   a
percentage  of managed assets.  Those fees are affected by the  extent
to  which  the  Company attracts new or loses existing customers,  the
appreciation or depreciation of the U.S. and international equity  and
fixed  income  markets,  and the type and size  of  accounts  and  the
corresponding difference in fee schedules.

Selected Financial Data
The  selected financial data presented below has been derived from the
Company's financial statements.  This financial information should  be
read  in  conjunction with the consolidated financial  statements  and
notes thereto appearing elsewhere herein.

                          Balance Sheet Data

         Year Ended December 31,
                         1996        1995
Total Assets         $9,438,000   $ 2,940,000
Total Liabilities    $2,893,000   $ 4,856,000

Shareholders' Equity $6,545,000   $(1,916,000)

<PAGE>
                     Statement of Operations Data

                                                   1996        1995
  Consolidated Capital Expenditures             876,000     917,000
  Consolidated Depreciation                     538,000     148,000
  Consolidated Cash Flow from                (4,600,000) (1,189,000)
   Operations & Investing Activities
  Consolidated Cash Flow from                10,785,000   1,363,000
   Financing Activities

                              REVENUES
                                   % change         1996       1995
  Investment Management Fees         +11.5%   $9,635,000  $8,633,000
    Other Revenue         -           -1.5%  $   452,000  $  539,000
    Total Revenue                    +10.0%  $10,087,000  $9,172,000

                              EXPENSES
                                      % change       1996       1995
  Investment Management & Custodial      +8.5% $ 5,580,000  $5,140,000
   Fees Paid
  Operating Expenses                    +32.0% $ 8,532,000  $6,476,000
      Totals                            +21.0% $14,112,000 $11,616,000

      Net Income (Loss)                  + 65% ($4,025,000) ($2,444,000)

During 1996, PMC settled the SEC investigation that had begun in  late
1993.   As  a result the Company has agreed to disgorge the  principal
profits  of  $456,788.25  earned  in  1993  and  1994,  together  with
prejudgment interest of approximately $164,000 to clients  which  were
affected by the Company's principal trading activities.

The  Company  incurred $291,167 in interest expense that was  paid  to
note  holders  of the bridge financings and the subordinate  note  from
Bedford Capital (see Liquidity and Capital Resources below).  As of
year-end 1996, all these notes were paid or converted to capital stock.

Operating expenses increased by approximately $2,000,000 for the  year
ended December 31, 1996, vs. the same period in 1995 due to:
1.Increase  in  compensation and consulting expense  by  approximately
  $1,000,000  in 1996 vs. the same period in 1995.  This increase  was
  caused by the addition of staff to the Company's marketing and sales
  team as well as its technology group and operations.  Headcount during
  1996 increased from 43 to 53.  These additions were necessary in order
  to continue the Company's systems enhancements and maintenance due to
  a change from outsourcing such activities to in-house operations. The
  Company began strengthening its marketing and sales group to provide a
  better market presence for its products and services in 1997.
2.Increase of occupancy costs, which include furniture and equipment,
 by approximately $500,000 in 1996 vs. the same period in 1995.  This
 increase was primarily due to additional depreciation expenses caused
 by computer purchases and software development in late 1995 and during
 1996.
3.Increase in marketing seminars and conventions.  The Company
 incurred approximately $306,000 in such expenses during 1996 vs.
 $113,000 during the same period in 1995.  The majority of these
 seminars and conventions took place during the second half of 1996 and
 were intended to increase the Company's visibility during introduction
 of its new products to the market.

4.Increase in interest expense by approximately $235,000 vs. the same
 period last year.  This increase was caused by additional financing
 and borrowing to fund the Company's cash requirements for 1996.

<PAGE>
5.Increase of other expenses such as data processing, supplies,
 equipment repair and so forth by approximately $300,000 in 1996 vs.
 the same period in 1995.  The increase was primarily due to business
 expansion and new product development and introduction.

Significant  changes in PMC's balance sheet that impacted PMCI's  cash
flow   requirements  included  the  capitalization  of   approximately
$300,000 in connection with the development of the Allocation  Manager
software  program and approximately $576,000 of newly  acquired  fixed
assets  in connection with hardware and software requirements for  PTS
and PMC's operations department.

PMCI's  cash  position was enhanced significantly due to fund  raising
activities  through  a  private  placement  in  December   1996
(see Finacial Statements).

Liabilities  decreased substantially by $1,964,000 as of December  31,
1996 vs. the same period in 1995.  The reduction was primarily due  to
repayment of bridge notes and part of the subordinated debt as well as
conversion  of  the  remaining part of the subordinated  debt.   These
activities  are  explained in more detail in the Financial Statements.
Accounts  payable  was reduced  by  approximately  $600,000
during  the  same period.  These reductions were possible due  to  the
funding  as  the  result  of the private placement  that  occurred  in
December 1996.

Liquidity and Capital Resources
The  Company's  operating losses incurred over the last several  years
resulted in the need for significant funding.  During the first  three
quarters  of  1996, the Company borrowed an aggregate of $1.8  million
from Bedford Capital Financial Corporation ("Bedford") and received an
additional $1.0 million from the private placement of debt securities.
These  financings  were in addition to $1.2 million  borrowed  by  the
Company from Bedford in July 1995 and $482,500 received by the Company
from  the private placement of debt securities in late 1995 and  early
1996.   In  November 1996, the Company borrowed an additional $250,000
as  bridge  financing to fund working capital shortfalls  through  the
completion  of  a private placement of Common Stock (see  "Business  -
Corporate  History").  The Bedford loans, the private placements,  and
the  bridge  financing  each  involved the  issuance  of  warrants  to
purchase Common Stock.

In  December  1996  the  Company  completed  a  private  placement  of
5,177,000 shares of Common Stock at a price of $2.125 per share.  Also
in  December 1996, the Company completed a restructuring of  its  debt
and a partial restructuring of its preferred stock.  The restructuring
involved  (i) the payment of all outstanding interest on  the  Bedford
loans, the repayment of Bedford of $1,976,250 of outstanding principal
on  the Bedford loans, the exercise by Bedford of warrants to purchase
1,023,750  shares of Common Stock and delivery by Bedford of canceled
promissory notes in the amount of 1,023,750 in satisfaction of the exercise
price of the warrants,  the
cancellation  of  Bedford's remaining warrants, and  the  issuance  to
Bedford  of  new warrants to purchase up to 150,000 shares  of  Common
Stock at an exercise price of $2.125 per share;  (ii) the exercise  of
warrants  to  purchase  1,500,000 shares of  Common  Stock  issued  to
investors  in  connection  with  the Company's  private  placement  of
promissory  notes  and  warrants  in December  1995/January  1996  and
May/June  1996 and the delivery of canceled promissory  notes  in  the
aggregate  principal  amount  of $1,500,000  in  satisfaction  of  the
exercise  price  of  such warrants, payment  by  the  Company  of  all
outstanding  interest due and owning on such notes as of the  exercise
date,  and  the issuance of new warrants to purchase an  aggregate  of
150,000  shares of Common Stock to such investors; (iii) the repayment
of  the  November 1996 bridge loan and (iv) the conversion of  173,170
shares  of the Company's Preferred Stock into 238,043 shares of Common
Stock,  resulting in a reduction in the Company's cumulative  dividend
obligation  to  the  holders of Preferred Stock from  $583,576  as  of
September 30, 1996, to $322,700 as of January 31, 1997.  A portion  of
the  conversion of shares of the Company's Preferred Stock into Common
Stock   was   effected  in  January  1997.

The  Company believes that the proceeds of the December 1996  offering
and  restructuring  have resulted in

<PAGE>
sufficient capital  resources  to
meet  the Company's substantial additional funding requirements  until
its  new  and  existing products and services can generate  sufficient
revenues to offset its costs.  The Company's intention is to  use  the
additional  equity capital to (i) finance any future operating  losses
the  Company  may incur, (ii) strengthen the Company's  balance  sheet
with the goal of relisting of the Common Stock on the NASDAQ Small Cap
Market,  and  (iii)  provide  adequate working  capital  to  meet  the
Company's long term requirements.


ITEM 7. FINANCIAL  STATEMENTS.

See  the financial statements attached to this report which starts  at
page F1.

ITEM 8. CHANGES    IN    AND   DISAGREEMENTS   WITH   ACCOUNTANTS    ON
       ACCOUNTING  AND  FINANCIAL  DISCLOSURE.

None.

ITEM 9 .DIRECTORS,   EXECUTIVE   OFFICERS,   PROMOTERS   AND    CONTROL
        PERSONS,   COMPLIANCE  WITH  SECTION  16 (a)  OF  THE  EXCHANGE
        ACT

Kenneth  S.  Phillips.   President and  CEO,  Director,  Mr.  Phillips
founded  PMC  in 1986 and serves as the President and Chief  Executive
Officer  of  the Company.  Mr. Phillips is responsible  for  corporate
direction, product development and strategic planning.  He was  a  co-
founding  participant in the Wilshire Cooperative in 1986  (associated
with  the  institutional  consulting firm  Wilshire  Associates).   He
served as the Chairman of the Publications Committee of the Investment
Management  Consultants Association ("IMCA") in 1994 and  1995,  as  a
member of IMCA's officer and director Nominating Committee in 1994 and
1996,  and  has recently been elected to serve as a member  of  IMCA's
Advisory  Council.   IMCA  is  the  investment  consulting  industry's
principal  professional  organization  with  more  than  1200  members
representing   virtually   all  the  major  national,   regional   and
independent consulting firms.  Additionally, Mr. Phillips has  been  a
guest speaker for the International Association of Financial Planners,
the   Investment   Management  Institute   and   the   Institute   for
International  Research.   Mr.  Phillips  received  his  education  at
Colorado   State   University   and  holds   numerous   NASD   license
designations.

David  L.  Andrus.   Executive Vice President,  Director,  Mr.  Andrus
joined  PMCI  in  September  1995, as a Director  and  Executive  Vice
President  of  the  Company and as President  of  PTS,  the  Company's
technology and software applications development subsidiary.  For  the
twelve years prior to joining PMC, Mr. Andrus was Chairman of Netwise,
Inc.,   an  international  software  firm  that  featured  distributed
processing  products  for  local  area  networks.   Netwise's  clients
included  Fortune  500  international firms which  sought  to  exploit
enterprise-wide processing systems seamlessly, through the integration
of  PC  based technology with legacy systems.  At Netwise,  Inc.,  Mr.
Andrus   was  responsible  for  all  business  development,  strategic
relationships,  international sales channels and for establishing  the
general technical direction of the firm and its products.  Netwise was
sold to Microsoft Corp. in 1995. With more than 17 years of experience
in  product  development,  computer engineering  and  consulting,  Mr.
Andrus  served  as Director of Systems Architecture  of  the  Advanced
Systems  Group at Burroughs Corporation.  He was responsible  for  the
design  of a state-of-the-art distributed processing system consisting
of  integrated voice and data, distributed databases, printer  servers
and  communication servers on high-speed fiber optic LANs.  Mr. Andrus
also  served as Manager of the Advanced Development Group at NBI, Inc.
where  he  was  responsible for systems and software  development  and
testing.   Mr. Andrus holds a B.S. in Electrical Engineering from  the
University of Colorado.

Vali Nasr.  Chief Financial Officer, Treasurer, Mr. Nasr joined PMC in
1992 as the Company's Chief Financial Officer, financial Principal and
Treasurer.   Since  September 1995, Mr. Nasr  has  been  President  of
Portfolio   Brokerage  Services  Inc.,  the  Company's  wholly   owned
subsidiary.  Prior to joining the Company, Mr. Nasr was Vice President
of  Finance for a large, retail broker/dealer.  Prior to holding  this
position  for four years, Mr. Nasr

<PAGE>
spent four years as Vice  President
of  Accounting with Sutro & Company, Inc. in San Francisco.  Prior  to
joining  Sutro,  Mr.  Nasr spent four years with  Charles  Schwab  and
Company as Accounting Manager.  Mr. Nasr began his career with Merrill
Lynch  in  their  accounting department.   He  received  his  B.A.  in
Accounting from the University of California, Berkeley and his  M.B.A.
in Finance from Golden Gate University.

J.W. Nevil Thomas.  Chairman of the Board of Directors, Mr. Thomas has
been a Director of the Company since July 1995.  Since 1970 Mr. Thomas
has  served  as  President  of Nevcorp,  Inc.,  an  investment  and  a
financial and management consulting firm..  In addition, Mr. Thomas is
a Director of Bedford Capital Financial Corporation ("Bedford") and is
Chairman  of  Bedford  Capital Corporation, a subsidiary  of  Bedford,
whose principal business is merchant banking.  In addition to being  a
Director  of  the  Company, Mr. Thomas is a Director  of
the Gan COmpany of Canada, Ltd., Reliable Life Insurance Company,  Pet
Valu  Inc., French  Fragrances,  Inc.  Old Republic Insurance  and  several
other private  Canadian and American companies.  Mr. Thomas holds a Bachelor of
Commerce from the University of Toronto, a M.A.  in
Economics from Queens University, a M.B.A from York University,  and is
a Chartered Financial Analyst.

D.   Porter Bibb.  Director, Mr. Bibb became a Director of the Company
in  September  1995.   Mr.  Bibb  is a Principal  and  Co-Director  of
Corporate  Finance of Ladenburg, Thalmann & Co., Inc., an  investment-
banking  firm.   Prior to joining Ladenburg in 1984, Mr.  Bibb  was  a
Managing  Director of Bankers Trust Company, involved in the  start-up
of  their investment banking operations.  Prior to that time,  he  was
Director  of Corporate Development for the New York Times.   Mr.  Bibb
has  a  B.A.  in  History, Economics and Political Science  from  Yale
University  and  engaged in graduate studies at New  York  University,
London School of Economics and Harvard Business School.

Emmett  J. Daly.  Director, Mr. Daly became a Director of the  Company
on  February 27, 1997.  Mr. Daly is currently Senior Vice President of
Corporate  Finance  of Keefe, Bruyette & Woods,  Inc.,  an  investment
banking  firm  that  Mr. Daly joined in 1987 as an  Associate  in  the
Corporate  Finance Department.  Prior to that time he spent two  years
as  Credit  Analyst followed by one year as an Assistant Treasurer  of
Manufacturers  Hanover Trust Company.  Mr. Daly  received  a  B.A.  in
Economics from College of the Holy Cross and his M.B.A from the  Kenan
Flager  School  of  Business at University of North  Carolina,  Chapel
Hill.

The  Bylaws  of the Company were amended in December 1996 to  set  the
number  of  members  of  the  Board  of  Directors  at  seven.   Under
subscription agreements with investors in the December 1996  Offering,
those  investors  are  entitled to designate  one  director,  and  one
additional  director is to be mutually acceptable to the  Company  and
such  investors.  The mutually acceptable director is Emmett J. Daly.
Two  seats  are  yet to be filled, one seat to be designated  by  PMCI
management and the other by the aforementioned investors.

Under  a  Shareholders  Agreement  among  Bedford,  the  Company,  Mr.
Phillips,  Mr.  Andrus,  and  KP3 LLC,  (i)  Bedford  is  entitled  to
designate  one  director,  and  one  additional  director  is  to   be
reasonably acceptable to Bedford and Messrs. Phillips and Andrus,  and
(ii)  Messrs.  Phillips  and Andrus are entitled  to  designate  three
directors, including one member of senior management designated  after
the  date  of  the  agreement.  Mr. Thomas is currently  the  director
designated by Bedford, and Messrs. Phillips and Andrus are two of  the
three  directors  they are entitled to designate.  The  remaining  two
positions  entitled to be designated under the agreement are currently
vacant.

The  Company  believes  that during fiscal year  1996,  the  following
officers,  directors  or 10% holders of its Common  Stock  filed  late
reports, failed to report transactions on a timely basis or failed  to
file  a form required under Section 16 of the Securities Exchange  Act
of 1934, as amended:

     * Phillips & Andrus, LLC - late filing of 1 required report
     * Bedford Capital Financial Corporation - late filing of 1 required
       report
     * William L. Atkinson - late filing of 1 required report
<PAGE>

ITEM 10.    EXECUTIVE  COMPENSATION

The  following  table provides certain summary information  concerning
compensation paid by the Company and its subsidiaries to the Company's
Chief  Executive Officer and to each executive officer at the  end  of
1996.

Summary Compensation Table
                                     Other      Options
                    Fis              Annual     Granted    All
    Name and        cal     Salary   Compen     (1)       Other
    Principal       Year            -sation               Compens
    Position                                               ation
Kenneth S. Phillips  1996   $252,000  $13,329    50,000
President, Chief     1995   $228,124   $8,396
Executive
Officer              1994   $241,774   $8,047

David L. Andrus(2)   1996   $240,000          1,050,000
Executive Vice       1995   $ 40,000
President

Vali Nasr            1996   $159,515             50,000
Chief Financial      1995   $126,475
Officer &
Treasurer            1994   $128,262

  (1)    The  shares of Common Stock to be received upon the  exercise
of all stock options granted during the period covered by the Table.
  (2)   Mr. Andrus joined the Company in 1995.

During  the year ended December 31, 1996, the Company granted  to  its
Chief Executive Officer and the other executive officers listed in the
Summary  Compensation Table options to acquire a  total  of  1,150,000
shares of Common Stock as set forth in the following table.

Option Grants in Last Fiscal Year
                  Number of    Percentage of    Exercise      Expiration
                    Shares     Total Options      Price          Date
                  Underlying    Granted to
                   Options     Employees in
                   Granted      Fiscal Year
Kenneth S. Phillips 50,000         4.2%           $1.00        6/7/2001

David L. Andrus    800,000         87.5%         $1.5625          (1)
                   200,000                       $2.125       12/17/2002
                    50,000                       $1.00        6/7/2001
Vali Nasr           50,000          4.2%         $1.00        3/31/2001

(1)   Options expire 24 months after Mr. Andrus leaves the  employ  of
the Company.

<PAGE>

Aggregated Option/SAR Exercises in Last Fiscal Year and Fiscal Year
End Option/SAR Values
                                          Number of          Value of
                                          Securities       Unexercised
                 Shares     Value         Underlying     Money Options at
               Acquired on  Realized     Unexercised          FY End
                Exercise                Options at FY
                                             End         Exercisable/Unex
                                       Exercisable/Unex     ercisable
                                          ercisable
Kenneth    S.       0           0       20,000/30,000    $22,500/$33,750
Phillips

David L.       0           0           295,000/755,000   $168,830/$513,750
Andrus

Vali Nasr           0           0          50,000/0         $56,250/$0

Compensation of Directors
During  1996,  the  Company  did not pay its  employee  directors  for
attending  board  meetings.   Each  of  the  three  outside  directors
received  a  $5,000 annual retainer and a $500 fee  for  each  meeting
attended.  The Company reimburses all of its directors for travel  and
out-of-pocket expenses in connection with their attendance at meetings
of  the Board of Directors.  On June 7, 1996, each member of the Board
of  Directors was granted options to purchase 50,000 shares of  Common
Stock  at  an exercise price of $1.00 per share.  Such options  expire
five  years  from the date of grant and vest 20% at such time  as  the
average bid and offer price for the Common Stock equals $1.00,  $2.00,
$3.00,  $4.00 and $5.00, respectively, for twenty consecutive  trading
days.

Employment Agreements
The Company has employment agreements with Mr. Phillips, its President
and  Chief  executive  Officer, and Mr.  Andrus,  its  Executive  Vice
President.   The Agreement with Mr. Phillips is dated July  26,  1995,
and  is  for  a  three  year-term.  Either  party  may  terminate  the
agreement  upon 90 days' prior notice.  The agreement provides  for  a
minimum  salary  of  $240,000 ($300,000 if  the  Company  has  pre-tax
profits  of at least $1,000,000), 40% of the annual bonus pool  (equal
to  10%  of  the  Company's pre-tax profits),  a  car  allowance,  and
participation  in the Company's other benefit plans.  If  the  Company
terminates the agreement without cause, it will be obligated  to  make
severance  payments to Mr. Phillips in an amount equal  to  two-years'
compensation.   In addition, the agreement provides  that  any  option
granted  to  Mr. Phillips vest immediately upon his death  or  upon  a
change in control of the Company.

The  Agreement with Mr. Andrus is dated July 26, 1995, and was amended
in  December 1996.  It provides for a three year-term ending  November
1998.   Either party may terminate the agreement upon 90  days'  prior
notice.   The  agreement provides for a minimum  salary  of  $240,000,
options to acquire 1,000,000 shares of Common Stock, and participation
in  the Company's other benefit plans.  If the Company terminates  the
agreement  without  cause,  it  will be obligated  to  make  severance
payments to Mr. Andrus in an amount up to one-year's compensation.  In
addition,  the  agreement provides that all  options  granted  to  Mr.
Andrus vest immediately upon a change in control of the Company.

ITEM 11.    SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS   AND
MANAGEMENT.

The following table and related notes contain information concerning
beneficial ownership of the Company's Common Stock as of March 25,
1997, by (i) each person known by the Company to own beneficially more
than five percent of the Common Stock, (ii) each director of the
Company, (iii) each executive officer of the Company named in the
Summary Compensation Table, and (iv) all directors and executive
officers of the Company as a group.  The share amounts in this table
reflect shares of Common Stock issuable upon the exercise of options
and warrants exercisable within the next 60 days.  All parties listed
below are also Selling Shareholders.  See "Selling Shareholders."
<PAGE>
Name and Address           Number of         Percent of
                             Shares             Class
Kenneth S. Phillips(1)    3,074,767(8)(9)       21.1%

David L. Andrus(1)        687,000 (10)            4.5
J.W. Nevil Thomas(2)       20,000(8)(11)          *

D. Porter Bibb(3)          20,000(8)(12)          *

Emmett J. Daly(4)          16,000(15)            1.1

Vali Nasr(1)              120,497(13)              *

Bedford Capital           2,971,250(14)         20.3
Financial Corporation(5)

KP3, LLC(1)               1,643,845(15)         11.3

Wheatley Partners,          941,000              6.5
 L.P. (6)

Bay Pond Partners,        1,082,000              7.5
 LP (7)

Bay Pond Investors,         941,000              6.5
 (Bermuda), Ltd. (7)

All Officers and          4,082,264             26.5
 Directors as a group
 (6persons)

 * less than 1%.

 (1)   The address of Mr. Phillips, Mr. Andrus, Mr. Nasr, and KP3,
       LLC  is  555  Seventeenth Street, Suite 1400, Denver,  Colorado
       80202
 (2)   The address of Mr. Thomas is Scotia Plaza, Suite 4712, 40
       King Street West, Toronto, Ontario M5H 3Y2.
 (3)   The address of Mr. Bibb is 590 Madison Avenue, New York, New York
       10022.
 (4)   The address of Mr. Daly is Two World Trade Center, 85th Floor,
       New York, New York 10048
 (5)   The address of Bedford is 2nd Floor, Charlotte Hs., Shirly
       Street, Box N964, Nassau, Bahamas.
 (6)   The address of Wheatley Partners, L.P., is 80 Cutter Mill
       Road, Suite 311, Great Neck, New York 11021.
 (7)   The address for Bay Pond Partners, L.P. and Bay Pond Investors
       (Bermuda), Ltd., is c/o Wellington Management Company, L.L.P.,
       75 State Street, Boston, MA 02109
 (8)   Includes 1,643,845 shares owned by KP3, of which Mr.
       Phillips is the managing member and has the controlling
       ownership interest; also includes 5,500 shares underlying
       presently exercisable warrants.
 (9)   Includes 20,000 shares underlying presently exercisable
       options.
 (10)   Includes 567,000 shares underlying presently exercisable
       options
(11)   Does not include shares owned by Bedford of which Mr.
       Thomas is a director and a 5.77% shareholder.
(12)  Does not include 200,000 shares underlying presently
      exercisable options granted to Ladenburg, Thalmann & Co.,
      Inc., of which Mr. Bibb is a managing director.
(13)  Includes 50,000 shares underlying presently exercisable
      options.
(14)  Includes 136,250 shares underlying presently exercisable
      options or warrants issued by the Company and 235,000 shares owned by
       KP3 and included in the beneficial ownership of Mr. Phillips that
       Bedford may acquire pursuant to a presently exercisable option.
(15)   Shares beneficially owned by KP3 are also included in shares
       beneficially owned by Mr. Phillips and 235,000 of such shares also
       have been included in the beneficial ownership of Bedford.
(16)   Includes 135,000 shares underlying presently exercisable options or
       warrants.

ITEM 12.    CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS.
<PAGE>
The  Company entered into an agreement with Ladenburg, Thalmann &  Co.
Inc., investment bankers, in January 1995, pursuant to which Ladenburg
would assist the Company in financing efforts.  Ladenburg was involved
in  the  Company's  transactions with Bedford.   Mr.  Porter  Bibb,  a
principal  of Ladenburg, was named to the Company's Board of Directors
in September 1995.

In  July 1995, the Company borrowed $1.2 million from Bedford.   As  a
result  of  this  transaction and a simultaneous  transaction  wherein
Bedford purchased 1 million shares of outstanding Common Stock of  the
Company  from  a  former principal of the Company,  Bedford  became  a
greater than 10% shareholder of the Company, with the right to acquire
in excess of 50% of the Company's stock.  Those rights were terminated
as  a  result of the restructuring described herein.  Mr.  J.W.  Nevil
Thomas  and  another  affiliate  of  Bedford  were  appointed  to  the
Company's Board of Directors in connection with that transaction.

Also  in July 1995, the Company's then Chief Executive Officer  and  a
director,  Marc Geman, resigned.  In connection with his  resignation,
Mr. Geman was entitled to severance payments totaling $180,000, due in
monthly  payments of $15,000.  As of December 31, 1996, Mr. Geman  had
received all of the severance payments to which he was entitled.   The
Company also entered into an Indemnification Agreement with Mr.  Geman
whereby the Company agreed to hold him harmless, in an amount  not  to
exceed  $100,000,  for  expenses incurred in defense  of  the  pending
investigation by the Commission.  As of December 31, 1996, the Company
had  made  a  total of $50,786 in indemnification payments under  that
agreement.

David L. Andrus, Executive Vice President of the Company, participated
in the June 1996 offering of debt securities and warrants.  Mr. Andrus
purchased  $100,000  shares  of Common Stock.   In  addition,  certain
employees of PMC participated in the offering, purchasing a  total  of
$162,500 of subordinated debt and receiving warrants to purchase  162,
500  shares  of  Common  Stock.   Mr. Andrus  and  the  other  Company
employees participated in the offering on the same terms as all  other
investors.

In  November 1996 the Company borrowed $250,000 (the "November  Bridge
Loan") to fund working capital requirements pending the closing  of  a
private  placement  of  Common Stock in December  1996.   The  lenders
included Mr. Phillips and Mr. Andrus, the Company's President and  CEO
and   Executive  Vice  President,  respectively,  and  certain   other
employees of the Company.  Bedford, a shareholder and affiliate of the
Company,  and Keefe, Bruyette & Woods, Inc., the placement  agent  for
the  December  1996  Offering,  were also  lenders.   The  loans  were
evidenced  by 12% notes to be repaid on the earlier of the closing  of
the  December  1996  Offering or March 31,  1997.   The  lenders  also
received warrants to purchase a total of 25,000 shares of Common Stock
at a price of $1.625 per share and registration rights with respect to
the shares of Common Stock underlying the warrants.

In  December  1996,  the  Company completed  a  restructuring  of  its
outstanding  debt.  As part of the restructuring, Bedford and  certain
of  its assignees were repaid certain of the subordinated debt held by
it,  exercised certain of the warrants held by it, was issued  certain
shares  of  Common Stock by the Company in cancellation of  its  other
warrants  and  was  issued new five-year warrants to purchase  150,000
shares of the Common Stock with an exercise price equal to the price to
investors  in  the  Offering in consideration of the  cancellation  of
certain options and rights.  As a result of these transactions, all $3
million  in outstanding debt previously owed by the Company to Bedford
and it assignees has been eliminated and Bedford now beneficially owns
Common  Stock  representing approximately  20.5%  of  the  outstanding
Common Stock.  Bedford has also relinquished certain rights held by it
and its right to elect directors of the Company has been modified such
that Bedford now has the right to designate one director so long as it
holds  at least 10% of the outstanding Common Stock.  In addition,  at
least  one additional director must be acceptable to Bedford  and  the
Company so long as Bedford owns at least 5% of the outstanding  Common
Stock.  Bedford also retained demand and piggyback registration rights
with respect to restricted securities acquired by it from the Company.
In   connection  with  the  restructuring,  the  Company's  consulting
agreement with Nevcorp, Inc., was terminated.

<PAGE>

In  connection with the December 1996 restructuring, the investors  in
the December 1995 and June 1996 Offerings exercised their warrants  to
purchase  an  aggregate  of  1,500,000  shares  of  Common  Stock  and
surrendered  canceled  promissory notes  in  the  aggregate  principal
amount  of  $1,500,000 in satisfaction of the exercise price  for  the
warrants.    In   connection  with  the  exercise  of   warrants   and
cancellation of debt, the investors also received, pro rata, five-year
warrants to purchase an aggregate of 150,000 shares of Common Stock at
an  exercise  price of $2.125 per share.  Mr. Andrus,  Executive  Vice
President of the Company, the brother and father of Mr. Phillips,  the
Company's  President and Chief Executive Officer,  and  certain  other
employees  of  the Company, participated in the restructuring  on  the
same terms as the other parties.

In  January 1997, the Company provided assistance to Mr. Phillips, the
Company's   President  and  Chief  Executive  Officer,  by   providing
collateral  in  the amount of $1,890,000 to a bank in connection  with
the  bank's  loan  to KP3 LLC, a company owned and controlled  by  Mr.
Phillips.   The loan was for the purpose of refinancing loans  against
1,643,845  shares  of PMCI Common Stock owned by  the  LLC  (the  "LLC
Shares")  which were purchased from a former officer of the Company at
the  time  of  his departure.  The Company has agreed to  provide  the
collateral  for up to two years and also agreed to lend funds  to  the
LLC to service the interest payments on the loan.  The total amount of
assistance  to the LLC is the form of collateral pledges and/or  loans
will not exceed $2.0 million.  Mr. Phillips pledged the LLC Shares  to
the  Company  as security for the Company's contingent obligations  to
the bank.

ITEM 13.    EXHIBITS AND REPORTS ON FORM 8-K.

The Company filed no reports on Form 8-K during the fourth quarter of 1996.


                      Exhibits Description

3.1    Articles of Incorporation of the Company (1)
3.2    Bylaws of the Company

10.1 Employment Agreement between the Company and Kenneth S. Phillips
dated as of July 26, 1995
10.2   Amended  and Restated Employment Agreement  between  the
     Company and David L. Andrus dated as of December 17, 1996 (3)
10.3  Form of Subscription Agreement between the Company and each
     of the lenders in the November 1996 bridge financing (3)
10.4   Form  of  warrant issued to each of the lenders  in  the
     November 1996 bridge financial. (3)
10.5  Form of Registration Rights Agreement between the Company,
     each of the lenders in the November 1996 bridge financing, each
     of the investors in the December 1996 private placement, and the
     placement agent in the December 1996 private placement (3)
10.6  Form of Subscription Agreement between the Company and each
     of the investors in the December 1996 private placement (3)
10.7  Warrant dated December 24, 1996, issued to Keefe, Bruyette
     & Woods, Inc. (3)
10.8  Form of warrant issued to investors in connection with the
December 1996 restructuring (3)
10.9   Restructuring Agreement dated as of December  24,  1996,
     among  the  Company, Bedford Capital Financial  Corporation
     ("Bedford"), Portfolio Management Consultants, Inc. ("PMC"),
     Portfolio  Brokerage Services, Inc. ("PBS"), and  Portfolio
     Technology Services, Inc. ("PTS") (3)

<PAGE>

10.10  Amended and Restated Registration Rights Agreement dated as
     of December 24, 1996, among the Company and Bedford (3)
10.11 Shareholders Agreement dated as of December 24, 1996, among
the Company, Bedford, Kenneth S. Phillips, David L. Andrus, and
Phillips & Andrus LLC (3)
10.12 Form of Warrant dated December 24, 1996, issued to Bedford
     and certain of its associates (3)
10.13 Advisory Agreement effective as of July 26, 1995, between
Nevcorp Inc. and the Company (3)
10.14 Termination of Nevcorp Consulting Agreement (3)
10.15 Stock Option Plan of the Company (3)
10.16 Reimbursement and Pledge Agreement dated January 8, 1997,
     among the Company, KP3 LLC, and Kenneth S. Phillips (3)
10.17 Term Loan Agreement dated as of January 8, 1997, among the
Company, KP3 LLC and Norwest Bank of Colorado N.A. (3)
10.18 Investment Agreement dated as of July 26, 1995, among the
Company, PMC, PBS, PTS, and Bedford (2)

21.1 List of Subsidiaries (2)
23.1     Consent  of  Spicer Jeffries & Co.,  Certified  Public
     Accountants
24.1 Powers of Attorney

(1)    Incorporated  by  reference  from  the  Company's  Registration
Statement on Form S-1 (File No. 33-37800) dated November 15, 1990.
(2)    Incorporated by reference from the Company's Annual  Report  on
Form 10-KSB (File No. 0-14937) for the year ended December 31, 1994.
(3) Incorporated by reference fromt he Compnay's registration statement on
Form SB-2 (File No. 33-21335) dated February 7, 1997.

<PAGE>
SIGNATURES

Pursuant  to the requirements of Section 13 or 15(d) 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.



                                   PMC  INTERNATIONAL,  INC.



                                   By:         /s/ Kenneth S. Phillips
                                   Kenneth S. Phillips
                                   President, Chief Executive Officer



                                   By:        /s/ Vali Nasr
                                   Vali Nasr, Treasurer, Principal
                                   Financial and Accounting Officer

                                   Date:   March 28, 1997

In accordance with the requirements of the Securities and Exchange Act
of 1934, this report has been signed below by the following persons on
behalf  of  the  Registrant and in the capacities  and  on  the  dates
indicated.

        Signature                  Title                Date


/s/ Kenneth S. Phillips      President, Chief      March 30, 1997
Kenneth S. Phillips         Executive Officer,
                                 Director

/s/ David L. Andrus           Executive Vice       March 31, 1997
David L. Andrus                 President,
                                 Director

/s/ J.W. Nevil Thomas            Director          March 31, 1997
J.W. Nevil Thomas

/s/ Porter Bibb                  Director          March 27, 1997
Porter Bibb

/s/ Emmett J. Daly               Director          March 31, 1997
Emmett J. Daly

<PAGE>
                        PMC INTERNATIONAL, INC.
                           AND SUBSIDIARIES

                               CONTENTS


               Financial statements for the years ended
                      December 31, 1996 and 1995

Independent Auditors' Report                                         F-2

Consolidated Balance Sheets                                          F-3

Consolidated Statements of Operations                                F-4

Consolidated Statements of Changes in Shareholders' Equity (Deficit) F-5

Consolidated Statements of Cash Flows                          F-6 - F-7

Notes to Consolidated Financial Statements                    F-8  - F-18


                               F-1 of 18: Financial Statements Section
<PAGE>

INDEPENDENT AUDITORS' REPORT


To the Shareholders
PMC International, Inc.

We have audited the accompanying consolidated balance sheets of PMC
International, Inc. and its subsidiaries (the "Company") as of
December 31, 1996 and 1995, and the related consolidated statements of
operations, shareholders' equity (deficit), and cash flows for the
years then ended.  These financial statements are the responsibility
of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the
audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial
statement presentation.  We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the financial position
of the Company at December 31, 1996 and 1995, and the results of its
operations and its cash flows for the years then ended, in conformity
with generally accepted accounting principles.


SPICER, JEFFRIES & CO.
Denver, Colorado
March 1, 1997

                               F-2 of 18: Financial Statements Section

<PAGE>
                        PMC INTERNATIONAL, INC.
                           AND SUBSIDIARIES

                      CONSOLIDATED BALANCE  SHEETS
                       DECEMBER 31, 1996 AND 1995

                   ASSETS                         1996         1995

CASH AND CASH EQUIVALENTS (See Note 7)       $ 6 499 390    $ 313 885

RECEIVABLES:
Investment management fees                       145 714       39 733
Other receivables (See Note 7)                   160 483       63 210

FURNITURE AND EQUIPMENT, at cost, net of
accumulated depreciation of $689,227 and         936 234      688 233
$355,231

SOFTWARE DEVELOPMENT COSTS, at cost, net of      511 123      419 617
accumulated amortization of $203,526 in 1996
(Note 1)

PREPAID EXPENSES AND OTHER ASSETS                340 006      220 605

LONG TERM NOTE RECEIVABLE (Note 2)               570 494      897 167

GOODWILL (NET OF AMORTIZATION OF $75,853         274 147            297 487
   and $52,513)
                                           $   9 437 591         $  2 939 937


LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)

LIABILITIES:
Accounts payable                              $   839 095        $  1 442 694
Accrued expenses                                  535 520             707 897
Other liabilities                                 730 909            571 389
Deferred revenue                                  552 868            411 347
Notes payable (Note 6)                             14 694          1 647 470
Obligations under capital leases (Note 7)         219 821             75 490

      TOTAL LIABILITIES                         2 892 907          4 856 287

COMMITMENTS AND CONTINGENCIES (Note 7)

SHAREHOLDERS' EQUITY (DEFICIT) (Note 3):
   Preferred stock -no par value - authorized
    5,000,000 shares; issued and outstanding,
    175,897 and 349,017 shares                    439 742            872 543
   Common stock, $.01 par value - authorized,
    50,000,000 shares, issues and outstanding,
    14,471,756 and 5,555,713                      365 876            276 716
   Additional paid-in capital                  16 482 256          3 652 749
   Deficit                                    (10 743 190)        (6 718 358)

      TOTAL  SHAREHOLDERS' EQUITY (DEFICIT)     6 544 684         (1 916 350)

                                              $ 9 437 591        $ 2 939 937



                               F-3 of 18: Financial Statements Section
<PAGE>

                        PMC INTERNATIONAL, INC.
                           AND SUBSIDIARIES

                 CONSOLIDATED STATEMENTS OF OPERATIONS
                      DECEMBER 31, 1996 AND 1995

                                               1996               1995
REVENUE:
 Investment management fees (Note 1)   $   9 634 992         $  8 632 888
 Trading income                               44 787               94 948
 Other income                                407 102              444 643

      Total revenue                       10 086 881            9 172 479

EXPENSES:
 Investment manager and other fees         5 580 846            5 139 613
 Salaries and benefits                     3 487 811            2 524 936
 Clearing charges and user fees              813 239              766 515
 Advertising and promotion                   830 140              629 476
 General and administrative                1 200 115              918 001
 Software development costs                  132 392               56 800
 Occupancy and equipment costs             1 149 084              630 833
 Professional fees                           763 086              484 860
 Settlement expense                          155 000              465 000

      Total expenses                      14 111 713           11 616 034

NET LOSS                              $   (4 024 832)       $  (2 443 555)

NET LOSS PER COMMON SHARE (Note 1)          $   (.72)             $  (.46)

WEIGHTED AVERAGE  NUMBER OF SHARES
  OUTSTANDING (Note 1)                     5 702 036            5 546 522



                               F-4 of 18: Financial Statements Section
<PAGE>

                             PMC INTERNATIONAL, INC.
                                AND SUBSIDIARIES

      CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)
                           DECEMBER 31, 1996 AND 1995
                                                                    * Total
                         *           *       *         *            * Share-
                         * Additional*       *         *            * holders'
          Common Stock *  Paid-In  * Stock *         *            * Equity
        Shares*  Amount*  Capital  * Shares*  Amount *   Deficit  *(Deficit)
             *        *           *       *         *            *
BALANCES, 12/31/94    *           *       *         *            *
    5 540 501*$276 564*$ 3 637 689*349 017* $872 543*$(4 274 803)*$511 993
             *        *           *       *         *            *
             *        *           *       *         *            *

Issue  15 212*     152*     15 060*       *         *            *  15 212
of stock     *        *           *       *         *            *
to 401k Plan *        *           *       *         *            *
             *        *           *       *         *            *
Net loss     *        *           *       *         *(2 443 555) *(2 443 555)
             *        *           *       *         *            *
BALANCES, 12/31/95
    5 555 713* 276 716*  3 652 749*349 017*  872 543* (6 718 358)*(1 916 350)
             *        *           *       *         *            *
             *        *           *       *         *            *
             *        *           *       *         *            *
Stock   1 000*      10*      1 365*       *         *            *     1 375
options      *        *           *       *         *            *
exercised    *        *           *       *         *            *
             *        *           *       *         *            *
Notes 3 500 000* 34 999* 2 488 751*       *         *            * 2 523 750
payable converted      *          *       *         *            *
             *         *          *       *         *            *

Pref  238 043*    2 381*   430 420*(173 120)*(432 801)*          *
Issuance of stock      *          *         *         *          *
    5 177 000*   51 770* 10 949 355*        *         *          * 11 001 125
             *         *           *        *         *          *
             *         *           *        *         *          *

Less         *         *(1 040 384)*        *         *          * (1 040 384)
stock issuance         *           *        *         *          *
costs        *         *           *        *         *          *

Net loss     *         *           *        *         (4 024 832)* (4 024 832)
             *         *           *        *         *          *
BALANCES December 31, 1996         *        *         *          *

   14 471 756* $365 876*$16 482 256* 175 897* $439 742*$(10 743 190)*$6 544 684

<PAGE>
                        PMC INTERNATIONAL, INC.
                            AND SUBSIDIARIES

                 CONSOLIDATED STATEMENTS OF CASH FLOWS
                      DECEMBER 31, 1996 AND 1995
                      INCREASE (DECREASE) IN CASH


                                               1996                  1995
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net loss                              $   (4 024 832)         $  (2 443 555)
  Adjustments to reconcile net  loss  to  net cash
  used in operating activities:
  Depreciation and amortization                560 862               171 907
  Accretion of discount onnote receivable      (67 181)              (69 053)
  Stock issued as compensation under 401K plan    -                   15 212
  Investment management fees receivable       (105 981)               32 085
  Other receivables                            (97 273)               22 196
  Prepaid expenses                            (119 401)                9 509
  Accrued expenses                            (172 377)              103 805
  Accounts payable                            (597 029)              729 837
  Other liabilities                            159 520               464 399
  Deferred revenue                             141 521                37 346

    Net cash used in operating activities   (4 322 171)            (926 312)
CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchase of furniture and equipment       (376 574)            (405 932)
   Reduction of long-term note receivable     393 854            338 067
   Reduction of secured demand note                 -            225 000
   Cost of software                          (295 022)            (419 617)

Net cash in investing activities             (277 742)            (262 482)

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds form notes payable               3 125 000           1 925 000
  Principal payments on notes payable      (2 234 026)            (322 530)
  Principal payments on obligations
    under capital lease                       (67 672)            (14 709)
  Principal payments on subordi-                -                (225 000)
    nated note payable
  Sale of common stock, less offering costs 9 960 741                -
  Proceeds from exercise of stock options       1 375                -

  Net cash provided by financing           10 785 418           1 362 761

NET INCREASE IN CASH                        6 185 505            173 967

CASH, at beginning of year                    313 885            139 918
CASH, at end of year                    $   6 499 390         $  313 885







                          F-6 of 18: Financial Statements Section
<PAGE>

                        PMC INTERNATIONAL, INC.
                            AND SUBSIDIARIES

                 CONSOLIDATED STATEMENTS OF CASH FLOW
                      DECEMBER 31, 1996 AND 1995
                      INCREASE (DECREASE) IN CASH
                              (Continued)


                                                            1996            1995
SUPPLEMENTAL DISCLOSURE OF CASH
 FLOW INFORMATION:
 Cash paid for interest                          $   367 180         $  96 969

NONCASH INVESTING AND FINANCING ACTIVITIES:
  Purchase  of  equipment via  capital  lease    $   205 433         $  90 199
  obligation
  Conversion of preferred stock to common        $   432 801         $  -
   stock
  Loans payable to common stock                $   1 500 000         $  -

  Conversion of note payable to common stock   $   2 523 750         $  -
















                          F-7 of 18: Financial Statements Section
<PAGE>

                        PMC INTERNATIONAL, INC.
                           AND SUBSIDIARIES

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                YEARS ENDED DECEMBER 31, 1996 AND 1995


NOTE 1 -ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
        POLICIES

Organization

On  September  23,  1993, the shareholders of Schield  Management
Company  ("Schield")  approved an exchange  of  common  stock  of
Schield  for  all  of the outstanding common stock  of  Portfolio
Management  Consultants, Inc. ("PMC")  and  a  name  change  from
Schield  to PMC International, Inc. ("PMCI").  The share exchange
was  completed  on  September 30, 1993 and as a  result  of  this
transaction, PMC is a wholly owned subsidiary of PMCI.  The share
exchange  between  Schield  and PMC  was  treated  as  a  reverse
acquisition  and  accounted  for under  the  purchase  method  of
accounting.   Under  reverse  acquisition  accounting,  PMC   was
considered  the  acquiror for accounting and financial  reporting
purposes, and acquired the assets and assumed the liabilities  of
Schield.   The  Schield assets acquired and  liabilities  assumed
were  recorded at their fair values.  The cost of the acquisition
of  Schield of $1,741,018 was based on the NASDAQ publicly traded
price  of  the  outstanding Schield common  stock  prior  to  the
announcement of the transaction.  The excess of the cost  of  the
acquisition  over  the  fair value of  the  assets  acquired  and
liabilities assumed was recorded as goodwill.

PMC was organized in 1986 and its principal business activity  is
the  administration of private and institutional managed  account
programs  with its customers located substantially in the  United
States.   Its  services include investment suitability  analysis,
portfolio modeling and asset allocation, money manager selection,
portfolio   accounting  and  performance   reporting.    PMC   is
registered as an investment advisor under the Investment Advisors
Act of 1940.

In  June,  1994, Portfolio Brokerage Services, Inc.  ("PBS")  was
capitalized through a series of transactions with PMCI  and  PMC,
whereby  PBS became a wholly owned subsidiary of PMCI by  issuing
1,000  shares of its common stock in exchange for certain  assets
and  liabilities with a book value of $1,532,332.  PBS is engaged
in business as a securities broker-dealer.  As a broker-dealer it
executes  security  transactions  for  PMC's  privately   managed
account  programs,  on  behalf  of  its  customers  through   the
customer's custodian bank on a delivery vs. payment basis.

PTS was organized in June, 1994 but had no operations until 1995.
PTS was formed for the purpose of developing proprietary software
for use in the financial services industry.

The  accompanying consolidated financial statements  include  the
historical  accounts of PMC for all periods and the  accounts  of
PMCI  since  September  30,  1993, PBS and  Portfolio  Technology
Services,   Inc.   ("PTS")  since  inception.  All   intercompany
accounts and transactions have been eliminated in consolidation.









                          F-8 of 18: Financial Statements Section

<PAGE>
                        PMC INTERNATIONAL, INC.
                            AND SUBSIDIARIES

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                YEARS ENDED DECEMBER 31, 1996 AND 1995
                              (Continued)


NOTE 1 -                                        ORGANIZATION  AND
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Significant Accounting Policies

Revenue  from investment management services is recorded as  such
revenues  accrue  under  the  terms  of  the  related  investment
management contracts.

Securities   transactions  and  related  commission  income   are
recorded  on  a  trade  date basis.   In  the  normal  course  of
business,  PBS  executes,  as agent, transactions  on  behalf  of
customers.   If the agency transactions do not settle because  of
failure  to  perform by either the customer or the counter-party,
PBS  may  be  obligated to discharge the obligation of  the  non-
performing party and, as a result, may incur a loss if the market
value  of  the security is different from the contract amount  of
the transactions.

The  Company has developed a  windows-based software program  for
sale to financial product distribution entities.  The product  is
designed  to guide clients of these entities through the  process
of  choosing appropriate combinations of mutual funds  for  their
own  portfolios.  The majority of costs incurred to establish the
technological feasibility of this product were borne by unrelated
individuals prior to the product being introduced to the Company.
Prior to achieving technological feasiblilty in 1995, the Company
incurred approximately $50,000 in research and development  costs
after  receiving  the  products from the  unrelated  individuals.
These costs have been included in the statement of operations for
1995.   All  subsequent costs incurred directly  related  to  the
development of the software were capitalized.  Capitalized  costs
are being amortized over the economic life of the software, which
in  this  case  is  three years.  It is the Company's  policy  to
amortize  and  evaluate software for net realizable  value  on  a
product-by-product basis.  The software became available for sale
during 1996.  The Company's plans to generate revenues from  this
product  are  four  fold;  license fees,  customization  fees,  a
continuing  fee equal to a percentage of assets under  management
of the end users purchasing such software, and annual maintenance
fees.   Costs of maintenance and customer support are charged  to
expense  when  the related revenue is recognized, or  when  those
costs are incurred, whichever occurs first.

The  Company provides for depreciation of furniture and equipment
on  the  straight  line and declining balance  methods  based  on
estimated lives of three to seven years.

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 and 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.






                          F-9 of 18: Financial Statements Section
<PAGE>
                        PMC INTERNATIONAL, INC.
                            AND SUBSIDIARIES

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                YEARS ENDED DECEMBER 31, 1996 AND 1995
                              (Continued)

NOTE 1 -                                        ORGANIZATION  AND
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

The   Company  follows  the  intrinsic  value  based  method   of
accounting as prescribed by APB 25,
Accounting  for  Stock Issued to Employees, for  its  stock-based
compensation.   Under  the  Company's  stock  option  plan,   the
exercise price is equal to the fair value of the options  at  the
grant date and no compensation cost is recognized.

Cash  and cash equivalents for purposes of the statement of  cash
flows includes highly liquid investments with a maturity of three
months or less at the date of acquisition.

Net  loss  per  share of common stock is based  on  the  weighted
average  number  of  shares of common stock outstanding.   Common
stock  equivalents  are  not included  in  the  weighted  average
calculation since their effect would be anti-dilutive.  Dividends
on  cumulative preferred stock have been added back  to  the  net
loss in computing the net loss per share.

The  Company  reviews  its  long-lived assets  and  goodwill  for
impairment  to determine if the carrying amount of the  asset  is
recoverable.  The goodwill arising from the transaction in Note 1
is  being amortized using the straight-line method over 15 years.
In  complying with the provisions of SFAS 121, Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets  to  be
Disposed  of,  the  Company  has determined  the  fair  value  of
goodwill to be based on the cost of becoming publicly traded  for
an entity in similar circumstances.

Certain  1995  amounts have been reclassified to conform  to  the
1996 presentation.

NOTE  2  - LONG TERM  NOTE RECEIVABLE

In  connection with the Schield reverse acquisition, the  Company
acquired  a  long term note receivable related  to  the  sale  of
Schield's market timing operations to an entity controlled  by  a
founder  of Schield.  The note is payable in monthly installments
of  $32,000, including interest through August, 1998.   The  note
was  recorded  at  its estimated fair value as of  September  30,
1993.   The  discount from the face amount of the note receivable
is  a  credit to interest income over the life of the note  using
the  interest method.  The principal balance of the  note  as  of
December 31, 1996 is $697,129 compared to its carrying amount  of
$570,494.

NOTE   3  - SHAREHOLDERS' EQUITY

Preferred Stock

Holders of preferred stock are entitled to receive dividends at a
rate  of $0.325 per share per annum (equal to 13% of the purchase
price  per share attributable to the preferred stock).  Dividends
are payable semi-annually on January 15 and July 15 in each year.
Dividends  accrue from the date of the preferred  stock  issuance
and  are  cumulative.   Upon liquidation or  dissolution  of  the
Company,  holders of preferred stock are entitled to a preference
over the holders of common stock in an amount per share equal  to
the  original  purchase price attributed to a share of  preferred
stock ($2.50) plus all
                         F-10 of 18: Financial Statements Section
<PAGE>
                        PMC INTERNATIONAL, INC.
                           AND SUBSIDIARIES

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                YEARS ENDED DECEMBER 31, 1996 AND 1995
                              (Continued)

NOTE   3  -  SHAREHOLDERS' EQUITY (continued)

unpaid  cumulative  dividends.   The  preferred  stock  is   non-
participating  and  the  holders  of  preferred  stock  have   no
preemptive rights and no voting rights except as may be  required
by  Colorado  law.  At the option of the Company,  the  preferred
stock  may be redeemed in whole, or in part, at a price of  $2.75
per share, plus unpaid cumulative dividends.  Redemption can only
occur  if  certain  conditions regarding the bid  prices  of  the
Company's  common stock and the Company's after-tax earnings  are
met.

As  of  January 15, 1997, cumulative dividends in arrears totaled
$322,700.

Common Stock

During December, 1996, the Company issued 8,916,043 shares of its
common   stock  through  several  issuances.   First,  a  private
placement was completed whereby 5,177,000 shares were issued  for
cash of $11,001,125 less offering costs of $1,040,384.  Secondly,
convertible  promissory notes issued in December,  1995  and  the
first  half  of 1996 in the amount of $1,500,000 were repaid  and
the  proceeds were used to exercise warrants for 1,500,000 common
shares and 150,000 new warrants were issued to the noteholders in
connection therewith  (see Note 6).  Thirdly, in connection  with
the shareholder note payable as described in Note 6, warrants  to
purchase 1,023,750 shares of common stock were exercised for cash
of $1,023,750 and warrants to purchase 1,976,250 shares of common
stock were exchanged for 976,250 shares of common and 150,000 new
warrants.  Additionally, certain preferred shareholders exercised
their  conversion  rights and exchanged 173,120 preferred  shares
for 238,043 shares of common.

NOTE 4 - INCOME TAXES

The  Company  has  an unused net operating loss  carryforward  of
approximately  $7,000,000  for income  tax  purposes,  $1,200,000
expiring  in 2009, $1,800,000 in 2010 and the remainder  expiring
in  2011.   This  net operating loss carryforward may  result  in
future  income tax benefits of approximately $2,800,000; however,
because  realization  is  uncertain at  this  time,  a  valuation
reserve in the same amount has been established.  Deferred income
taxes  reflect  the  net  tax effects  of  temporary  differences
between  the  carrying  anounts of  assets  and  liabilities  for
financial reporting purposes and the amounts used for income  tax
purposes.   Significant components of the Company's deferred  tax
liabilities  and assets as of December 31, 1996 and 1995  are  as
follows:

                                           1996                  1995
Deferred tax liabilities             $         -          $        -
Deferred tax assets

Net operating loss carry forwards        2 579 000           1 149 500
  Legal settlement                         233 300             175 000
  Total deferred tax assets              2 812 300           1 324 500
  Valuation allowance for deferred tax  (2 812 300)         (1 324 500)
   assets
                                    $         -           $         _

The valuation allowance for deferred tax assets was increased  by
$1,487,800 and $855,300 during 1996 and 1995, respectively.
                        F-11 of 18: Financial Statements Section
<PAGE>
                        PMC INTERNATIONAL, INC.
                            AND SUBSIDIARIES

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                YEARS ENDED DECEMBER 31, 1996 AND 1995
                              (Continued)
NOTE    5   - REGULATORY REQUIREMENTS

PBS  is  subject  to  the  Securities and  Exchange  Commission's
Uniform  Net  Capital  Rule  (Rule 15c3-1),  which  requires  the
maintenance  of minimum net capital.  At December 31,  1996,  PBS
had  net  capital  and net capital requirements of  $233,288  and
$100,000,   respectively.   The  Company's  net   capital   ratio
(aggregate indebtedness to net capital) was .53 to 1.   According
to Rule 15c3-1, PBS's net capital ratio shall not exceed 15 to 1.
On  a  consolidated  basis, as a result of the  requirement,  net
assets  of  $120,000 are unavailable for any purpose  other  than
meeting PBS's net capital requirements at December 31, 1996.

NOTE 6 -  NOTES PAYABLE

Notes payable consist of the following:
                                                            1996            1995
8-1/2% note payable to shareholder, due  July
26, 2000 interest payable  monthly beginning
August 10,  1996, principal and all
accrued  and  unpaid  interest  is   due   at
maturity, secured by all                        $   -                $ 1 200 000
assets  of PMCI and its subsidiaries  (except
PBS which security

11.5% note payable to shareholder(s),             14 694                  22 470
unsecured, due August 1, 1998, payable
in monthly installments of $832 including
interest.  In 1996 and 1995, principal of
$8,535 and $6,159 mature.

9%  notes  payable to employees and unrelated
individuals, due December 29, 1996, principal           -                425 000
and  interest  payable on or before  maturity
date,  secured  by a second lien  on  Company
assets.

                                                  14 964               1 647 470

The  above  $1,200,000 shareholder note payable is related  to  a
financing and stock purchase agreement which encompasses a series
of  transactions,  none  of  which are considered  binding  until
certain  criteria  are met.  The shareholder  acquired  1,000,000
shares  of  the  Company's common stock in a private  transaction
with  another  individual and loaned the Company $1,200,000.   In
connection with this loan, a warrant to purchase 1,200,000 shares
of  common  stock  at  $1.00 per share  (see  note  3)  was  also
received.   In  addition, the shareholder obtained an  option  to
lend  the  Company an additional $1,800,000 and received warrants
similar  to  those  issued in connection with the  initial  loan.
Through  July 9, 1996, this shareholder fulfilled its option  and
loaned   the  Company  an  additional  $1,800,000  and   received
1,800,000  warrants to purchase common shares.  On  December  24,
1996,  the  shareholder and the Company entered into an agreement
whereby  (1)  the  Company  would remit  $1,976,250  against  the
principal amount of the loan, (2) the shareholder would  exercise
warrants  to purchase 1,023,750 common shares at $1.00 per  share
to  be used against the remaining principal balance, and (3)  the
shareholder  would  exchange its remaining warrants  for  976,250
shares  of  common stock and 150,000 warrants to purchase  common
stock at $2.125 per share.
<PAGE>

                         F-12 of 18: Financial Statements Section
                        PMC INTERNATIONAL, INC.
                            AND SUBSIDIARIES

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                YEARS ENDED DECEMBER 31, 1996 AND 1995
                              (Continued)

NOTE  6  -  NOTES  PAYABLE (continued)
During  March,  1995,  through a private  offering,  PMCI  issued
$300,000 of convertible promissory notes bearing 15% interest per
annum.   These  notes were repaid in July 1995.  In addition,  in
November,  1996,  the  Company borrowed $250,000  from  unrelated
persons  on  a  short-term basis carrying interest  at  12%.   In
December, 1996 these amounts were repaid through the proceeds  of
the private offering (see Note 3).

On  December 14, 1995 the Company commenced a private offering of
units.   Each  unit consisted of a promissory note  with  limited
conversion rights in the principal amount of $1,000 and a warrant
to  purchase  1,000 shares of common stock at a price  per  share
equal  to the greater of $1.00 or the market price on the initial
closing date of the offering.  If the notes were not paid by  the
due  date,  the  notes,  at  the option  of  the  holder,  became
convertible  into  shares of the Company's common  stock  on  the
basis  of  one  share  for  each $1.00 of  unpaid  principal  and
interest.   On  May  7, 1996 a second private offering  of  units
commenced  with similar terms and after completion $1,500,000  of
promissory notes were outstanding from both offerings.  Prior  to
the  due date of the notes, the Company asked its noteholders  to
agree to apply their principal balance against the exercise price
of  their  warrants  and, in addition, they  would  also  receive
warrants to purchase 150,000 shares of the Company's stock at  an
exercise   price   of   $2.125  per  share.   Subsequently,   the
noteholders agreed to this arrangement.

Interest  expense for the years ended December 31, 1996 and  1995
was $331,008 and $102,011 respectively.

NOTE 7 - COMMITMENTS AND CONTINGENCIES

In  January 1997,a limited liability company owned and controlled
by  the  Company's  president and chief  executive  officer  (the
"LLC")  borrowed  $1,750,000 from a  bank  with  a  due  date  of
December  31,  1997.   In  connection with  this  borrowing,  the
Company  agreed to collateralize the loan on behalf of  the  LLC.
Accordingly,  $1,890,000  of  cash  included  in  cash  and  cash
equivalents (representing the initial principal balance and in an
interest  reserve)  in  the  accompanying  balance  sheet  became
restricted for this purpose.  The Company has also agreed to loan
the LLC amounts sufficient to pay interest on the loan so long as
the  amount of loans made and bank collateral provided would  not
exceed  $2,000,000.   The borrower has agreed  to  reimburse  the
Company  for any amounts paid by the Company toward the  loan  or
for  collateral  applied to the loan, including  interest  at  an
annual  rate  of  9%,  and have granted the  Company  a  security
interest  in 1,643,845 shares of the Company's common stock  held
by it.

PMC had been under a formal order of private investigation by the
Securities and Exchange Commission relating to certain aspects of
PMC's  former  practice of principal trading.   PMC  discontinued
this  practice in April, 1994.  In 1995, the Company submitted  a
settlement  proposal  to  the Commission,  without  admitting  or
denying  liability,  on behalf of PMC under a  plan  pursuant  to
which  PMC  would  disgorge  its trading  profits  realized  from
principal trading together
with  prejudgment interest in an amount estimated to be $465,000.
In  1996, the settlement was accepted by the Commission with  the
total  amount  payable, including accrued interest  approximating
$620,000.   These amounts have been included in other liabilities
in the accompanying financial statements.

The  Company  has  leases for office space  and  equipment  under
various operating and capital leases.  Included in furniture  and
equipment  is  $295,552  of equipment  under  capital  leases  at
December 31, 1996 and accumulated depreciation relating to  these
leases of $30,184.
                         F-13 of 18: Financial Statements Section
<PAGE>

                        PMC INTERNATIONAL, INC.
                            AND SUBSIDIARIES

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                YEARS ENDED DECEMBER 31, 1996 AND 1995
                              (Continued)

NOTE 7 -      COMMITMENTS AND CONTINGENCIES (continued)

Future  minimum lease payments under noncancelable leases  as  of
December 31, 1996 are as follows:

                                                  Principal
 Year ending                                        due
 December 31,       Operating       Capital       Capital Lease

    1997            $  375 824     $  123 992     $  103 119
    1998               351 672        103 486         95 336
    1999               298 658         22 178         21 366
    2000               293 567          -              -
    2001                24 000          -              -
 Thereafte               -              -           -

                    $1 343 721        249 656     $  219 821

 Less amount
   representing interest               29 835
 Present value of net
   minimum lease payments          $  219 821

Total  rent  expense for facilities and equipment for  the  years
ended  December  31,  1996 and 1995, was $471,339  and  $410,263,
respectively.

NOTE 8 -  STOCK OPTIONS AND WARRANTS

The  Company  has  no formal stock option plan,  however  it  has
granted  options to officers, employees, shareholders and certain
other  individuals and entities allowing them to purchase  common
stock  of the Company generally at the market value of the  stock
at  date  of  grant.  Options are generally for a five-year  term
however, in certain instances the term is longer.










                         F-14 of 18: Financial Statements Section
<PAGE>
                        PMC INTERNATIONAL, INC.
                            AND SUBSIDIARIES

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                YEARS ENDED DECEMBER 31, 1996 AND 1995
                              (Continued)

NOTE  8  -                                         STOCK  OPTIONS
AND WARRANTS (continued)

In addition, common stock warrants have been issued in connection
with  certain private offerings of stock and debt.   At  December
31,  1996,  warrants to purchase common stock at  various  prices
were outstanding which expire as follows:

     Expiration                     Exercise
     Date              Warrants     Price

     December, 1998      300 000     1.620
     June, 2001          200 000     1.000
     November, 2001       25 000     1.625
     December, 2001      550 000     2.125

                       1 075 000


The  following table describes certain information related to the
Company's compensatory stock option activity for the year  ending
December 31, 1996.


                                  Number                 Weighted
Average
                                of Options                  Exercise Prices

    Outstanding, December 31, 1995        1 016 000        $         1.42
    Grants during year-
      Exercise price = market price       1 352 500                  1.40
      Exercise price > market price         200 000                  1.56
    Exercised during year                    (1 000)                 1.38
    Forfeited during year                   (22 000)                 1.13
    Expired during year                     (35 000)                 2.79
    Outstanding, December 31, 1996        2 510 500                  1.45

    Exercisable, December 31, 1996        1 400 500                  1.45








                         F-15 of 18: Financial Statements Section
<PAGE>
                        PMC INTERNATIONAL, INC.
                            AND SUBSIDIARIES

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                YEARS ENDED DECEMBER 31, 1996 AND 1995
                              (Continued)


NOTE  8  -   STOCK  OPTIONS AND WARRANTS (continued)

The weighted average grant date fair value of the options granted
in 1996 was as follows:

      Exercise price = market price       $     $.67
      Exercise price > market price             1.03

The fair value of each option grant is estimated using the Black-
Scholes  option-pricing  model with  the  following  assumptions:
risk-free interest rate of 5.88% to 6.50%; dividend yield of  -0-
%; expected lives of five to six years; and volatility of 44.2%.

A  summary  of  the  Company's outstanding and exercisable  stock
options as of December 31, 1996 are as follows:
                                                             Weighted Average
   Range of            Number
                                     Weighted Average    Remaining Contractual
 Exercise prices   of Options          Exercise Price           Life (months)

     $1.00 - $1.38
     Outstanding      1 228 500                $1.14             31 (a)
     Exercisable        728 500                 1.17             39

     $1.50 - $1.56
        Outstanding     977 500                 1.55             63 (b)
        Exercisable     567 500                 1.55             63 (c)

     $2.13 - $2.50
        Outstanding     252 500                 2.20             58
        Exercisable      52 500                 2.50              6

     $3.10
        Outstanding      52 000                 3.10             13
        Exercisable      52 000                 3.10             13

(a)  Excludes  200,000  options  which  expire  12  months  after
employee termination.
(b)  Excludes  800,000 options which expire  12-24  months  after
employee termination.
(c)  Excludes  480,000 options which expire  12-24  months  after
employee termination.






                         F-16 of 18: Financial Statements Section
<PAGE>
                        PMC INTERNATIONAL, INC.
                            AND SUBSIDIARIES

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                YEARS ENDED DECEMBER 31, 1996 AND 1995
                              (Continued)

NOTE  8  - STOCK  OPTIONS AND WARRANTS (continued)

As  previously described, the Company applies APB 25 and  related
Interpretations   in   accounting   for   its   stock    options.
Accordingly,  no  compensation cost  has  been  recognized.   Had
compensation cost for the Company's options been determined based
on  the fair value at the grant dates for awards consistent  with
the method of SFAS 123, the Company's net loss and loss per share
would have increased to the pro-forma amounts indicated below:

                                1996         1995

Net loss                  $(5 135 022)     $(2 541 606)

Net loss per share          $    (.91)  $     (.48)


NOTE 9 - EMPLOYEE BENEFIT PLAN

Salary deferral "401(k)" plan

The  plan  allows  employees,  who have  completed  one  year  of
employment and at least 1,000 hours service, to defer up  to  15%
of   their   salary.   The  Company  intends  to  match  employee
contributions by an amount determined annually by  the  board  of
directors.   Only  contributions  up  to  the  first  6%  of   an
employee's salary  will be considered for the match.  On February
15,  1995  PMCI's  Board of Directors approved  the  issuance  of
15,212  shares of PMCI common stock (valued at the  market  price
at  the  date of grant of $1.00 per share) to match participant's
contributions for the year ended December 31, 1994.

NOTE 10 -  RISKS AND UNCERTAINTIES

PMC's  revenues  are primarily derived from a percentage  of  the
assets under the management of its distribution channels.  Assets
under  management are impacted by both the extent  to  which  PMC
attracts  new, or loses existing clients and the appreciation  or
depreciation  of  the  U.S. and international  equity  and  fixed
income markets.  Assets of customers of an unrelated organization
constitute  approximately 16% of the total  customer   assets  in
PMC's  managed  account  programs as of  December  31,  1996.   A
downturn in general economic conditions could cause investors  to
cease  using  the  products, including its  proprietary  software
products,  and  services  of  the  Company  or  its  distribution
channels.

The Company has deposits in banks in excess of the FDIC insured
amount of $100,000.  The amounts in excess of the $100,000 are
subject to loss should the banks cease business.





                         F-17 of 18: Financial Statements Section
<PAGE>
                        PMC INTERNATIONAL, INC.
                            AND SUBSIDIARIES

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                YEARS ENDED DECEMBER 31, 1996 AND 1995
                              (Concluded)


NOTE   11   - FAIR  VALUES   OF   FINANCIAL INSTRUMENTS

The  following methods and assumptions were used to estimate  the
fair value of financial instruments:

The  carrying amount of cash and cash equivalents reported in the
balance sheet approximates fair value.

The  carrying  amount of receivables, accounts  payable,  accrued
expenses  and other liabilities in the balance sheet approximates
fair value.

The  long-term  note receivable was discounted at inception  (see
Note  2)  and  accordingly its carrying amount approximates  fair
value.

The  carrying  amount  of the obligations  under  capital  leases
approximates fair value.




























                         F-18 of 18: Financial Statements Section




                        Financial Data Schedule

                     as Filed Electronically with

                The Securities and Exchange Commission