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

                                FORM 10-KSB/A2
(Mark One)

[X]   Annual  Report  pursuant  to  Section  13 or  15(d)  of  the  Securities
Exchange Act of 1934
      for the Fiscal Year Ended December 31, 1997
[  ]  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,                      80202 
          Denver, Colorado 
   (Address of Principal Executive                  (Zip Code)
               Offices)

Issuer's telephone number:                (303) 292-1177
Securities registered under Section 12(b) of the Act:    None
Securities registered under 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 $14,862,714.

The  aggregate  market  value  of the  common  equity  held by  non-affiliates
(4,107,846  shares)  based  upon  the  average  bid and  asked  prices  of the
Registrant's  Common  Stock on March  17,  1998,  as  quoted  in the  National
Quotation Bureau was $18,998,788.

As of March 17, 1998,  the  Registrant  had  4,857,903  shares of common stock
issued and outstanding.







                  Documents Incorporated by Reference: NONE
           Transitional Small Business Disclosure Format: Yes No X 

                             
<PAGE>
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                           FORM 10-KSB/A2
-------------------------------------------------------------------

                   YEAR ENDED DECEMBER 31, 1997

Introduction

PMC  International,   Inc.  (the  "Company"  or  the  "Registrant")
hereby  amends its Annual  Report on Form 10-KSB, as amended, for the year ended
December 31, 1997 by:  Revising  Item  10:  Executive  Compensation,   by
replacing the section  entitled  "Executive  Compensation,"  all as
set forth below:

Item 10:   Executive Compensation

Executive Compensation

The following table provides certain information  concerning  compensation paid
by the Company and its  subsidiaries to the Company's  Chief Executive  Officer
and to the three  other  executive  officers  whose  salary and bonus  exceeded
$100,000 in 1997 (the "Named Executive Officers").


                        Summary Compensation Table
                                                         Long-Term
                             Annual Compensation         Compensation
                           --------------------------    ------------
                                                         Securities
                    Fiscal                 Other         Underlying
Name and Principal         Salary   Bonus  Annual
 Position           Year     ($)     ($)   Compensation  Options(1)
------------------------------------------------------------------------

Kenneth S.           1997   300,865    50,000       *           938
Phillips             1996   252,000         -       *        12,500
President, Chief     1995   228,124         -       *           -0-
Executive Officer

Scott A. MacKillop(2)1997   206,331(3)                       75,750
Executive Vice
President & Chief
Operating Officer

David L. Andrus(4)   1997   292,500    50,000                   -0-
Former Executive     1996   240,000         -               262,500
Vice President       1995    40,000         -                   -0-

Vali Nasr(5)         1997   191,456    20,360                   -0-
Former Chief         1996   129,375     9,640                12,500
Financial Officer &  1995   126,475                             -0-
Treasurer

(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. MacKillop joined the Company in September 1997, in connection with
     the acquisition of PMCIS.
(3)  Includes $150,000 in salary received in 1997 from PMCIS for services
     rendered prior to its acquisition by the Company. 
(4)  Mr. Andrus' employment with the Company terminated effective 
     January 11, 1998.
(5)  Mr. Nasr's employment with the Company terminated effective January 30,
     1998.  Subsequently, Mr. Nasr served as a consultant to the Company
     until mid-March 1998.

*   Amount received was less than $50,000 or 10% of total salary and bonus
for the year.

<PAGE>

      During the year ended December 31, 1997, the Company granted to the
Named Executive Officers options to acquire a total of 76,688 shares of
Common Stock as set forth in the following table.

                 Option Grants in Last Fiscal Year
      Name          Number of    % of Total   ($/Share)  Expiration
                     Shares       Options     Exercise      Date
                   Underlying    Granted to     Price
                     Options     Employees
                    Granted          in
                                    Fiscal
                                 Year(4)
Kenneth S. Phillips   938(1)              0.6    6.485    12/31/2002

Scott A. MacKillop 62,500(2)             51.6    6.485    09/24/2003
                   12,500(3)                     6.485    10/27/2002
                      750(1)                     6.485    12/31/2002
_______________________

(1)  Options were granted on December 31, 1997 and are fully vested.
(2)  Options were granted on September 24, 1997 and vest ratably 20% per year
     over a five-year period commencing September 24, 1998.
(3)  Options were granted on October 24, 1997; 2,500 options are vested and
     20% of the remainder vest each time the average bid and asked price of
     the Common Stock equals $4.75, $8.75, $12.75, $16.75 and $20.75,
     respectively, for twenty consecutive trading days.
(4)  Based on an aggregate of 146,826 options granted in 1997 to employees of
     the Company, including the Named Executive Officers.


<PAGE>

The following table sets forth certain information with respect to the value
of options held at December 31, 1997 by the Named Executive Officers.  The
Named Executive Officers did not exercise any options to purchase Common
Stock during 1997.

                    Fiscal Year End Option Values

         Name          Number of Securities          ($)Value of
                            Underlying               Unexercised
                        Unexercised Options      In-the-Money Options
                            at Year End             at Year End (1)
                       ------------------------ ----------------------
                       ExercisableUnexercisable ExercisableUnexercisable
                       ------------------------ ----------------------
Kenneth S. Phillips         5,938      7,500     $12,500    $18,750
David L. Andrus           193,750(2)       0     $71,250          0
Scott A. MacKillop          3,250     72,500         $49     $1,088
Vali Nasr                  12,500(3)       0     $31,250          0


(1)  The closing price for the Common Stock as reported in the over the
     counter market on December 31, 1997 (the last day of trading in 1997)
     was $6.50.  Value is calculated on the basis of  the difference between
     the option exercise price and $6.50, multiplied by the number of shares
     of Common Stock underlying the option.
(2)  As of April 11, 1998, options to purchase 23,750 shares expired.
(3)  As of April 30, 1998, options to purchase 12,500 shares will expire.


<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  amendment  number 2 to Form 10-KSB to be signed on its behalf
by the undersigned, thereunto duly authorized.

PMC  INTERNATIONAL,  INC.


         By: /s/ Scott A. MacKillop
             ----------------------------------------
             Scott A. MacKillop
             Executive Vice President and Chief
             Operating Officer

         By: /s/ Stephen M. Ash
             ----------------------------------------
             Stephen M. Ash, Treasurer, Principal
             Financial and Accounting Officer


             Date:   July 6, 1998