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

                                FORM 10-KSB/A
(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 1 of 14 Pages

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

                   YEAR ENDED DECEMBER 31, 1997

Introduction

PMC  International,   Inc.  (the  "Company"  or  the  "Registrant")
hereby  amends its Annual  Report on Form 10-KSB for the year ended
December 31, 1997 by:  Revising  Item 1:  Description  of Business,
by replacing the section  entitled  "Competition";  Replacing  Item
2:   Description  of  Properties;   Replacing  Item  6:  Management
Discussion  and  Analysis  of  Financial  Condition  and Results of
Operation;  and  Revising  Item  10:  Executive  Compensation,   by
replacing the section  entitled  "Executive  Compensation,"  all as
set forth below:

ITEM 1: Description of Business

Competition

      In   offering   services   through  its   Institutional   and
Independent  Channels,  the Company  competes with other firms that
offer  wrap  and  managed  account  programs.   These  distribution
channels in turn compete  with banks,  insurance  companies,  large
securities  brokers and other  financial  institutions  which offer
wrap  or  managed  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.  While  a  number  of  firms  each
provide a portion of the services  provided by the Company  through
its  Institutional  Channels,  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 have more financial  resources
and  greater  recognition  in  the  financial  community  than  the
Company.  Competitors  may  reduce  the  fees  charged  for wrap or
managed  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
wrap programs  that are being  offered to the public,  such as life
cycle funds,  asset  allocation  funds,  portfolio  strategies  and
third-party  asset  allocation  services,  and these  services  are
competitive  with  those  offered  by  the  Company.  As  financial
institutions   continue   to  grow   and   build   in-house   asset
administration  service 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  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.
<PAGE>

      The Company  believes  that there will be  increasing  demand
in the  financial  services  industry  for the delivery of products
and services  electronically  or on-line.  At present,  the Company
delivers or makes  available  certain of its  products and services
to selected  clients  through the Internet or  electronically.  The
Company's  products were developed  with Internet  delivery in mind
and the Company  anticipates that a modest  investment of resources
over  the  coming  year  will  result  in   significantly   broader
availability  of its products and  services  on-line.  There can be
no assurance,  however,  that the Company will be able to keep pace
with its competitors in the electronic delivery of services.

ITEM 2: Description of Properties

The  Company  leases  approximately  20,000  square  feet of office
space for its  corporate  headquarters  in the  Qwest  Tower at 555
17th Street,  Denver,  Colorado  pursuant to a lease which  expires
in 2001.  The  Company  pays  approximately  $20,000  per month for
this office  space.  PMCIS  subleases  approximately  12,000 square
feet of office space in the Galleria Plaza,  100 Galleria  Parkway,
Suite  1200,  Atlanta,   Georgia,  pursuant  to  a  sublease  which
expires April,  1999.  PMCIS pays  approximately  $24,000 per month
for this office  space.  On January 21, 1998,  PMCIS entered into a
sublease  agreement for its Atlanta  office space.  Pursuant to the
agreement,   PMCIS  sublet  a  substantial  portion  of  the  above
described  office space for:  $4.25 per square foot until  February
17,  1998;  $8.50 per  square  foot from  February  17,  1998 until
March 31,  1998;  and  $17.00  per  square  foot from April 1, 1998
until the  termination  of the lease in April,  1999.  PMCIS  still
occupies the remaining  space and will remain  responsible  for the
balance of the lease payments not covered by such sublease.

ITEM 6: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
        CONDITION AND RESULTS OF OPERATIONS
 
      The  following   discussion  provides  information  that  the
Company  believes is relevant to an  assessment  and  understanding
of its  results  of  operations.  It should be read in  conjunction
with  the  Financial   Statements  and  Notes  included   elsewhere
herein.  This  discussion  contains  "forward  looking  statements"
within  the  meaning  of the  federal  securities  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   results  to  differ   materially   from  those
expressed in the statements.

Overview

      The Company  develops,  markets,  and  manages  sophisticated
investment  management  products and services.  Not a money manager
itself,  the Company  provides  products and services to 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   


<PAGE>

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 fees charged
to  clients  based  on a  percentage  of  managed  assets  and to a
lesser extent from  consulting fees for certain  advisory  services
and  licensing  fees from its  software  products.  Fees based upon
managed  assets  typically  range  from 20 to 250 basis  points per
year,  based upon a number of  factors  such as the size of account
and  scope  of  services   provided.   At  the  present  time,  the
principal  factors  affecting  the  Company's  revenues are whether
the Company  adds or loses  clients for its  investment  management
services,  the performance of equity and fixed income markets,  and
the type and size of  accounts  managed by the  Company and related
differences in fees charged.

      The Company  acquired  PMCIS on September  24, 1997 (see Note
1 to  Financial  Statements  of the  Company).  The  impact  of the
acquisition  on  the  Company's   statements  of  income  is  fully
reflected  on the December  31, 1997  balance  sheet.  Beginning in
the fourth quarter 1997,  PMCIS's  operations  were fully reflected
in the Company's financial statements.

Results of Operations

Year Ended December 31, 1997, Compared to Year Ended December 31,
1996

Revenues.  Revenues were  $14,900,000  for the year ended  December
31, 1997,  compared to $10,100,000  for the year ended December 31,
1996,   an  increase  of  48%.  The   increase   was   attributable
primarily to the PMCIS  acquisition  contribution of $3,000,000 for
the fourth quarter and the  contribution  of $733,000  arising from
the  Company's  new  relationship  with  Ernst &  Young,  LLP.  New
business,  such as Ernst & Young  LLP,  pays the  Company  only its
net  portion of the fees,  and does not  include the fees for third
parties  (i.e,   portfolio  managers,   solicitors,   brokerage  or
custody).  Historically,  fees  paid  to the  Company  through  its
primary  distribution  channels  included  fees  payable  for these
other  services.  Revenues from Republic  National Bank of $550,000
were  not  recognized  in 1997 as was  anticipated  due to  product
roll-out delays.

      Investment  Manager  and Other Fees.  Investment  Manager and
Other Fees were  $8,200,000  for the year ended  December 31, 1997,
compared to  $5,600,000  for the year ended  December 31, 1996,  an
increase of 46%.  Direct expenses  increased  primarily as a result
of the PMCIS  acquisition.  However,  as  discussed  above,  direct
expenses did not increase in  proportion  to revenues as certain of
these  revenues,  such as Ernst & Young LLP,  are  recognized  on a
net basis to the Company.
 
      Net Revenues  after  Investment  Manager and Other Fees.  Net
Revenues after  Investment  Manager and Other Fees were  $6,700,000
for the year ended  December 31, 1997,  compared to $4,500,000  for
the year  ended  December  31,  1996,  an  increase  of 49%.  These
increases  are  explained   above  under  Revenues  and  Investment
Management and Other Fees.
<PAGE>

      Operating  Expenses.   Operating  Expenses  were  $10,500,000
for the year ended  December 31, 1997,  compared to $8,500,000  for
the year  ended  December  31,  1996,  an  increase  of 24%.  These
increases  were  due  primarily  to an  increase  in  salaries  and
benefits which increased  $1,400,000 or 40%, and  depreciation  and
amortization  increased  as  a  result  of  the  expansion  of  the
Company's  products  and  services,  the  development  of  internal
systems  and the  servicing  of several new  distribution  channels
and customers,  primarily PMCIS,  Republic  National Bank and Ernst
& Young LLP.  On a  favorable  note,  the  Company has been able to
decrease  payroll  and  related  expenses in 1998 which will result
in  savings  of  approximately  $1,500,000  annually;  this  is the
result  of  layoffs,  attrition,  and the  PMCIS  acquisition.  The
Company does not anticipate  significant  purchases of equipment or
capital assets in 1998.

      Income Taxes.  The Company's effective tax rate for 1997 is
0.

      Net  Loss.  The  Company  recorded  a net loss of  $3,800,000
for the year ended  December  31, 1997 as  compared  to  $4,000,000
for  the  year  ended  December  31,  1996.   The   improvement  in
earnings  was the result of revenues  growing at a faster pace than
direct and  operating  expenses.  However 1997  earnings  estimates
were not met.  This  was due to  higher  than  expected  the  costs
related  to:  development  of the  infrastructure  to  support  new
business  relationships;   management   restructuring;   the  PMCIS
acquisition; and raising capital.

      The Company is in the process of  converting  certain  assets
under  administration  from one  portfolio  accounting  system to a
third  party  system.  The  ability  to  transfer  those  accounts,
maintain  customer  satisfaction,   and  manage  related  operating
costs could impact the financial results of the Company.

      The revenues of the Company are directly  dependent  upon the
amount of assets under  management or  administered by the Company.
A  decline  in  market  value or in assets  under  management  as a
result of market conditions or customer  satisfaction  could impact
the future profitability of the Company.

Liquidity and Capital Resources

      At December 31, 1997, the Company had cash of  $3,000,000,  a
substantial  portion  of  which  was  held in  short-term  interest
bearing accounts, including restricted cash of $1,500,000.

      Year  Ended  December  31,  1997.   Cash  used  in  operating
activities  was  $3,400,000.  This was due  primarily to a net loss
from   operations.   Cash   used  in   investing   activities   was
$6,400,000.  Cash used in  investing  activities  was the result of
goodwill   generated  from  the  PMCIS   acquisition   and  capital
expenditures  incurred  as a result  of  business  expansion.  Cash
provided  by  financing  activities  of  $6,300,000  was  primarily
related to the September 1997 private placement of common stock.
<PAGE>

      PMCIS  Acquisition  and  Financing.  On  September  24, 1997,
the Company  completed  the  acquisition  of PMCIS  (formerly  ADAM
Investment  Services,  Inc.),  a financial  services and investment
advisory  company  headquartered  in  Atlanta,  Georgia.  PMCIS has
provided   investment    consulting   services   to   institutional
investors  since 1980.  PMCIS's  primary  services are based around
mutual   funds.    PMCIS   offers    seventeen   model   portfolios
constructed  using no-load mutual funds and funds  available at net
asset value.  These  "standard"  portfolios  consist of five global
tactical asset allocation  portfolios,  five global strategic asset
allocation   portfolios  and  seven  asset  class  portfolios  that
concentrate  on narrow  asset  class  groups.  PMCIS  also has five
strategic  asset  allocation  portfolios  constructed  using mutual
funds that invest in  companies  that are  identified  as operating
in a socially  responsible  manner.  PMCIS's mutual fund portfolios
are also  offered  as options  for use by 401(k)  plans and with an
insurance   company   within  a  variable  life   contract.   PMCIS
currently  has a staff of  approximately  16 people who are located
either in its  corporate  headquarters  in  Atlanta,  Georgia or in
the Company's  headquarters  in Denver,  Colorado.  In 1995,  PMCIS
acquired Optima Funds Management,  Inc. ("Optima"),  a company that
provides  mutual fund wrap  services to clients.  Optima was merged
into PMCIS in December, 1997.

      The agreement  providing for the  acquisition of PMCIS by the
Company  provided  that  the  Company  would  acquire  all  of  the
outstanding  capital  stock of PMCIS for up to $9.0 million in cash
and up to $200,000 in Common  Stock if certain  conditions  are met
over time.  In  addition,  the Company  agreed to assume the normal
operating  liabilities  of PMCIS  at  closing  of the  acquisition,
estimated  to be  approximately  $1.6  million.  At the  closing of
the PMCIS  transaction,  the Company  paid  $5,000,000  in cash and
agreed  to make two  earn-out  payments  on the  first  and  second
anniversary  dates  of the  closing.  The  first  earn-out  payment
will equal 1.0% of PMCIS's  standard  fee assets  under  management
in   excess   of  $500   million,   determined   on  the   one-year
anniversary  of  the  closing  of  the  PMCIS  acquisition,  not to
exceed  $2.0  million,  plus  interest  thereon at a rate of 8.75%.
The second  earn-out  payment  will equal 1.0% of PMCIS's  standard
fee assets under  management in excess of $700 million,  determined
on  the   two-year   anniversary   of  the  closing  of  the  PMCIS
acquisition,  not to exceed $2.0 million.  The Company  anticipates
that PMCIS will  continue to operate as a wholly  owned  subsidiary
of the Company in the future.

      In connection  with the PMCIS  acquisition,  on September 24,
1997,  the Company  sold  1,220,749  shares of its Common  Stock in
the  PMCIS  Private  Placement  at  a  price  of  $6.00  per  share
(adjusted   for  the  Reverse   Split).   The  proceeds  from  this
transaction,  after deducting  expenses relating to the issuance of
the  Common  Stock,  were  approximately  $6,500,000,  of which the
Company used  $5,000,000  to purchase  PMCIS at the PMCIS  closing.
The  additional  $1,500,000 is currently  being used by the Company
for working capital purposes.

      Cash  Flow  Requirements.   Most  of  the  Company's  ongoing
losses  and  additional  cash  flow  requirements   relate  to  its
addition  of  staff  and  incurrence  of  capital  expenditures  in
anticipation  of  establishing   and  developing  new  distribution
relationships,  specifically  new  institutional  clients and, more
recently,   the  increased   spending  in  integrating   the  PMCIS
business  in  the  Company.   The  Company  recognizes  that  there
generally is a  substantial  delay  between when such  relationship
costs as these  are  incurred  and when the  related  revenues  are
recognized.  


<PAGE>

While  there  can be no  assurance  such  will  be the
case,  the Company  anticipates  that its use of cash will increase
in the first  quarter of 1998 before  decreasing  in the second and
third  quarters  of  1998  as  cash  is  received  from  developing
distribution  relationships  and the PMCIS  business  is more fully
integrated  into  the  Company.   Future  cash  needs  will  depend
largely  upon  the  Company's   success  in   developing   customer
relationships  and  servicing  existing  relationships,   with  the
intended  result of increasing  assets  managed using the Company's
products  and  services.  The  Company  anticipates  that  it  will
continue to experience  operating  losses until such time as it can
realize  the  benefits  of:  the  PMCIS  acquisition,  the  related
assets  under  management  and the  expected  economies of scale of
merged  operations;  employee  attrition and turnover,  and related
reduction in payroll and  associated  costs;  the  launching of new
institutional  programs  and  the  realization  of  associated  fee
income;  and,  other  developing  relationships  and the ability to
leverage   personnel  and  manage   operating  costs  in  a  normal
operating environment.

On March 9,  1998,  the  Company  obtained  a line of credit in the
amount  of  $600,000  from  a  bank  to  finance  the   outstanding
receivable  from  Ernst & Young.  Pursuant  to its  agreement  with
Ernst & Young,  the Company is to receive certain minimum  revenues
quarterly   through  1998.  Those  revenues  are  reflected  as  an
account  receivable  in the  amount of  $733,000  at  December  31,
1997.

      The Company is currently  investigating  sources of short and
long  term  capital  as  well  as  the   restructuring  of  certain
operational  systems  and  customer  relationships,   in  order  to
support  its  working  capital  requirements  for  the  balance  of
1998.  The Company's  future  liquidity  needs are  dependent  upon
the Company's  ability to generate  higher levels of cash flow from
operations,   to  borrow  funds,  to  complete   additional  equity
offerings,  or  to  reduce  operations,  or a  combination  of  the
above.   There  can  be  no  assurance  that   financings  will  be
available  to the Company or that the Company will  otherwise  find
sources to meet its cash flow requirements.

      The  Company  has   historically   incurred  net  losses  and
accordingly  experience  cash  flow  problems.  As a result  of the
acquisition  of PMCIS,  the Company is obligated to make a deferred
purchase  payment  on  September  24,  1998.  The  payment  will be
equal to 1.0% of certain  PMCIS assets under  management  in excess
of  $500,000,000,  with the  payment not to exceed  $2,000,000.  As
of December  31, 1997,  this  payment  would not be able to be made
principally   due  to  the  fact   that   $1,400,000   of  cash  is
restricted.  In  addition,  through  the  first  quarter  of  1998,
continuing  losses from  operations  have resulted in the Company's
cash  balances  decreasing  further.  In March  1998,  the  Company
implemented a cost reduction  plan.  Management  believes that this
plan along with  projected  increases  in revenues  and deferral of
payments of expenses  should allow the Company to continue  without
requiring  additional  resources,  excluding the PMCIS payment. The
Company is currently  investigating  sources of short and long term
capital  to meet  the  PMCIS  payment  as well as  working  capital
needs.  Should additional  capital not be raised,  the Company will
be  required  to  restructure  the terms of the PMCIS  payment,  to
remove the  restriction  from its cash  balances,  restructure  its
operations or a combination of the above.
<PAGE>
 
      1996 Private  Placement and  Restructuring.  In December 1996
the Company  completed a private  placement of 1,294,250  shares of
Common  Stock at a price  of  $8.50  per  share.  Also in  December
1996,  the  Company  completed  a  restructuring  of its debt and a
partial  restructuring  of its  outstanding  Preferred  Stock.  The
restructuring   involved   (i)  the  payment  of  all   outstanding
interest  on  the  Bedford  loans,  the  repayment  to  Bedford  of
$1,976,250  of  outstanding  principal  on the Bedford  loans,  the
exercise  by Bedford of  warrants  to  purchase  255,937  shares of
Common  Stock and the  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 37,500  shares of Common Stock at an exercise  price of $8.50
per share;  (ii) the  issuance  of 375,000  shares of Common  Stock
upon the exercise of warrants  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 interest  accrued on
such  notes  as of the  exercise  date,  and  the  issuance  of new
warrants  to  purchase  an  aggregate  of up to  37,500  shares  of
Common  Stock  to  such  investors;  (iii)  the  repayment  of  the
November  1996  bridge  loan,  and (iv) the  conversion  of 173,120
shares of  Preferred  Stock  into  59,510  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 December  31,  1996.  The
conversion  of  additional  shares of  Preferred  Stock into Common
Stock was effected in January 1997.
 
      As a result of the private placement and  restructuring,  the
Company's   shareholders'   equity   increased  from  a  $4,047,682
deficit at September  30, 1996 to  $6,270,537  at December 31, 1996
and  cash   increased  from  $701,160  at  September  30,  1996  to
$6,499,000  at  December  31,  1996.  Through  December  31,  1997,
approximately  $1.4  million of the net proceeds was pledged by the
Company  as  collateral  for a loan  made  to a  limited  liability
company  owned and  controlled  by the  Company's  Chief  Executive
Officer,  approximately  $1.8 million was used to pay aged accounts
payable   of  the   Company   in  late  1996  and  early  1997  and
approximately  $1.8  million was used to fund the  Company's  other
working capital and capital expenditure requirements during 1997.

      Uses of Cash.  Between  December 31,  1996,  and December 31,
1997,  cash and  cash  equivalents  decreased  from  $6,499,000  at
December  31,  1996  to   $3,000,000   ($1,500,000   of  which  was
unrestricted)  at December  31, 1997 as the  Company  made  capital
investments  into furniture,  fixtures and product  development and
reduced  other   liabilities  and  accounts   payable.   Investment
management  fees  receivable  increased  $736,000 during the period
primarily  as a  result  of the  accrual  of fees  due from the new
relationships   being  established  with  Institutional   Channels.
Other  assets and  liabilities  have  increased  as a result of the
PMCIS  acquisition  and in  conjunction  with the increase of sales
volume.   See   "--Results  of   Operations--Twelve   Months  Ended
December  31, 1997  Compared to Twelve  Months  Ended  December 31,
1996."


<PAGE>


      In January  1997,  the  Company  provided  assistance  to Mr.
Phillips,  the Company's  President and Chief Executive Officer, by
pledging  cash  collateral in the amount of $1,890,000 to a bank in
connection  with the bank's  loan to KP3,  LLC (" KP3"),  a company
owned  and  controlled  by Mr.  Phillips.  The loan was made to KP3
for the purpose of  financing  payment of the  deferred  portion of
the  purchase  price of  410,961  shares  of the  Company's  Common
Stock  owned by KP3 that were  purchased  from Mr.  Marc  Geman,  a
former  officer  of the  Company,  at the  time he  terminated  his
association  with the  Company  (the " KP3  Shares").  The  Company
agreed to provide  collateral  for the loan for up to two years and
to lend  funds  to KP3 to  service  interest  payments  on the loan
during that  period.  The pledge by the Company of  collateral  for
the loan  permitted the deferred  portion of the purchase  price of
the  Company's  Common  Stock  to be  paid  to Mr.  Geman,  thereby
eliminating  the  possibility  that Mr.  Geman  could  reacquire  a
substantial  stock ownership in the Company.  Through  December 31,
1997  and  March  31,  1998,  the  Company  had lent  $150,800  and
$190,000,  respectively,  to KP3  specifically to service  interest
payments  on the  KP3  loans.  KP3  has  agreed  to  reimburse  the
Company  for all  amounts  paid by the  Company  toward the loan or
for  collateral  applied  to the  loan,  including  interest  at an
annual rate of 9% and has  granted the Company a security  interest
in  the  KP3  Shares.   Such  loan  was   restructured   through  a
different   bank  on  October  1,  1997  and  April  15,  1998.  In
connection   therewith,   the   Company  has   provided   two  cash
collateral  guarantees  totaling  $1,750,000;  the Company  retains
the  410,961  KP3  shares  as  collateral.  The due date of the new
loans are December 31, 1998.

      Year 2000.  Many existing computer programs use only two
digits to identify a specific year and therefore may not
accurately recognize the upcoming change in the century.  If not
corrected, many computer applications could fail or create
erroneous results by or at the year 2000.  Due to the Company's
dependence on computer technology to operate its business, and
the dependence of  the financial services industry on computer
technology, the nature and impact of Year 2000 processing
failures on the Company's business could be material.  The
Company is currently modifying its computer systems in order to
enable its systems to process data and transactions incorporating
year 2000 dates without material errors or interruptions.

      The success of the  Company's  plan  depends in large part on
parallel  efforts  being  undertaken by other  entities,  including
third party  vendors,  with which the  Company's  systems  interact
and  therefore,  the  Company  is  taking  steps to  determine  the
status  of  these  other  entities'  Year  2000   compliance.   The
Company is formulating  contingency  plans to be implemented in the
event  that any  other  entity  with  which the  Company's  systems
interact,  or the  Company  itself,  fails to  achieve  timely  and
adequate Year 2000 compliance.

      The Company  currently  expects that costs to comply will not
be  material  since  these  costs  will  be born  substantially  by
outside  entities.  These  costs  exclude  the  time  that  may  be
spent  by  management  and  administrative  staff  in  guiding  and
assisting the  information  technology  effort  described  above or
for bringing internal systems into Year 2000 compliance.
<PAGE>

      Capitalized  Software  Development  Costs.  The  Company  has
incurred  significant  costs  during  the  past  several  years  in
developing   internal   operational   systems  and  in  developing,
marketing and supporting  its  proprietary  Allocation  Manager(TM)
investment  advisory  software  for use by  professional  financial
consultants and expects to have  continuing  costs in 1997 relating
to the  enhancement of Allocation  Manager(TM).  Prior to achieving
technological   feasibility   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.   The  Company's   policy  is  to
capitalize  all  software  costs  incurred in  developing  computer
software  products  until such  products are  available for release
to  customers.  Subsequent  cost  incurred to enhance and  redesign
existing    software    products   are    capitalized    and   such
capitalization  ceases  when the  enhanced or  redesigned  products
are  released.   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,  subject to enhancement and  customization,  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 has also  capitalized  the  acquisition  costs of
software  acquired  from  third  parties  in  connection  with  the
development   of  its   internal   systems.   See   "--Results   of
Operations--1996 Compared to 1995--Software Development Costs."

      Other  Matters.  In seeking to capture  greater market share,
the Company  has  introduced  restructured  and  unbundled  pricing
which in some  instances  results in lower  pricing for some of its
services  in  certain of its  distribution  channels.  The  Company
may make  additional  adjustments  in the  future.  As a result  of
the  restructured  pricing,  gross  revenues  as  a  percentage  of
assets under management may decrease.

       The   Company   anticipates   that  it  will   continue   to
experience   operating   losses  until  such  time,   if  ever,  as
investment  management  fees from managed assets and consulting and
license  fees   increase   sufficiently   to  cover  the  Company's
increasing   operating  expenses.   The  Company  is  investigating
sources   of  long  and  short  term   capital,   as  well  as  the
restructuring  of certain of its  operational  systems and customer
relationships  in  order  to  obtain  and/or  generate   sufficient
working  capital  to  meet  its  requirements  for the  balance  of
1998.  There can be no assurance  that the  Company's  products and
services  will be  successful,  that  they will  generate  adequate
revenue  to meet the  Company's  capital  needs,  that  sources  of
capital will be  available  to the Company as the need  arises,  or
that the Company will become profitable in the future.
<PAGE>
                        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 on 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 1 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:   June 30, 1998