U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-QSB

(Mark One)

[X]  Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act
     of 1934

For the Quarterly Period Ended  June 30, 1997

[ ]  Transition Report under Section 13 or 15(d) of the Exchange Act

For the Transition Period from _____ to _____

                         Commission file Number 0-14266
                                                -------

                      POLLUTION RESEARCH AND CONTROL CORP.
         ---------------------------------------------------------------
        (Exact Name of Small Business Issuer as Specified in Its Charter)

         California                                       95-2746949
 -------------------------------             ----------------------------------
(State of or Other Jurisdiction             (I.R.S. Employer Identification No.)
of Incorporation or Organization)

                                 506 Paula Ave.
                           Glendale, California 91201
                     --------------------------------------
                    (Address Of Principal Executive Offices)

                                 (818) 247-7601
                 ----------------------------------------------
                (Issuer's Telephone Number, Including Area Code)

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 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
     -------          -------

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:

     Class                        Date                No. of shares outstanding
     -----                        ----                -------------------------
    Common                     August 13, 1997                 8,673,732

Traditional Small Business Disclosure Format (check one):

Yes     X         No
     -------          -------









<PAGE>
                                   FORM 10-QSB

                  For the Six-Month Period Ended June 30, 1997

                                TABLE OF CONTENTS


                                                                           Page

Part I            Financial Information

                  Item 1. Financial Statements...........................    3

                  Consolidated Balance Sheet.............................    3
                  Consolidated Statements of Operations..................    5
                  Consolidated Statements of Cash Flows..................    7
                  Notes to Financial Statements..........................    9

                  Item 2. Management's Discussion and Analysis of
                  Financial Condition and Results of Operations..........   11

Part II           Other Information......................................   13

                  Item 4. Submission of Matters to a Vote
                  of Security Holders....................................   13
                  Item 6(b). Reports on Form 8-K.........................   13






<PAGE>

                         PART I - FINANCIAL INFORMATION

                          Item 1. FINANCIAL STATEMENTS

                           CONSOLIDATED BALANCE SHEET
                                     ASSETS
                                   (Unaudited)
                                                                        AS OF
CURRENT ASSETS                                                         6/30/97
                                                                      ----------

     Cash                                                             $  674,938

     Marketable securities                                                99,000

     Accounts receivable, trade, less allowance for doubtful
         accounts of $41,382                                           1,397,138

     Inventories (Note 2)                                              2,200,198

     Other current assets                                                 32,189
                                                                      ----------

     TOTAL CURRENT ASSETS                                              4,403,463
                                                                      ----------

PROPERTY, EQUIPMENT AND LEASEHOLD
   IMPROVEMENTS, less accumulated depreciation of
  $301,712 (Note 2)                                                    1,559,233

OTHER ASSETS

     Goodwill, less accumulated amortization of $7,950                   295,856

     Loan costs, less accumulated amortization of $30,275                 60,549

     Organization costs, less accumulated
       amortization of $6,800                                             33,709

     Other                                                                18,855
                                                                      ----------

         TOTAL OTHER ASSETS                                              408,969
                                                                      ----------

     TOTAL ASSETS                                                     $6,371,665
                                                                      ==========


                                        3

<PAGE>
                           CONSOLIDATED BALANCE SHEET
                       LIABILITIES AND SHAREHOLDERS'EQUITY
                                   (Unaudited)
                                                                        AS OF
CURRENT LIABILITIES                                                    6/30/97
                                                                    -----------

     Notes payable (Note 3)                                         $   710,997

     Current portion of long-term debt, related parties                  11,047

     Current portion of long-term debt (Note 3)                         222,681

     Accounts payable                                                   713,650

     Accrued liabilities                                                216,889
                                                                    -----------

         TOTAL CURRENT LIABILITIES                                    1,875,264

LONG-TERM DEBT,  related party, less current portion                    362,476

DEFERRED RENT                                                           103,936

LONG-TERM DEBT, less current portion (Note 3)                           636,138

DEFERRED INCOME TAXES                                                    45,000

COMMITMENTS AND CONTINGENCIES (Note 4)                                     --

SHAREHOLDERS' EQUITY (Note 5)

     Preferred Stock, no par value; 20,000,000 shares
        authorized, no shares issued and outstanding

     Common Stock, no par value; 30,000,000 shares
        authorized, 8,673,732 issued and outstanding                  2,626,932

     Less notes receivable                                              (86,857)

     Other paid in capital                                            4,107,812

     Accumulated deficit                                             (3,416,557)

     Unrealized gain on marketable securities                            99,000

     Unrealized foreign currency translation loss                        18,521
                                                                    -----------

         TOTAL SHAREHOLDERS' EQUITY                                   3,348,851
                                                                    -----------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                          $ 6,371,665
                                                                    ===========


                                        4

<PAGE>
<TABLE>
<CAPTION>

                              CONSOLIDATED STATEMENTS OF OPERATIONS
                                           (Unaudited)

                                                                       Three Months
                                                                      Ended June 30
                                                                      -------------

                                                            1997                      1996
                                                        -----------                -----------

<S>                                                     <C>                        <C>        
Net revenues                                            $ 1,935,629                $ 1,929,848

Cost of goods sold                                        1,802,492                  1,265,954
                                                        -----------                -----------

     Gross Profit                                           133,137                    663,894
                                                        -----------                -----------

Operating Expenses:

  Selling, general and administrative expenses              656,254                    421,099

  Research and development                                   16,493                     41,876

     Total operating expenses                               672,747                    462,975
                                                        -----------                -----------

       Income from operations                              (539,610)                   200,919

Interest expense                                            (88,053)                    (4,375)

Interest income                                               1,106                      1,102

Other income                                                  2,911                       --
                                                        -----------                -----------

     Income before income taxes                            (623,646)                   197,646

Provision for income taxes:

     Current                                                   --                         --

     Deferred (Note 6)                                         --                      (24,000)
                                                        -----------                -----------

       Total provision for income taxes                        --                      (24,000)
                                                        -----------                -----------

         Net income (loss)                              $  (623,646)               $   221,646
                                                        ===========                ===========

Earnings per share:
Primary:
     Net income (loss)                                  $      (.07)               $       .03
                                                        ===========                ===========

Weighted average number of common and
    common equivalent shares outstanding                  8,673,732                  7,374,396
                                                        ===========                ===========
Fully Diluted:
     Net income (loss)                                not applicable               $       .03
                                                                                   ===========
Weighted average number of common and
common equivalent shares outstanding                                                 7,414,352
                                                                                   ===========


                                                         5
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                                CONSOLIDATED STATEMENTS OF OPERATIONS
                                             (Unaudited)
                                                                         Six Months
                                                                       Ended June 30
                                                                       -------------
                                                            1997                        1996
                                                         -----------                -----------

<S>                                                      <C>                        <C>        
Net revenues                                             $ 4,487,995                $ 3,558,894

Cost of goods sold                                         3,630,974                  2,195,010
                                                         -----------                -----------

     Gross Profit                                            857,021                  1,363,884
                                                         -----------                -----------

Operating Expenses:

  Selling, general and administrative expenses             1,311,362                    824,713

  Research and development                                    23,223                     79,898

     Total operating expenses                              1,334,585                    904,611
                                                         -----------                -----------

       Income from operations                               (477,564)                   459,273

Interest expense                                            (159,514)                    (8,212)

Interest income                                                2,183                      2,240

Other income                                                   2,911                      3,500
                                                         -----------                -----------

     Income before income taxes                             (631,984)                   456,801

Provision for income taxes:

     Current                                                    --                         --

     Deferred (Note 6)                                       (10,000)                   (24,000)
                                                         -----------                -----------

       Total provision for income taxes                      (10,000)                   (24,000)
                                                         -----------                -----------

         Net income (loss)                               $  (621,984)               $   480,801
                                                         ===========                ===========

Earnings per share:
Primary:
     Net income (loss)                                   $      (.07)               $       .07
                                                         ===========                ===========

Weighted average number of common and
    common equivalent shares outstanding                   8,673,732                  7,171,287
                                                         ===========                ===========
Fully Diluted:
     Net income (loss)                                 not applicable               $       .07
                                                                                    ===========
Weighted average number of common and
common equivalent shares outstanding                                                  7,242,885
                                                                                    ===========


                                              6
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                                                                             Six Months
                                                                           Ended June 30
                                                                           -------------
                                                                   1997                    1996
                                                                 -------                 --------
CASH FLOWS FROM OPERATING ACTIVITIES:

<S>                                                             <C>                      <C>      
Net income (loss)                                               ($621,984)               $ 480,801

Adjustments to reconcile net income to
  net cash provided by (used for)
  operating activities:

     Depreciation and amortization                                116,574                   25,509

     Deferred income taxes                                        (10,000)                 (24,000)

     Inventory reserves                                           200,000                     --

Changes in operating assets and liabilities:

         Accounts receivable, trade, net                          324,004                 (930,037)

         Inventories                                              151,390                  223,291

         Other current assets                                     (10,992)                   3,917

         Other assets                                              (1,221)                    --

         Accounts payable                                        (288,568)                 (56,322)

         Accrued liabilities                                      (39,492)                 (52,589)

         Unearned revenues                                        (50,820)                    --

         Deferred rent                                             27,745                   (7,267)
                                                                ---------                ---------

Net cash provided by (used for) operating activities             (203,364)                (336,697)
                                                                ---------                ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property, equipment, and leasehold
  improvements                                                     (5,224)                 (19,076)

Acquisition of subsidiaries, net of cash acquired of
$186,304                                                             --                   (433,795)

Other assets                                                         --                    (13,793)
                                                                ---------                ---------

     Net cash used for investing activities                        (5,224)                (466,664)
                                                                ---------                ---------


                                            7


<PAGE>

                       CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
                                        (Unaudited)

CASH FLOWS FROM FINANCING ACTIVITIES:

Bank line of credit - advances (repayments)                      5,000                     --

Net increase in Nutek line of credit                           152,342                  171,145

Additional borrowings under long-term debt                     100,000                     --

Proceeds from issuance of common stock (Note 8)                   --                    777,390

Repayment of long-term debt                                    (95,518)                    --
                                                             ---------                ---------

     Net cash provided by financing activities                 161,824                  948,535
                                                             ---------                ---------

EFFECT OF EXCHANGE RATE CHANGES
   ON CASH                                                      (1,468)                  (1,187)
                                                             ---------                ---------

NET INCREASE IN CASH                                           (48,232)                 143,987

CASH AT BEGINNING OF PERIOD                                    723,170                  641,695

CASH AT END OF PERIOD                                        $ 674,938                $ 785,682
                                                             =========                =========



                                           8
</TABLE>

<PAGE>

                          NOTES TO FINANCIAL STATEMENTS

                                   (Unaudited)

1. Basis of Presentation:

     The information furnished herein reflects all adjustments,  consisting only
of normal  recurring  adjustments,  which are,  in the  opinion  of  management,
necessary to a fair  presentation  of the financial  statements  for the periods
presented.  Interim results are not necessarily indicative of results for a full
year.

     The  financial  statements  at June 30,  1997,  include the activity of two
subsidiaries,  NUTEK, Inc. and LOGAN MEDICAL DEVICES,  Inc., which were acquired
by the company in June, 1996.

     Pro-forma  results for the six months ended June 30, 1996,  presented as if
the  acquisition  of Nutek had  occurred  at the  beginning  of the  quarter  is
presented below:

                                                       Six Months
                                                          Ended
                                                         June 30
                                                          1996

       Revenues                                       $  5,315,000
                                                      ============

       Net income (loss)                              $     371,000
                                                      =============

       Earnings per share:

       Primary:

                Net income (loss)                     $         .05
                                                      =============

       Weighted average common and common
           equivalent shares outstanding                  7,258,787
                                                      =============

       Fully diluted:

                Net income                            $         .05
                                                      =============

       Weighted average common and common
           equivalent shares outstanding                  7,518,395


     Results of operations  for Logan Medical  Devices,  Inc. for the six months
ended June 30, 1996 are not material to the consolidated results of operations.

     The financial  statements  should be read in conjunction with the financial
statements  and notes thereto  included in the  Company's  annual report on Form
10KSB for the year ended December 31, 1996.

                                        9

<PAGE>



2. Inventories:

     Inventories at June 30, 1997 consisted of the following:

             Materials and Supplies                        $    682,812
             Work-in-Process                                    386,745
             Finished Goods                                   1,330,641
             Reserve                                           (200,000)
                                                            -----------
                                                           $  2,200,198
                                                           ============

3. Notes Payable and Long Term Debt:

     Since the filing of the Company's  Annual Report on Form 10-K,  the Company
has  increased  its  borrowings  under the Nutek  working  capital  facility  by
$291,104 and increased the term loan by an additional $100,000.

4. Commitments and Contingencies:

     In  October  1996,  the  Company  terminated  its  agreement  with a public
relations  firm and  cancelled  1,300,000  options held by the public  relations
firm. The matter is presently in dispute.  The probability or amount of any loss
to the Company cannot be determined at this time.

5. Shareholders' Equity:

Options and Warrants
--------------------

     As of June 30,  1997,  the Company  had  3,205,500  options  and  1,275,836
warrants  outstanding at exercise  prices ranging from $0.55 to $2.00 which,  if
exercised, would generate proceeds to the Company of $4,821,386.

6. Earnings per Share:

     Earnings  per  share is  computed  by  dividing  net  income or loss by the
weighted  average  number of common and common  equivalent  shares  (options and
warrants) outstanding during the period. Options and warrants which are dilutive
are included as common  equivalents under the treasury stock method,  unless the
dilutive options and warrants would, if exercised,  generate proceeds sufficient
to repurchase more than 20% of the Company's  outstanding common stock at market
prices,  in which case the modified  treasury stock method  applies.  During the
quarter  ended June 30,  1997,  there  were not  sufficient  number of  dilutive
options and warrants to cause application of the modified treasury stock method.

7. Non-cash Transactions:

     In June 1996 the Company's  subsidiary Logan Medical Services,  Inc. issued
$300,000 in notes to the former shareholders of Logan Research Limited,  and the
Company  exchanged  600,500  options for the  1,201,000  shares of Logan Medical
Services it did not already own, in connection  with the  acquisition of LMD and
LRL.




                                       10

<PAGE>




Item 2.           MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULT OF OPERATIONS

General

     The  Company  designs,   manufactures  and  markets  automated   continuous
monitoring instruments used to detect and measure various types of air pollution
through its wholly-owned subsidiary,  Dasibi Environmental Corp ("Dasibi").  The
Company  currently  derives the  majority of its revenue  from sales of Dasibi's
instruments and their replacement parts, referred to as the "core business".

     The Company designs, manufactures and markets electrical control panels for
automation  use in  utility,  pulp and paper mill and various  other  industrial
process applications through its wholly-owned subsidiary,  Nutek, Inc. ("Nutek")
and currently derives approximately 30% of its revenue from Nutek sales.

     The  Company  designs,  manufactures  and markets  medical  instrumentation
through its wholly owned  subsidiary,  Logan Medical Devices,  Inc.  ("LMD"),  a
start-up  company  applying the  Company's  technology  to  non-invasive  asthma
diagnostics.  The Company currently derives approximately 5% of its revenue from
medical sales.

     The  Company's  future  operating  results  may be  affected by a number of
factors,  including:  uncertainties  relative  to  global  economic  conditions;
industry factors; the availability and cost of components; the Company's ability
to develop,  manufacture and sell its products profitably; the Company's ability
to  successfully  increase its market share in its core business while expanding
its product base into other markets; the strength of its distribution  channels;
and the Company's  ability to  effectively  manage  expense  growth  relative to
revenue growth in anticipation of continued pressure on gross margins.

RESULTS OF OPERATIONS

     Net revenues  increased 26% from  $3,559,000  during the  six-month  period
ended June 30, 1996 to  $4,488,000  during the  six-month  period ended June 30,
1997,  primarily  as a result of the  acquisition  of Nutek,  Inc. in June 1996.
However,  core business revenues declined 30% for the three month period because
of  fewer  instrument  orders  obtained  in  an  escalating   competitive  price
environment. Gross margin declined from 38% to 19% for the six month period, and
from 34% to 7% for the  three  month  period,  primarily  due to three  factors.
First,  Nutek is  operating at a lower gross  margin of 23%,  secondly,  because
Dasibi is operating  at lower  margins of 21% due to ongoing  competitive  price
pressures,  and finally, due to the write off of possible obsolete inventory for
both Nutek and Dasibi.

     Selling,  general  and  administrative  expenses  increased  $487,000  from
$825,000 in the six months ended June 30, 1996 to  $1,311,000  in the six months
ended June 30, 1997 and  increased  $235,000 for the three months ended June 30,
1997 as compared to the same period in 1996, primarily due to the full inclusion
of Nutek in the Company's business.

     Research and development  expenditures  declined $57,000 and $25,000 during
the six month and  three  month  periods,  respectively,  due to cost  reduction
measures, which included the closure of the Company's Texas R&D facility.

     As a result of the  foregoing  factors,  none of the  subsidiaries  reached
"break-even"  revenues,  and net income  decreased  $1,103,000 for the six-month
period ended June 30, 1997 over the same period in 1996, and decreased  $845,292
for the three month period over the comparable period of the prior year.

                                       11

<PAGE>


Liquidity and Capital Resources.

     The Company has  historically  financed its growth and cash needs primarily
through borrowings, and the public and private sales of its securities.

     During the six months ended June 30,  1997,  operations  generated  all but
$204,000 of the cash needs of the Company.  An additonal  $162,000 was generated
through  borrowings  under the Nutek line of credit and term loan. This resulted
in a decrease in cash of $48,000.

     Working capital at June 30, 1997 was approximately  $2,500,000,  a decrease
of $700,000  from the previous  quarter.  This  decrease is due primarily to the
loss from operations arising as a result of the lower production levels.

     As of June 30, 1997,  Nutek had  borrowings  of $515,997  under its line of
credit which has a maximum of the lesser of $1,000,000 or the borrowing base (as
defined in the loan  agreement).  Dasibi renewed its line of credit with a bank,
which provides for borrowings of up to $200,000 through June 3, 1998. As of June
30, 1997, Dasibi had borrowed  $200,000 under this agreement,  $190,000 of which
was outstanding at July 30, 1997.

     The Company has no material commitments for capital expenditures as of June
30, 1996. The Company  believes it will be able to meet its current  obligations
with funds generated from operations and the existing credit  facilities  during
the next twelve months.

Inflation

     The Company  believes that  inflation has not had a material  impact on its
business.

Seasonality

     The Company does not believe that its business is seasonal.

                                       12

<PAGE>


                           PART II - OTHER INFORMATION

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


     (a) On June 18, 1997 the Company's Annual Meeting of Shareholders was held.
The  following  members  of the  Board of  Directors  were  re-elected  with the
following vote:

     Name                            Vote For                 Vote Withheld
     ----                            --------                 -------------

Albert E. Gosselin, Jr.              7,836,805                    396,636
Gary L. Dudley                       7,266,786                    966,655
Craig E. Gosselin                    7,254,600                    978,841
Barbara L. Gosselin                  7,264,594                    968,847
Marcia Smith                         7,268,700                    964,741
Barry Soltani                        7,263,725                    969,716

     No other matters were submitted to the shareholders.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     (a) Not applicable.

     (b) The  Company did not file any reports on Form 8-K during the six months
ended June 30, 1997.

                                       13

<PAGE>


                                   Signatures


In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.

                                            POLLUTION RESEARCH AND CONTROL CORP.
                                                      (Registrant)



Date:    August 13, 1997                    By: /s/ Albert E. Gosselin, Jr.
                                                --------------------------------
                                                Albert E. Gosselin, Jr.,
                                                President and
                                                Chief Executive Officer


Date:    August 13, 1997                    By:  /s/ Cynthia L. Gosselin
                                                 -------------------------------
                                                 Cynthia L. Gosselin,
                                                 Chief Financial Officer




                                       14