Page 1

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

(Mark One)
[X]   QUARTERLY   REPORT   PURSUANT  TO  SECTION  13  OR  15(d)  OF  THE
      SECURITIES EXCHANGE ACT OF 1934
      For the quarterly period ended JUNE 30, 1997

[  ]  TRANSITION   REPORT  PURSUANT  TO  SECTION  13  OR  15(d)  OF  THE
      SECURITIES EXCHANGE ACT OF 1934
      For the transition period from          to        .


                    Commission file number 0-14937 .

                        PMC INTERNATIONAL, INC.
   (Exact name of small business issuer as specified in its charter)

                    COLORADO                   84-0627374
        (State or other jurisdiction of       (IRS Employer
         incorporation or organization)    Identification No.)

          555 17th Street, 14th Floor, Denver, Colorado 80202
                (Address of principal executive offices)

                             (303) 292-1177
                      (Issuer's telephone number)

                             Not Applicable
 (Former name, former address and former fiscal year, if changed since
                              last report)

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  .

State the number of shares  outstanding of each of the issuer's  classes
of common equity, as of August 11, 1997.

       Common Stock $0.01 Par Value                 14,548,614
                   Class                         Number of Shares

Transitional Small Business Disclosure Format
                               Yes No X .
                        PMC INTERNATIONAL, INC.

                                 INDEX


PART I     Financial Information                       Page No.

Item 1     Financial Statements (Unaudited)

           Condensed Consolidated Balance Sheets            3
              June 30, 1997 and December 31, 1996

           Condensed Consolidated Statements of Income      5
              Three months ended June 30, 1997
               and June 30, 1996; Six months ended
               June 30, 1997 and June 30, 1996

           Condensed Consolidated Statements of Cash Flow   6
              Six months ended June 30, 1997
               and June 30, 1996

           Notes to Unaudited Condensed Consolidated Financial8
               Statements

Item 2     Managements Discussion and Analysis of         10
               Financial Condition and Results of
               Operations

PART II    Other Information

Item 1     Legal Proceedings                               14

Item 2     Changes in Securities                           15

Item 3     Defaults upon Senior Securities                 15

Item 4     Submission of Matter to a Vote of Security Holders15

Item 5     Other Information                               15

Item 6     Exhibits and Reports on Form 8-K                15

Signatures                                                 16




PART I.    FINANCIAL INFORMATION

ITEM 1     FINANCIAL STATEMENTS (Note 1)

                PMC INTERNATIONAL, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED BALANCE SHEETS


                                 ASSETS

                                    (Unaudited)
                                     June 30,        December 31,
                                       1997              1996

CURRENT ASSETS

   Cash and cash equivalents (Note 2)$ 3,109,724   $ 6,499,390
   Receivables
      Investment management fees     970,554           145,714
      Other receivables              140,494           160,483
   TOTAL                           4,220,772         6,805,587

FURNITURE AND EQUIPMENT, at cost,
   net of accumulated depreciation of
   $865,216 and $689,227 (Note 1)  1,252,174           936,234

SOFTWARE DEVELOPMENT, at cost,
   net of accumulated depreciation of
   $338,037 and $203,526 (Note 1)    493,872           511,123

PREPAID EXPENSES AND OTHER ASSETS    713,120           340,006

LONG TERM NOTE RECEIVABLE (Note 2)   564,946           570,494

   TOTAL ASSETS                  $ 7,244,884       $ 9,163,444





See notes to unaudited condensed consolidated financial statements

                PMC INTERNATIONAL, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED BALANCE SHEETS

                  LIABILITIES AND SHAREHOLDERS EQUITY


                                    (Unaudited)
                                     June 30,        December 31,
                                       1997              1996

LIABILITIES
   Accounts payable                $ 754,693         $ 839,095
   Accrued expenses                  511,481           535,520
   Other liabilities                 106,193           730,909
   Deferred revenue                  551,489           552,868
   Notes payable                      10,619            14,694
   Obligations under capital lease    369,682          219,821

   TOTAL LIABILITIES               2,304,157         2,892,907

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS EQUITY (Note 3)
   Preferred stock, no par value - authorized
      5,000,000 shares; issued and outstanding,
      138,182 shares and 175,897 shares345,455         439,742
   Common stock, $.01 par value - authorized
      50,000,000 shares; issued and outstanding,
      14,548,614 shares and 14,471,756 shares          366,664
365,876
   Additional paid-in capital     16,208,069        16,132,256
   Accumulated deficit           (11,979,461)      (10,667,337)

      TOTAL SHAREHOLDERS EQUITY   4,940,727         6,270,537

TOTAL LIABILITIES AND
   SHAREHOLDERS EQUITY          $ 7,244,884       $ 9,163,444




See notes to unaudited condensed consolidated financial statements.

                PMC INTERNATIONAL, INC. AND SUBSIDIARIES
              CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                              (Unaudited)

                             Three Months Ended       Six Months Ended
                                  June 30,                June 30,
REVENUE:
                               1997       1996            1997         1996

Investment managemen       $ 2,874,166 $ 2,514,498   $ 5,618,982 $ 4,920,522
   fees
Other income                   115,919      78,822       232,224     288,689

    Total revenue            2,990,085   2,593,320      5,851,206  5,209,211

EXPENSES:
  Investment manager         1,343,952   1,425,152    2,734,674    2,832,207
    and other fees
  Salaries and benefits      1,202,355     757,300    2,138,957    1,515,035
  Clearing charges             120,447     209,902      277,655      429,380
   and user fees
  Advertising and promotion    203,281     151,521      416,730      330,378
  General and administrative   293,941     191,074      585,049      378,410
  Software development costs    35,052      40,880       85,683       40,880
  Occupancy and equipment      331,509     296,093      607,754      539,546
    costs 
  Professional fees            185,228      98,126      300,708      209,436
  Interest                       8,197      71,957       16,121      116,587
  
    Total expenses           3,723,962   3,242,005     7,163,331   6,391,859

NET LOSS BEFORE
  INCOME TAXES          $ (733,877)    $ (648,685)  $ (1,312,125)$ (1,182,648)
INCOME TAXES                      -                  -                        
-                     -
NET LOSS                $ (733,877) $ (648,685)    $ (1,312,125)$ (1,182,648)

NET LOSS
  PER COMMON SHARE   $       (0.05)$       (0.13)  $       (0.09)$        (0.22)

WEIGHTED AVERAGE NUMBER
  OF COMMON SHARES
  OUTSTANDING                              14,522,692            
5,555,713          14,523,220           5,555,713

See notes to unaudited condensed consolidated financial statements.

                PMC INTERNATIONAL, INC. AND SUBSIDIARIES
             CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
                              (Unaudited)
                                                Six Months Ended
                                                    June 30,
                                               1997          1996
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss                             $ (1,312,125)$ (1,182,648)
   Adjustments to reconcile net loss to
       net cash used in operating activities:
   Accretion of discount on notes receivable (32,610)     (37,303)
   Depreciation and amortization             310,500      245,500
   Changes in operating assets and liabilities
      Investment management fees receivable (824,840)     (23,827)
      Other receivables                       19,989      (72,604)
      Prepaid expenses and other assets     (373,114)    (199,620)
      Accounts payable                       (84,402)    (649,745)
      Accrued expenses                       (24,039)     109,807
      Other liabilities                      (21,625)       6,403
      SEC Settlement Distribution           (603,091)           0
      Deferred revenues                       (1,379)      98,008

   Net cash used in operating activities  (2,946,736)  (1,706,029)

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchase of furniture & equipment        (335,274)    (202,555)
   Decrease of long-term note receivable     196,959      208,383
   Long term notes receivable PMC employees (142,093)           -
   Long term note receivable KP3, LLC        (31,689)           -
   Principle payment on note receivable       15,694            -
   Cost of software                         (106,336)    (120,603)
      net cash provided by (used in) investing activities(402,739)
(114,775)

CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from notes payable                     0    2,256,169
   Principal payments on notes payable        (4,075)      (3,955)
   Principal payments on obligations under capital lease  (62,991)
(22,765)
   Proceeds from exercise of stock options    26,875            0
      Net cash provided by financing activities  (40,191)  2,229,449

NET INCREASE (DECREASE) IN CASH           (3,389,666)     408,645

CASH, at beginning of period               6,499,390      313,885
CASH, at end of period                  $  3,109,724   $  722,530

See notes to unaudited condensed consolidated financial statements


SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

                                                Six Months Ended
                                                     June 30
                                               1997          1996

   Cash paid for interest                   $ 14,702     $ 26,013



SUPPLEMENTAL DISCLOSURE OF INVESTING ACTIVITIES:

   The Company incurred  additional  capital lease obligations
   during the six months ended June 30, 1997,  of $219,422 for
   computer equipment.



See notes to unaudited condensed consolidated financial statements.


                        PMC INTERNATIONAL, INC.
                            AND SUBSIDIARIES
 

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
            FOR THE SIX MONTHS ENDED JUNE 30, 1997 AND 1996

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" or the Company).  The stock  exchange was completed on September
30,  1993,  and as a result of this  transaction,  PMC is a wholly owned
subsidiary  of PMCI.  The stock  exchange  between  Schield  and PMC has
been  considered  a  reverse  acquisition  and  accounted  for under the
purchase  method of accounting.  Under reverse  acquisition  accounting,
PMC was considered  the acquirer 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.

Subsequently,  it  was  determined  that  due  to  the  nature  of  this
transaction,  goodwill should not have been recorded.  Accordingly,  the
balances of the additional  paid-in  capital and deficit at December 31,
1995, have been restated from amounts  previously  reported to reflect a
retroactive  charge of $350,000 to  additional  paid-in  capital for the
original  goodwill  recorded  and a credit of $52,513 to deficit for the
amortization  of such  goodwill to that date.  Of the amount  charged to
the deficit,  $23,340  (negligible  per share) is applicable to 1995 and
has  been  reflected  as  a  reduction  of  general  and  administrative
expenses  for that year,  the  balance  being  charged to the deficit at
December  31,  1994.  The  effect on the 1996  statement  of  operations
would be to reduce the net loss by $23,340 (negligible per share).

Summary of Accounting Policy

The accompanying  unaudited condensed  consolidated financial statements
include the historical accounts of PMC for all periods,  the accounts of
PMCI since  September  30, 1993,  and PBS and PTS since  inception,  and
have been  prepared in accordance  with  generally  accepted  accounting
principles for interim  financial  information and pursuant to the rules
and   regulations   of   the   Securities   and   Exchange   Commission.
Accordingly,  they do not include all of the  information  and footnotes
required  by  generally  accepted  accounting  principles  for  complete
financial  statements.  In the opinion of  management,  all  adjustments
(consisting of normal accruals and elimination of intercompany  accounts
and  transactions)  considered  necessary for a fair  presentation  have
been included.  The unaudited condensed  financial  statements should be
read in  conjunction  with the  consolidated  financial  statements  and
footnotes  thereto  included  in the  Company's Annual  Report  on Form
10-KSB for the year ended December 31, 1996.

NOTE 2 -  LONG TERM NOTE RECEIVABLE

In  January  1997,  KP3,  LLC,  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.  The  purpose of the loan was to finance  payment of the  deferred
portion  of the  purchase  price of  1,643,845  shares of the  Companys
common stock owned by the LLC that were  purchased from a former officer
of the Company at the time of his  departure.  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.  Effective  March 1997,  the  Company  loaned the LLC
$31,689.11  specifically  designated  to pay the  interest  on the  bank
loan.  The borrower  (KP3,  LLC) 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 its 1,643,845  shares of the
Companys common stock.
 
During January 1997, the Company authorized  financing of 154,690 shares
of the  Company's  common stock which had been  purchased and owned by a
number  of PMC  employees  as  part of a  private  sale  of  stock  by a
shareholder  of the  Company  in  1993.  This  purchase  was  originally
financed  through a bank loan which came due on December 31,  1996.  The
balloon  amount due at the expiration of the loan was  $142,093.43.  The
Company  paid off the prior bank loan and  financed  this amount for its
employees as notes  receivable,  collateralized by the underlying stock.
The Company is receiving  monthly  installments  in the amount of $3,435
collected  through  payroll  deductions.  These  notes  will  mature  on
December  31,  1999,  with  balloon  payments  of  $38,825.57  due  from
employees.

NOTE 3 -  SHAREHOLDERS' EQUITY

Common Stock/Preferred Stock 

During January 1997, certain shareholders  voluntarily  exchanged 37,715
shares of the  Company's  Series A Preferred  Stock and all  accumulated
dividends  thereon for 51,858 shares of common stock.  At June 30, 1997,
there were 138,182 shares of preferred stock  outstanding and cumulative
dividends in arrears thereon of $253,509.

Options

On  February  26,  1997,  the  Board of  Directors  granted  options  to
purchase  a total of 70,000  shares  of the  Company's  common  stock to
employees  at an exercise  price of $2.50 per share and which  expire in
six  years.  The  options  vest  20% on the  first  anniversary  of each
employees  date of hire with the  balance  vesting  in equal  successive
quarterly   installments  over  the  following  four  years,   provided,
however,  each  employee must be employed by the Company at the time any
vesting  would  occur.  The Board of Directors  also granted  options to
purchase  50,000 shares of common stock to Mr. Emmett Daly in connection
with his becoming a director of the Company on February  27,  1997.  The
options  vest at the rate of 20% at each such time as the average of the
bid and asked price of the common  stock  equals  $2.50,  $3.50,  $4.50,
$5.50 and $6.50  respectively,  for 20  consecutive  trading  days.  Mr.
Daly's  options  are  exercisable  at $2.50 per share and expire in five
years.

The Board of Directors  also granted  options to purchase  50,000 shares
of common stock to Mr.  Richard C. Hyde in connection  with his becoming
a  director  of the  Company on July 9, 1997.  The  options  vest at the
rate of 20% at each such time as the  average of the bid and asked price
of the common stock equals $1.968,  $2.968,  $3.968, $4.968, and $5.968,
respectively,  for 20  consecutive  trading days. Mr. Hyde's options are
exercisable at $1.968 per share and expire in five years.

In May 1997, a total of 25,000 stock options were  exercised to purchase
25,000  shares of common stock at the exercise  price of $1.00 per share
as to 20,000 options and $1.375 per share as to $5,000 options.

ITEM 2     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
           CONDITION AND RESULTS OF OPERATIONS.

General

PMC International,  Inc., together with its subsidiaries  (PMCI or 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  Companys   distribution  channels  depending  upon  the  size,
sophistication   and   requirements  of  the  investor.   The  Companys
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 fees
charged  to clients  based on a  percentage  of managed  assets and to a
lesser  extent on  consulting  fees for certain  advisory  services  and
licensing  fees from its software  products.  At the present  time,  the
principal  factors  affecting  the  Company's  revenues  are whether the
Company adds or loses customers 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 following  discussion relates to the Company's financial  statements
included in this  Quarterly  Report on Form 10-QSB for the quarter ended
June 30,  1997.  This  report  should  be read in  conjunction  with the
Company's financial statements and Management's  Discussion and Analysis
of  Financial  Condition  and  Results of  Operations  contained  in the
Company's  Annual Report on Form 10-KSB for the year ended  December 31,
1996 (the 1996  10-KSB)  as filed  with the  Securities  and  Exchange
Commission  (the  Commission).  Statements  which  are not  historical
facts contained in this Form 10-QSB are forward looking  statements that
involve  risks and  uncertainties  that could  cause  actual  results to
differ from  projected  results.  Without  limiting the  foregoing,  the
words  believes,  anticipates,  plans,  expects,  intends, and
similar   expressions   are   intended   to   identify   forward-looking
statements.   Factors  that  could  cause   actual   results  to  differ
materially  include the addition or loss of a  substantial  customer for
the Company's  investment  management and consulting  services,  general
economic  (specifically  market) conditions,  and other factors detailed
in the 1996 10-KSB.

During the second quarter of 1997, it was  determined  that the goodwill
recognized  by the  Company in  September  1993 in  connection  with the
Schield  Management  Company - PMC  exchange  of stock,  should not have
been  recognized.  The  Company  restated  the  balances  of  additional
paid-in  capital  and  deficit  at  December  31,  1995,  to  reflect  a
retroactive  charge of $350,000 to  additional  paid-in  capital for the
original  recorded  goodwill  and a credit of $52,513 to deficit for the
prior  amortization  of  the  goodwill.  See  Note  1 to  the  Unaudited
Financial Statements.

Results of Operations
Three Months  Ended June 30,  1997,  Compared to Three Months Ended June
30, 1996
      Gross  revenues  were  $2,990,000  for the quarter  ended June 30,
1997,  compared to $2,593,000 for the corresponding  quarter in 1996, an
increase of 15%.  Gross margin (Gross  Revenues  less direct  expenses
which  are   Investment   Manager  and  other  fees  of  $1,343,952  and
$1,425,152,  respectively),  also  referred  to as  gross  profit,  were
$1,646,048,  compared with $1,167,848 for the same three month period in
1996.  This difference  represents  growth of 31% over this same period.
The increase was  attributable  primarily to investment  management fees
for start up and  conversion  services  received from new relations with
institutional  channels  established  by the  Company  during  the first
quarter.   Future  revenues  related  to  these  new  relationships  are
expected to be based upon a percentage of assets under  management using
the Company's  products and services.  For  accounting  purposes,  total
revenue  includes  direct costs  incurred by the Company such as payment
of  independent  money  managers and  solicitors.  The greater growth of
gross  profit,  relative  to  revenue  is  primarily  a  result  of  the
Investment  management fees recognized by the Company in connection with
the new business  relationships  discussed  above.  This new business is
from distribution  channels that pay the Company only its net portion of
the  fees,  and  does not  include  the  fees  for  portfolio  managers,
solicitors,   brokerage  or  custody.   Historically,   the   Investment
management  fees paid to the Company  through  its primary  distribution
channels  included  fees  payable  for these  other  services.  When the
Company acts in the capacity of vendor,  consultant  or  sub-advisor  to
another entity that is either a registered  investment advisor or exempt
under the law,  the Company is likely to be paid only its portion of the
total client fee.  When the Company  acts in the capacity of  investment
advisor,  it is more  likely to collect the gross fee paid by the client
and then pay  investment  manager and  solicitor  fees.  The capacity of
the  Company,  in respect to a client  relationship,  may  significantly
impact the way in which revenue is explained.
      Expenses  Investment  manager and other fees (which are  primarily
a function  of the amount of assets  managed)  decreased  marginally  in
absolute   dollars  while   decreasing   relative  to  total  investment
management  fees  (also a  function  of the  amount of assets  managed),
primarily  because the revenues  related to the new  relationships  with
institutional  channels had no associated  investment  manager and other
fees during the quarter.
      Operating  expenses (total  expenses less  Investment  manager and
other  fees)  were  $2,380,000  for the  quarter  ended  June 30,  1997,
compared  to  $1,817,000  for the  corresponding  quarter  in  1996,  an
increase of $563,000  or 31%.  This  increase  was due  primarily  to an
increase in  salaries  and  benefits  of  $445,000 as the Company  added
staff to its marketing  and sales teams and  technology  and  operations
groups.  The balance of the increase  resulted  primarily from increased
general  and  administrative  expenses  and  advertising  and  promotion
expenses  corresponding to the Company's  increased staffing levels. The
increased  staff was added to support  the  expansion  of the  Company's
products and services,  the enhancements of its internal systems and the
servicing  of several new  distribution  channels and  customers.  Total
Company  employees at June 30, 1997, and 1996 were  approximately 73 and
45,  respectively.  Salaries  and  benefits  are  expected  to  increase
throughout  1997  relative to 1996  because of  increased  staffing  and
compensation levels.

Six Months  Ended June 30,  1997,  Compared to Six Months Ended June 30,
1996
      Revenues  Investment  management  fees  for the six  months  ended
June 30,  1997,  were  $5,619,000  compared to  $4,921,000  for the same
period in 1996.  The  increase of $698,000 or 15% was due  primarily  to
start up and conversion  services received from new  relationships  with
institutional   distribution   channels  established  during  the  first
quarter of 1997.  As discussed  earlier,  Gross Margin  (gross  revenues
less direct  expenses  which are Investment  manager and other fees of
$2,734,674   and   $2,832,207,   respectively),   were   $2,884,326  and
$2,088,793.  This  increase  represents  38% growth over the  comparable
period.  Other income for the six months ended June 30, 1997,  decreased
approximately 20% from $288,689 in 1996 to $232,224 in 1997.
      Expenses  Investment  manager  and other  fees for the six  months
ended June 30, 1997,  decreased 4% from $2,832,000 in 1996 to $2,735,000
in  1997,  primarily  due  to the  new  relationships  established  with
Institutional  Channels  having no  associated  investment  manager  and
other fees.
      General  and   administrative   salaries  and  benefits  increased
approximately  $624,000 to nearly  $2,139,000  for the six months  ended
June 30,  1997,  from  $1,515,000  for the  same  period  in  1996.  The
increase  was  due  primarily  to the  increased  staffing  requirements
associated with the  development of several new and  significant  client
relationships.  Total Company  employees at June 30, 1997, and 1996 were
approximately  73  and  45,  respectively.  Salaries  and  benefits  are
expected  to  increase  throughout  1997  relative  to 1996  because  of
increased  staffing and compensation  levels. New staff was added in the
areas of operations,  marketing, sales, software programming and systems
support.  General  and  administrative  expenses  increased  $206,639 to
$585,049 for the six months ended June 30, 1997,  from  $378,410 for the
same period in 1996.  The increase was due  primarily to cost related to
increased staffing.
      Clearing charges and user fees decreased  $151,725 to $277,655 for
the six months  ended June 30, 1997,  from  $429,380 for the same period
in 1996.  The decrease was due to the  implementation  of a new in-house
trading  software  system and  termination of the service bureau trading
software  previously  used. This conversion  resulted in cost savings of
approximately $150,000 for six months ended June 30, 1997.
      Advertising and promotion  expense  increased  $86,352 to $416,730
for the six  months  ended June 30,  1997,  from  $330,378  for the same
period  in 1996.  The  increase  was due  primarily  to  increased  cost
associated  with the  development  and support of the Company's many new
distribution channels. Increases included telecommunications,  printing,
reference  materials and  publications.  The Company also  increased its
expenses   for   marketing,   seminars,   and   conventions,   incurring
approximately  $162,000  in such  expenses  during the six months  ended
June 30, 1997, compared to approximately  $67,000 during the same period
in 1996.
      Software  development  costs increased  $44,803 to $85,683 for six
month  ended June 30,  1997,  from  $40,880 for the same period in 1996.
These costs  related  primarily  to the  Company's  implementation  of a
portfolio  accounting  system and the  customization  and maintenance of
the Company's proprietary  software.  The Company anticipates that costs
paid to outside vendors for portfolio  accounting services will decrease
upon  implementation  of this new portfolio  accounting  system and that
costs for software  development  for this purpose  will  decrease  after
this system has been  implemented.  The Company  will  continue to incur
software  development costs for the customization and maintenance of the
Company's  proprietary  products and in connection with the amortization
of software development costs previously capitalized by the Company.
      Interest expense decreased  $100,466 to $16,121 for the six months
ended June 30,  1997,  from  $116,587  for the same period in 1996.  The
decrease was due  primarily to the  repayment  of the  shareholder  note
payable in December  1996 (See note 6 of Notes to  Financial  Statements
of Form 10-KSB for 1996).
      Occupancy and  equipment  cost  increased  $68,208 to $607,754 for
the six months  ended June 30, 1997,  from  $539,546 for the same period
in  1996.  The  increased  costs  are  due  primarily  to the  increased
depreciation  cost of the  Company's  fixed  assets.  Professional  fees
increased  $91,272  to  $300,708  from the six  months  ended  1996 from
$209,436 for the same period in 1996.  The increase  was  primarily  due
to the  development  of new  client  arrangements,  sales and  marketing
agreements,  and the regulatory and compliance  issues  associated  with
these new relationships.


Liquidity and Capital Resources

Between December 31, 1996, and June 30, 1997,  working capital decreased
from  $3,913,000  to  $1,917,000.   This  $1,996,000  decrease  resulted
primarily from the use of cash to fund operating  losses.  Cash and cash
equivalents   decreased  from   $6,499,000  at  December  31,  1996,  to
$3,110,000  ($1,220,000 of which was  unrestricted) at June 30, 1997, as
other  liabilities  and accounts  payable  were  reduced  significantly.
Investment  management  fees  receivable  increased  $825,000 during the
period  primarily  as a result of the  accrual  of fees due from the new
customers discussed above.

In  January  1997,  the  Company  assisted  Kenneth  S.  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  1,643,845
shares of the  Company's  common stock owned by KP3 that were  purchased
from a former officer of the Company at the time of his  departure.  The
Company  has  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.   In  March  and  July  1997,   the  Company  lent
approximately  $32,000  (for a total of  $64,000)  to KP3 to service the
interest  payments  on the loan.  The total  amount of loans and pledges
of collateral authorized may not exceed $2.0 million.

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  (AM)
investment   advisory   software  for  use  by  professional   financial
consultants and expects having  continuing costs in 1997 relating to the
development  of its internal  operating  systems and to the  development
and  enhancement  of  its  AM  software.  As  a  result  of  later  than
projected  roll-out of the product,  assets under management  within the
AM programs have grown at a rate slower than anticipated.

In seeking to capture  greater market share,  the Company has introduced
restructured  and unbundled  pricing which allows  clients to select and
purchase only the services they want.  In some  instances  this strategy
may result in lower  pricing for some of its  services in certain of its
distribution   channels.   In  other   instances  the  Company  will  be
providing  fewer services than  contemplated  in its bundled  structure,
thus  lowering the  Company's  costs  relative to servicing a particular
client.  The Company may make additional  adjustments in the future.  As
a result of the  restructured  pricing,  which allows  clients to select
and  purchase  only the  specific  services  they  want on an  unbundled
basis,  gross  revenues as a percentage of assets under  management  may
decrease.

On July 25, 1997,  the Company  entered  into a definitive  agreement to
acquire all of the outstanding  shares of privately held ADAM Investment
Services,  Inc. (ADAM) of Atlanta,  Georgia.  Pursuant to the terms of
the  transaction,  PMCI  will  pay  the  shareholders  of  ADAM up to $9
million over two years for the  acquisition.  Depending on the amount of
ADAM  assets  under  management,  the  Company  will pay either $4 or $5
million as the initial  purchase  price at closing.  The  acquisition is
subject to PMCI  raising  sufficient  funds to pay the initial  purchase
price, along with other customary  conditions.  The Company has retained
an  investment  banking  firm to assist it in  raising  between $6 to $8
million of capital for the  acquisition.  Management  believes  that the
acquisition  of ADAM will permit it to expand its presence in the mutual
fund marketplace where,  through the development of Allocation Manager,
the Company has already  demonstrated a strategic interest.  The Company
and  ADAM  have  similar  target   clients,   overlapping   distribution
networks,   complementary  products  and  materially  duplicate  expense
structures.  The Company  believes it can benefit from the  economics of
scale  from  the  integration  of  ADAM  and  PMC's  infrastructure  and
business.

In connection  with the Company's  relationship  with Charles Schwab and
Co.,  Inc.,  the  Company  is  considering  expanding  the  scope of its
capital   commitment  to  its  wholly-owned   broker/dealer,   Portfolio
Brokerage  Services,  Inc.  (PBS).  The Company may enter into a prime
brokerage  arrangement  with Schwab to facilitate  the  consummation  of
certain  brokerage   transactions  initiated  by  independent  portfolio
managers  for the  benefit of mutual  clients of the Company and Schwab.
Prime  brokerage  would  allow  PBS to act as an  executing  broker  for
certain  transactions  involving securities for clients in the Company's
managed account  program which utilize Schwab  brokerage  services.  PBS
would be required to have a much  higher  level of net capital  than its
current  requirement of $100,000 if it were to act as prime broker.  The
Company is considering  various options to meet PBS's additional capital
requirements  which  could  include  additional  funding  as part of the
capital raised for the ADAM acquisition.

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.  While the Company
believes that it has  sufficient  capital  resources to meet its ongoing
funding  requirements,  until it  products  and  services  can  generate
sufficient  revenues to offset costs, 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 or that
the Company will become profitable in the future.


PART II. OTHER INFORMATION

ITEM 1   LEGAL PROCEEDINGS

In early June 1997,  the  Company  received  a letter  from an  attorney
representing a former employee which threatened  litigation  relating to
a dispute  over  such  former  employee's  remuneration  by the  Company
unless the Company  agreed to settle with him by a specified  date.  The
former  employee  alleged  damages  totaling  $645,000.  The Company has
responded  to the letter and stated  its  position  that no amounts  are
owed.  No  further  communications  have been  received  from the former
employee or his  attorney  in  connection  with the matter.  The Company
believes  that the claims  described in the letter are without basis and
intends to defend the matter vigorously if any proceeding is commenced.

ITEM 2   CHANGES IN SECURITIES

During  January  1997,   certain  holders  of  the  Company's  Series  A
Preferred  Stock  voluntarily  exchanged  a total  of  37,715  preferred
shares  and all  accumulated  dividends  thereon  for a total of  51,858
shares  of  restricted   common   stock.   The   shareholders   received
registration  rights in  connection  with the  restricted  common  stock
received.  In connection with the  transactions,  the Company claimed an
exemption  from the  registration  requirements  of the  Securities  Act
under Section 3(a)(9) of the Securities Act.

ITEM 3   DEFAULTS UPON SENIOR SECURITIES

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  commencing  July
15,  1991.  A preferred  dividend  became  payable on January 15,  1997,
which  was not  declared  or  paid.  As of  June  30,  1997,  cumulative
dividends in arrears were $253,509.

ITEM 4   SUBMISSION OF MATTER TO A VOTE OF SECURITY HOLDERS

          Not applicable.

ITEM 5   OTHER INFORMATION

          Not applicable.

ITEM 6   EXHIBITS AND REPORTS ON FORM 8-K

      A.   Number    Exhibit        Page Number

           (27) Financial Data Schedule   16

      B.   No Reports on Form 8-K were filed by the Company during the
first quarter.

                PMC INTERNATIONAL, INC. AND SUBSIDIARIES

SIGNATURES

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

                                PMC INTERNATIONAL, INC.
                                REGISTRANT



Date:  August 14, 1997              /S/      Kenneth S. Phillips        
                                Kenneth S. Phillips
                                President, Chief Executive Officer



Date:  August 14, 1997              /S/      Vali Nasr             
               
                                Vali Nasr
                                                         Chief
Financial Officer