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

(Mark One)
[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 For the quarterly period ended MARCH 31, 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 May 11, 1997.

Common Stock $0.01 Par Value                    14,543,614
           Class                             Number of Shares

Transitional Small Business Disclosure Format
Yes        No   X
<PAGE>
                    PMC INTERNATIONAL, INC. AND SUBSIDIARIES

                                FORM 10-QSB/A
                                INTRODUCTION
PMC International, Inc., (the "Company") hereby amends its Quarterly Report on
Form 10-QSB for the three months ended March 31, 1997, by deleting its 
responses to Part I, Items 1 and 2, contained in its original filing and
replacing such sections with the following:


<PAGE>
                    PMC INTERNATIONAL, INC. AND SUBSIDIARIES

PART I.         FINANCIAL INFORMATION

ITEM 1          FINANCIAL STATEMENTS (Note 1)

                    PMC INTERNATIONAL, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
                                     ASSETS
<CAPTION>
                                                                  (Unaudited)
                                                                   March 31,                       December 31,
                                                                       1997                              1996
<S>                                                                      <C>                            <C>
CURRENT ASSETS

     Cash and cash equivalents (See Note 2)                       $ 4,450,485                    $ 6,499,390
     Receivables
        Investment management fees                                    540,904                        145,714
        Other receivables                                             124,375                        160,483
                                                                   ----------                    -----------
     TOTAL                                                          5,115,764                      6,805,587

FURNITURE AND EQUIPMENT, at cost,
     net of accumulated depreciation of
     $770,490 and $689,227                                            997,483                        936,234

SOFTWARE DEVELOPMENT, at cost,
     net of accumulated depreciation of
     $267,763 and $203,526                                            508,068                        511,123

PREPAID EXPENSES AND OTHER ASSETS                                     417,446                        340,006

LONG TERM NOTE RECEIVABLE (Note 2)                                    654,624                        570,494
                                                                    ---------                     ----------

     TOTAL ASSETS                                                 $ 7,693,385                    $ 9,163,444
                                                                    =========                      =========
<FN>

See notes to unaudited condensed consolidated financial statements
</FN>
</TABLE>
<PAGE>

<TABLE>
                    PMC INTERNATIONAL, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS

                      LIABILITIES AND SHAREHOLDERS' EQUITY
<CAPTION>
                                     (Unaudited)
                                       March 31,                   December 31,
                                         1997                           1996
<S>                                       <C>                            <C>
LIABILITIES
     Accounts payable                 $ 625,838                      $ 839,095
     Accrued expenses                   538,662                        535,520
     Other liabilities                  123,327                        730,909
     Deferred revenue                   535,781                        552,868
     Notes payable                       12,738                         14,694
     Obligations under capital lease    209,312                        219,821
                                     ----------                    -----------

     TOTAL LIABILITIES                2,045,658                      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 shares
                                        345,455                        439,742
  Common stock, $.01 par value - 
    authorized 50,000,000 shares; 
     issued and outstanding,
     14,523,614 shares
     and 14,471,756 shares               366,395                       365,876
  Additional paid-in capital          16,181,462                    16,132,256
  Accumulated deficit                (11,245,585)                  (10,667,337)
                                    ------------                   ------------

        TOTAL SHAREHOLDERS' EQUITY    5,647,727                      6,270,537
                                      ---------                      ---------

TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY                 $ 7,693,385                   $ 9,163,444
                                      ==========                     ==========>
<FN>
See notes to unaudited condensed consolidated financial statements.
</FN>
</TABLE>
<PAGE>

<TABLE>
                    PMC INTERNATIONAL, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                             MARCH 31, 1997 AND 1996
                                   (Unaudited)
<CAPTION>

                                                  Three Months Ended
                                                      March 31,
                                          1997                      1996
    <S>                                    <C>                       <C>

                                    -----------------         ----------------
    REVENUE:
      Investment management fees       $    2,744,816           $    2,406,024
      Trading income                           10,913                   30,556
      Other income                            105,392                  179,311
                                   ------------------         ----------------
            Total revenue                   2,861,121                2,615,891

    EXPENSES:
      Investment manager and other fees $   1,390,722           $    1,407,055
      Salaries and benefits                   936,601                  757,735
      Clearing charges and user fees          157,207                  219,478
      Advertising and promotion               213,449                  178,857
      General and administrative              293,199                  226,132
      Software development costs               50,630                        0
      Occupancy and equipment costs           282,080                  249,287
      Professional fees                       115,481                  111,310
                                   ------------------         ----------------
            Total expenses                  3,439,369                3,149,854

    NET LOSS                            $    (578,248)           $    (533,963)
                                   ==================         ================

    NET LOSS PER COMMON SHARE                   $(.04)                   $(.11)
                                   ==================         ================

    WEIGHTED AVERAGE  NUMBER OF
        SHARES  OUTSTANDING                14,511,099                5,555,711
                                   ==================         ================
</TABLE>
<PAGE>
<TABLE>
                    PMC INTERNATIONAL, INC. AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
                                   (Unaudited)
<CAPTION>
                                                                                       Three Months Ended
                                                                                            March 31
                                                                                 1997                        1996
                                                                                 ----                        ----
<S>                                                                         <C>                         <C>    
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss                                                               $ (578,248)                  $ (533,963)     
Adjustments to reconcile net loss to
         net cash used in operating activities:
     Accretion of discount on notes receivable                                 (19,234)                     (21,616)
     Depreciation and amortization                                             145,500                      115,000
     Changes in operating assets and liabilities
        Investment management fees receivable                                 (395,190)                     (25,787)
        Other receivables                                                       36,108                      (95,170)
        Prepaid expenses and other assets                                      (77,440)                    (121,438)
        Accounts payable                                                      (213,257)                     149,015
        Accrued expenses                                                         3,142                       36,617
        Other liabilities                                                       (4,491)                       2,474
        SEC Settlement Distribution                                           (603,091)                           0
        Deferred revenues                                                      (17,087)                      74,439
                                                                             ----------                     -------

     Net cash used in operating activities                                  (1,723,288)                    (420,429)
                                                                            -----------                    ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchase of furniture, equipment                                                                
        and software development                                              (172,661)                     (83,547)
     Decrease of long-term note receivable                                     100,283                      118,036
     Long term notes receivable PMC employees                                 (142,093)                           -
     Long term note receivable KP3, LLC                                        (31,689)                           -
     Principal payments on note receivable                                       8,603                            -
     Cost of software                                                          (61,182)                    (122,010)
                                                                              ---------                    ---------
 Net cash provided by (used in) investing activities                          (298,739)                     (87,521)

CASH FLOW FROM FINANCING ACTIVITIES:
     Proceeds from notes payable                                                     0                      298,669
     Principal payments on notes payable                                        (1,956)                      (2,019)
     Principal payments on obligations under capital lease                     (24,922)                     (10,516)
                                                                            -----------                  -----------

        Net cash provided by financing activities                              (26,878)                     286,134
                                                                            -----------                  ----------

NET INCREASE (DECREASE) IN CASH                                             (2,048,905)                    (221,816)

CASH, at beginning of period                                                 6,499,390                      313,885
                                                                            ----------                      -------
CASH, at end of period                                                      $4,450,485                     $ 92,069

<FN>
See notes to unaudited condensed consolidated financial statements.
</FN>
</TABLE>
<PAGE>


                    PMC INTERNATIONAL, INC. AND SUBSIDIARIES
<TABLE>
                SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

<CAPTION>
                                                                                        Three Months Ended
                                                                                             March 31
                                                                                1997                         1996
                                                                                ----                          ----
     <S>                                                                       <C>                          <C>

     Cash paid for interest                                                    $ 7,060                      $ 3,672
     NONCASH INVESTING AND FINANCING ACTIVITIES:
     Purchase of equipment via capital lease obligation                         20,983                       90,199
     Conversion of preferred stock to common stock                              94,287                            -
     Conversion of note payable to common stock                                      -                            -
                 
</TABLE>
See accompanying notes to financial statements.
<PAGE>

                    PMC INTERNATIONAL, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   THREE MONTHS ENDED MARCH 31, 1997 AND 1996


NOTE 1 -    

ORGANIZATION

On September 23, 1993, the shareholders of Schield Management Company 
("Schield") approved an exchange of common stock of Schield for all 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 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 good will.

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 informtion 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 Company's 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 have granted the Company a security  
interest in the 1,643,845  shares of the  Company's common stock held by it.

During January 1997, the Company authorized financing of 154,690 shares
of PMCI'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.  PMCI paid off the prior bank loan and financed this amount for
its employees as notes receivable,  collateralized by the underlying stock. PMCI
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.
<PAGE>
                    PMC INTERNATIONAL, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   THREE MONTHS ENDED MARCH 31, 1997 AND 1996
                                   (continued)

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 March 31, 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.  The options are exercisable at $2.50 per share and
expire in five years.
<PAGE>
                    PMC INTERNATIONAL, INC. AND SUBSIDIARIES

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

General

PMC  International,   Inc.  (the  "Company")  develops,   markets,  and  manages
sophisticated  investment management products and services.  Not a money manager
itself,  the Company's  products and services  facilitate  the selection  and/or
monitoring of  unaffiliated  money managers or mutual funds for customers of the
Company's  distribution  channels  depending upon the size,  sophistication  and
requirements  of the  investor.  The  Company's  products and  services  address
investment  suitability and diversification,  asset allocation  recommendations,
portfolio  modeling and  rebalancing,  comprehensive  accounting  and  portfolio
performance  reporting.  The Company's  revenues are realized primarily from 
fees charged 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 March 31, 1997.
This report should be read in conjunction with the Company's financial 
statements and Management's Discussion 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.

Results of Operations

Revenues for the first  quarter of 1997 were  $2,861,000  compared to $2,616,000
for the  corresponding  quarter in 1996,  an increase of 9.4%.  The increase was
attributable primarily to investment  management fees received from new
relationships established by the Company during the first quarter.  These fees 
are in compensation for start up and conversion services performed by the
Company during the quarter ended March 31, 1997.  Future revenues related to 
these new relationships are expected to be derived as a percentage of assets
under management.

Operating  expenses  (which are total expenses less investment management and
other fees) were $2,049,000 for the quarter ended March 31, 1997 compared to
$1,743,000 for the corresponding quarter in 1996, an increase of $306,000 or 
17.6%.  This increase was due primarily to an increase in salaries and  
benefits of  $179,000 as the Company added staff to its marketing and sales 
teams and technology and operations groups.  The increased staff is to support 
the expansion of the Company's products and services, the enhancement of its
internal  systems  and the servicing of new distribution channels and 
customers.  Total Company employees at March 31, 1997 and 1996 were 61 and 
43, respectively.  Salaries and benefits are expected to increase throughout
1997 relative to 1996 because of increased staffing and compensation levels.
The Company employed 73 persons at May 15, 1997.  Future revenues related to 
these new relationships are expected to be derived as a percentage of assets
under management.  

Investment  manager and other fees (which are primarily a function of the 
amount of assets managed) decreased marginally in absolute dollars by 7% 
relative to investment management fees (also a function of the amount of
assets managed) primarily because the revenues related to the new customer
relationships described above had no associated investment manager and other
fees during the first quarter.

Liquidity and Capital Resources

Between December 31, 1996 and March 31, 1997, working capital decreased from
$3,913,000 to $3,070,000.  This $843,000 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 $4,450,000 ($1,890,000 of which was 
unrestricted) at March 31, 1997, as other liabilities and accounts payable 
were reduced significantly.  Investment management fees receivable increased 
$395,000 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 Pres-
ident 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 owed 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 1997, the Company lent $32,000 to KP3 to service the interest
payments on the loan.  The total amount of loans and pledges of collateral
authorized does 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 (TM) ("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 it AM software.
To date, 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 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 fo 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.  While the Company believes that it has sufficient capital
resources to meet its ongoing funding requirements, until its 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.


<PAGE>
                    PMC INTERNATIONAL, INC. AND SUBSIDIARIES

PART II.        OTHER INFORMATION

ITEM 1          LEGAL PROCEEDINGS

The Company is not a party to any pending legal proceedings.

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 3a-9 of the Securities Act.

ITEM 4          SUBMISSION OF MATTER TO A VOTE OF SECURITY HOLDERS
                --------------------------------------------------

                Not applicable.

ITEM 5          OTHER INFORMATION

                Not applicable.

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 March 31,
1997, cumulative dividends in arrears were $253,509.

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.
<PAGE>
                    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:  November 3, 1997     /S/ Kenneth S. Phillips
                             ----------------------------
                             Kenneth S. Phillips
                             President, Chief Executive Officer



Date:  November 3, 1997     /S/  Vali Nasr
                             -----------------------------
                             Vali Nasr
                             Chief Financial Officer
<PAGE>