U. S. SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, D.C. 20549
                          FORM 10-QSB\A-2

(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

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             PMC INTERNATIONAL, INC. AND SUBSIDIARIES

                           FORM 10-QSB\A

                           Introduction

PMC International, Inc. (the "Company" or the "Registrant")
hereby amends its Quarterly Report on Form 10-QSB, as amended,
for the three months ended March 31, 1997 by deleting its
responses to Part I, Item 2 contained in its amended filing and
replacing such section with the following:

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             PMC INTERNATIONAL, INC. AND SUBSIDIARIES

PART I.  FINANCIAL INFORMATION

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

      The March 31, 1997 Form  10-QSB/A-2  (which  amends the March
31, 1997 Form 10-QSB,  as amended)  represents the first  quarterly
report  after the Form 10-KSB and Form  10-KSB/A for the year ended
December  31,  1996.  The  10-QSB/A-2  should be read in  conjunction
with the  aforementioned  documents,  and  represents  a comparison
between  the quarter  ended  March 31,  1997 and the quarter  ended
March 31, 1996.

      The  following   discussion  provides  information  that  the
Company  believes is relevant to an  assessment  and  understanding
of its  results  of  operations.  It should be read in  conjunction
with  the  Financial   Statements  and  Notes  included   elsewhere
herein.  This  discussion  contains  "forward  looking  statements"
within  the  meaning  of the  federal  securities  laws,  including
statements  regarding  opportunities  for growth from  expanded use
of existing  distribution  channels  and  expanded  use by existing
distribution  channels of the  Company's  products and services and
similar  expressions  concerning  matters  that are not  historical
facts.  These  statements  are  subject to risks and  uncertainties
that  could  cause   results  to  differ   materially   from  those
expressed in the statements.

General

      The Company  develops,  markets,  and  manages  sophisticated
investment  management  products and services.  Not a money manager
itself,  the Company  provides  products and services to facilitate
the selection and/or  monitoring of unaffiliated  money managers or
mutual funds for customers of the Company's  distribution  channels
depending upon the size,  sophistication  and  requirements of such
customers.    The   Company's   products   and   services   address
investment   suitability  and  diversification,   asset  allocation
recommendations,     portfolio     modeling    and     rebalancing,
comprehensive   accounting  and  portfolio  performance  reporting.
The  Company's  revenues are realized  primarily  from fees charged
to  clients  based  on a  percentage  of  managed  assets  and to a
lesser extent from  consulting fees for certain  advisory  services
and  licensing  fees from its  software  products.  Fees based upon
managed  assets  typically  range  from 20 to 250 basis  points per
year,  based upon a number of  factors  such as the size of account
and  scope  of  services   provided.   At  the  present  time,  the
principal  factors  affecting  the  Company's  revenues are whether
the Company  adds or loses  clients for its  investment  management
services,  the performance of equity and fixed income markets,  and
the type and size of  accounts  managed by the  Company and related
differences in fees charged.

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             PMC INTERNATIONAL, INC. AND SUBSIDIARIES

Results of Operations

Three  Months  Ended March 31, 1997  Compared to Three Months Ended
March 31, 1996

      Revenues.  Revenues  were  $2,861,000  for the quarter  ended
March  31,  1997  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 for start up
and  conversion  services  received  from  new  relationships  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.

      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 first quarter.

      Operating  expenses (total  expenses less investment  manager
and other fees) were  $2,048,000  for the  quarter  ended March 31,
1997  compared  to  $1,743,000  for the  corresponding  quarter  in
1996,  an  increase of $305,000  or 17.5%.  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  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  new  distribution  channels  and  customers.   Total
Company  employees  at March 31,  1997 and 1996 were  approximately
65 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
approximately 73 persons at June 19, 1997.

Liquidity and Capital Resources

      The  Company's   operating  losses  incurred  over  the  last
several  years  resulted  in  the  need  for  significant  funding.
During the first three  quarters of 1996,  the Company  borrowed an
aggregate  of  $1.8  million   from   Bedford   Capital   Financial
Corporation  ("Bedford")  and received an  additional  $1.0 million
from the private  placement of debt  securities.  These  financings
were in addition  to $1.2  million  borrowed  by the  Company  from
Bedford in July 1995 and  $482,500  received  by the  Company  from
the private  placement  of debt  securities  in late 1995 and early
1996.  In  November  1996,  the  Company   borrowed  an  additional
$250,000 as bridge  financing  to fund working  capital  shortfalls
through the  completion  of a private  placement  of Common  Stock.
The loans from  Bedford,  the  private  placements,  and the bridge
financing  each  involved  the  issuance  of  warrants  to purchase
Common Stock.

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             PMC INTERNATIONAL, INC. AND SUBSIDIARIES

      Private  Placement  and  Restructuring.  In December 1996 the
Company  completed  a  private  placement  of  5,177,000  shares of
Common  Stock at a price of  $2.125  per  share.  Also in  December
1996,  the  Company  completed  a  restructuring  of its debt and a
partial  restructuring  of its  outstanding  Preferred  Stock.  The
restructuring   involved   (i) the   payment  of  all   outstanding
interest  on  the  Bedford  loans,  the  repayment  to  Bedford  of
$1,976,250  of  outstanding  principal  on the Bedford  loans,  the
exercise by Bedford of warrants  to  purchase  1,023,750  shares of
Common  Stock and the  delivery by Bedford of  canceled  promissory
notes in the amount of $1,023,750 in  satisfaction  of the exercise
price of the  warrants,  the  cancellation  of Bedford's  remaining
warrants,  and the  issuance to Bedford of new warrants to purchase
up to  150,000  shares  of  Common  Stock at an  exercise  price of
$2.125 per share;  (ii) the  issuance of 1,500,000 shares of Common
Stock  upon  the  exercise  of  warrants  issued  to  investors  in
connection  with the  Company's  private  placement  of  promissory
notes and  warrants  in  December  1995/January  1996 and  May/June
1996  and  the  delivery  of  canceled   promissory  notes  in  the
aggregate  principal  amount of $1,500,000 in  satisfaction  of the
exercise  price of such  warrants,  payment  by the  Company of all
interest  accrued on such notes as of the  exercise  date,  and the
issuance  of  new  warrants  to  purchase  an  aggregate  of  up to
150,000  shares  of  Common  Stock  to  such  investors;  (iii) the
repayment   of  the  November   1996  bridge  loan,   and  (iv) the
conversion  of  173,120  shares of  Preferred  Stock  into  238,043
shares of Common  Stock,  resulting in a reduction in the Company's
cumulative  dividend  obligation to the holders of Preferred  Stock
from  $583,576  as  of  September  30,  1996,  to  $322,700  as  of
December  31,  1996.  The   conversion  of  additional   shares  of
Preferred Stock into Common Stock was effected in January 1997.

      As a result of the private placement and  restructuring,  the
Company's   shareholders'   equity   increased  from  a  $3,773,535
deficit at September  30, 1996 to  $6,270,537  at December 31, 1996
and  cash   increased  from  $701,160  at  September  30,  1996  to
$6,499,000   at  December  31,  1996.   Through   March  31,  1997,
approximately  $1.9  million of the net proceeds was pledged by the
Company  as  collateral  for a loan  made  to a  limited  liability
company  owned and  controlled  by the  Company's  Chief  Executive
Officer,  approximately  $0.1  million was loaned to  employees  of
the Company to permit them to refinance  certain  loans  originally
used  by  them  to  acquire  certain   outstanding  shares  of  the
Company's  common  stock,  approximately  $1.8  million was used to
pay aged  accounts  payable  of the  Company in late 1996 and early
1997  and   approximately   $1.2  million  was  used  to  fund  the
Company's   other   working   capital   and   capital   expenditure
requirements   during  the  first  quarter  of  1997.  The  Company
anticipates  that the  balance  of the  proceeds  from the  private
placement  will be used for its working  capital  requirements  for
the second  quarter of 1997 and  thereafter  and for future capital
investments by the Company.

      Most of the  Company's  ongoing  losses and  additional  cash
flow  requirements  relate to its addition of staff and  incurrence
of  capital   expenditures  in  anticipation  of  establishing  new
distribution  relationships.  The  Company  recognizes  that  there
generally is a  substantial  delay between when costs such as these
are incurred and when the related  revenues are  recognized.  While
there  can be no  assurance  such  will be the  case,  the  Company
anticipates  that its use of cash will  increase  marginally in the
second quarter before  decreasing in the third and fourth  quarters
of   1997  as  cash  is   received   from   any  new   distribution
relationships   that  are  established.   

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             PMC INTERNATIONAL, INC. AND SUBSIDIARIES

Future  cash needs will depend largely  upon  the Company's success
in  developing new customer relationships that result in  increased  
assets  managed using the Company's products and services.

      Uses of Cash.  Between  December  31,  1996,  and  March  31,
1997,  cash and  cash  equivalents  decreased  from  $6,499,000  at
December  31,  1996  to   $4,450,000   ($2,256,000   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
relationships being established with Institutional Channels.

      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, a limited  liability
company  ("KP3"),  the  members  of which  are Mr.  Phillips  and a
custodian  for Mr.  Phillips'  son.  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 Mr.  Marc  Geman,  a former
officer of the Company,  at the time he terminated his  association
with the  Company.  The Company  agreed to provide  collateral  for
the loan for up to two  years and to lend  funds to KP3 to  service
interest  payments on the loan during that  period.  In March 1997,
the Company  lent  $32,000 to KP3 to service  interest  payments on
the loan.  The total  amount of loans  and  pledges  of  collateral
authorized  may  not  exceed  $2.0  million.   The  pledge  by  the
Company of collateral for the loan  permitted the deferred  portion
of the purchase  price of the Company's  Common Stock to be paid to
Mr.  Geman,  thereby  eliminating  the  possibility  that Mr. Geman
could reacquire a substantial stock ownership in the Company.

      In January  1997,  the Company also  assisted  certain of its
employees,  including one of its officers,  by making loans to such
employees to refinance  certain loans  originally  obtained by such
employees   to  acquire   Common   Stock  of  the  Company  from  a
stockholder   in  a  private  sale.  The  purchase  was  originally
financed  through  a bank  loan  which  came  due on  December  31,
1996.   The   loans   by  the   Company   to  its   employees   are
collateralized  by the stock originally  acquired.  Of the $142,093
loaned, a total of $46,300 was made to an officer of the Company.

      Capitalized  Software  Development  Costs.  The  Company  has
incurred  significant  costs  during  the  past  several  years  in
developing   internal   operational   systems  and  in  developing,
marketing  and  supporting  its  proprietary   Allocation  Manager(TM)
investment  advisory  software  for use by  professional  financial
consultants and expects to have  continuing  costs in 1997 relating
to the  enhancement  of  Allocation  Manager(TM).  Most  of the  costs
incurred to establish the  technological  feasibility of Allocation
Manager(TM) were borne by unrelated  individuals  prior to the product
being   introduced   to   the   Company.   The   Company   incurred
approximately  $50,000 in research and  development  costs relating
to   Allocation   Manager(TM)   that  were   expensed  in  1995.   All
subsequent  costs  incurred  that  were  directly  related  to  the
development   of  the  software  were   capitalized.   The  Company
currently  intends to capitalize  all similar costs incurred in the
future.  Capitalized  costs are  amortized  over the economic  life
of the  software,  which  in this  case is three 

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             PMC INTERNATIONAL, INC. AND SUBSIDIARIES

years. It is the Company's policy to amortize and evaluate software
for net realizable value on a product-by-product basis. The software 
became  available  for sale during 1996,  and the Company  plans to
generate  revenues from this  product primarily   from a continuing 
fee  based  upon assets  under  management of the end  users of the
software  and,  to a lesser  extent,  license  fees,  customization
fees and annual  maintenance  fees. The  capitalization of computer
software  costs ceased when the product was  available  for general
release to  customers.  Subsequent  cost  incurred  to enhance  and
redesign  existing  software  products  are  capitalized  and  such
capitalization  ceases  when the  enhanced or  redesigned  products
are  released.  Costs  of  maintenance  and  customer  support  are
charged to expense  when the  related  revenue  is  recognized,  or
when those costs are incurred, whichever occurs first.

      The Company has also  capitalized  the  acquisition  costs of
software  acquired  from  third  parties  in  connection  with  the
development of its internal systems.

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

      The Company  anticipates  that it will continue to experience
operating   losses  until  such  time,   if  ever,   as  investment
management  fees from  managed  assets and  consulting  and license
fees  increase  sufficiently  to  cover  the  Company's  increasing
operating  expenses.   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.

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             PMC INTERNATIONAL, INC. AND SUBSIDIARIES

                            SIGNATURES

Pursuant to the  requirements  of the Exchange Act, the  registrant
has caused this  Amendment  Number 2 to Form 10-QSB to be signed on
its behalf by the undersigned thereunto duly authorized.

                            PMC INTERNATIONAL, INC.
                            REGISTRANT



Date:  November 14, 1997   \s\__________________________
                                Kenneth S. Phillips
                                President, Chief Executive Officer



Date:  November 14, 1997   \s\__________________________
                                Vali Nasr
                                Chief Financial Officer

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