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 MARCH 31, 1998

[  ]  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
          -----     -----

As of May 13, 1998,  the issuer had  outstanding  4,857,803  shares
of Common Stocks, par value $.01 per share.

Transitional Small Business Disclosure Format
Yes       No   X
    -----    -----
                                  Page 1 of 18
                            Exhibits Begin on Page 16

<PAGE>

             PMC INTERNATIONAL, INC. AND SUBSIDIARIES

                            FORM 10-QSB
                               INDEX

                                                  Page  #
PART I     Financial Information

    Item 1 Financial Statements (Unaudited)             3

           Condensed Consolidated Balance Sheets        3
           - March 31, 1998 & December 31, 1997

           Consolidated Statements of Income            5
           - Three months ended 
             March 31, 1998 & March 31, 1997

           Condensed Consolidated Statements            6 
           of Cash Flow
           - Three months ended 
             March 31, 1998 & March 31, 1997

           Notes to Unaudited Condensed
           Consolidated Financial Statements            7

    Item 2 Management's Discussion & Analysis           9
           of Financial Condition & Results 
           of Operations                      

PART II    Other Information

    Item 1 Legal Proceedings                           13

    Item 6 Exhibits & Reports on Form 8-K              14

Signatures                                             15

Exhibit Index                                          16

                                  Page 2 of 18
<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


                          ASSETS

                                      (Unaudited)
                                         March       December
                                          31,           31,
                                         1998          1997
                                         ----          ----
CASH AND CASH EQUIVALENTS (Note 2)    $2,068,106     $2,953,740
RECEIVABLES:
       Investment management fees      1,013,533      1,041,390
       Other receivables                 140,222        166,221

FURNITURE AND EQUIPMENT, at cost,
    net of accumulated depreciation
    of $1,198,974 and $1,277,801         842,060        965,168

SOFTWARE AND PRODUCT DEVELOPMENT,
    at cost, net of accumulated
    amortization o f$1,148,169
    and $963,469                       1,222,806      1,208,713

PREPAID EXPENSES AND OTHER ASSETS      1,112,965      1,023,364

LONG TERM NOTE RECEIVABLE                410,945        623,115

GOODWILL, net of amortization                        
    of $282,294 and $146,096           5,258,407      5,394,606
                                      ----------    -----------
    TOTAL ASSETS                     $12,069,044    $13,376,317
                                      ===========   ============

                                  Page 3 of 18
<PAGE>
         PMC INTERNATIONAL, INC. AND SUBSIDIARIES
           CONDENSED CONSOLIDATED BALANCE SHEETS
                         (cont'd)
           LIABILITIES AND SHAREHOLDERS' EQUITY

                                      (Unaudited)
                                        March        December
                                          31,           31,
                                         1998          1997

LIABILITIES
    Accounts payable                  $1,543,316     $1,687,967
    Accrued expenses                     658,406        644,012
    Other liabilities                    103,361        104,125
    Deferred revenue                   1,273,583      1,307,382
    Notes payable - current (Note 3)     763,818        166,158
    Obligations under capital lease      342,924        384,986
    Notes payable - long term             40,000        200,000
                                      -----------   ------------
    TOTAL LIABILITIES                  4,725,408      4,494,630 
                                      -----------   ------------
COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY
    Preferred stock, no par value -
       authorized 5,000,000 shares; 
       issued and outstanding,
       138,182 shares and 138,182                    
       shares                            345,455        345,455
    Common stock, $.01 par value -
       authorized 50,000,000 shares;
       issued and outstanding,
       4,857,803 shares and                          
       4,857,903 shares                   48,578         48,579

    Additional paid-in capital        22,969,211     22,977,526
    Accumulated deficit              (16,019,608)   (14,489,873)
                                      -----------   ------------
       TOTAL SHAREHOLDERS' EQUITY      7,343,636      8,881,687 
                                      -----------   ------------       
TOTAL LIABILITIES AND
    SHAREHOLDERS' EQUITY             $12,069,044    $13,376,317
                                     ===========   ============
      
                            Page 4 of 18
<PAGE>
         PMC INTERNATIONAL, INC. AND SUBSIDIARIES
        CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                        (Unaudited)

                                        Three Months Ended
                                             March 31,
REVENUE
                                         1998          1997
    Investment management fees       $5,422,766     $2,787,040
    Other income                         47,683         74,081
                                     ----------     ----------
        Total revenue                 5,470,449      2,861,121 
                                     ----------     ----------

DIRECT EXPENSES
    Investment manager and other fees 3,348,801      1,390,723
                                     ----------      --------- 
                                      2,121,648      1,470,398
                                     ----------      --------- 

OPERATING EXPENSES
    Salaries and benefits             1,847,069        968,449
    Clearing charges and user fees      159,299        157,207
    Advertising and promotion           264,001        213,448
    General and administrative          395,884        227,347
    Occupancy and equipment costs       599,612        276,245
    Professional fees                   182,747        155,320
    Amortization of goodwill            136,198              -
    Amortization of software                                      
      development costs                  66,572         50,630
                                      ---------       -------- 
       Total operating expense        3,651,382      2,048,646 

NET LOSS BEFORE INCOME TAXES         (1,529,734)      (578,248)

INCOME TAXES                                  -              -   
                                    -----------   ------------
NET LOSS                            $(1,529,734)     $(578,248)
                                    -----------    -----------

NET LOSS PER COMMON SHARE             $   (0.32)      $  (0.16)

WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING                    4,857,803      3,627,775
                                    -----------     ----------

                                  Page 5 of 18
<PAGE>
         PMC INTERNATIONAL, INC. AND SUBSIDIARIES
      CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                        (Unaudited)

                                        Three Months Ended
                                             March 31,
                                         1998          1997
CASH FLOWS FROM OPERATING ACTIVITIES
    Net Loss                         $(1,529,734)     $(578,248)
    Adjustments to reconcile net
     loss to net cash used in 
     operating activities:
    Accretion of discount on notes                   
     receivable                          (15,205)       (19,234)
    Depreciation and amortization        296,107        145,500
    Changes in operating assets and
     liabilities
       Investment management fees                    
        receivable                        27,857       (395,190)
       Other receivables                  25,999         36,108
       Prepaid expenses and other                    
        assets                           (89,601)       (77,440)
       Accounts payable                 (144,651)      (213,257)
       Accrued expenses                   14,394          3,142
       Other liabilities                    (764)        (4,491)
       SEC Settlement Distribution             -       (603,091)
       Deferred revenues                 (33,799)       (17,087)
                                       ---------      ---------

    Net cash used in operating                             
     activities                       (1,449,397)    (1,723,288)
                                       ---------      ---------

CASH FLOWS FROM INVESTING ACTIVITIES
    Purchase of furniture & equipment   (122,366)      (172,661)
    Disposal of furniture & 
     equipment-PMCIS                     261,949
    Decrease of long term note                       
     receivable                          227,375       (126,078)
    Cost of product development         (198,793)           -   
                                       ---------      ---------

    Net cash provided by (used in)                            
    investing activities                168,165        (298,739)
                                       --------       ---------

CASH FLOWS FROM FINANCING ACTIVITIES
    Net proceeds from notes payable     600,000              -
    Principal payments on notes                      
     payable                           (162,340)         (1,956)
    Principal payments on                            
     obligations under capital lease    (42,062)        (24,922)
                                      ---------      ----------
    Net cash provided by financing                              
     activities                         395,598         (26,878)

NET INCREASE (DECREASE) IN CASH        (885,634)     (2,048,905)
                                      =========     =========== 

CASH, at beginning of period          2,953,740       6,499,390
                                    -----------    ------------ 
CASH, at end of period               $2,068,106      $4,450,485
                                    ===========    ============

                                  Page 6 of 18
<PAGE>            
             PMC INTERNATIONAL, INC. AND SUBSIDIARIES

  NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
   FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND MARCH 31, 1997

NOTE 1 - BASIS OF PRESENTATION

The  accompanying   unaudited  condensed   consolidated   financial
statements   include   the   historical   accounts   of   Portfolio
Management   Consultants,   Inc.  ("PMC")  for  all  periods,   the
accounts  of  PMCI  since  September  30,  1993,  the  accounts  of
Portfolio  Brokerage  Services,   Inc.,  and  Portfolio  Technology
Services,  Inc. since inception,  and PMC Investment Services, Inc.
(formerly  ADAM  Investment  Services,  Inc.) since  September  24,
1997.   These   financial   statements   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
consolidated  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, 1997.

NOTE 2 - CASH AND CASH EQUIVALENTS

The  Company  holds  cash of  $2,068,000  of  which  $1,445,000  is
restricted  as a result of the following  transaction:  In January,
1997, a company (the "LLC") owned and  controlled  by the Company's
president  and  CEO,  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
410,961  shares  of PMCI  common  stock  owned by the LLC that were
purchased  from a former  officer of the Company at the time of his
departure in July 1995.  In  connection  with this  borrowing,  the
Company agreed to  collateralize  the loan on behalf of the LLC and
the 410,961  shares of common  stock owned by the LLC were  pledged
to the  Company.  Accordingly,  $1,890,000  of cash was  originally
restricted  for this  purpose.  In October  1997,  the  Company and
the LLC  renegotiated  the arrangement  with another bank resulting
in a $1,400,000  loan to the LLC due and payable  December 31, 1998
and  collateralized  by the Company,  and a $350,000 loan due March
31,  1998,  collateralized  with 87,500  shares of PMCI stock owned
by  the  LLC  and   released   from  a  pledge   to  the   Company.
Accordingly,  as of March 31,  1998,  $1,445,000  included  in Cash
and  Cash  Equivalents  in  the   accompanying   balance  sheet  is
restricted  under this  arrangement  with the Company  guaranteeing
the  balance   collateralized  by  stock  owned  by  the  LLC.  The
Company  also  agreed  to loan the LLC  amounts  sufficient  to pay
interest  on the loan so long as the  amount of loans made and bank
collateral  provided would not exceed  $2,000,000.  As of March 31,
1998,  the  Company  has  loaned  the  LLC  approximately  $190,000
designated  to pay  the  interest  on the  bank  loan.  The LLC has
agreed  to  reimburse  the  Company  for  any  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 323,461  shares of the  Company's
common stock held by it.  See Note 4.

                                  Page 7 of 18
<PAGE>
                    PMC INTERNATIONAL, INC. AND SUBSIDIARIES

  NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
   FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND MARCH 31, 1997

NOTE 3 - NOTES PAYABLE

Notes   payable   include   a  loan   from  a  bank   of   $600,000
collateralized  by  accounts  receivable.  Principal  payments  are
due as follows:  $400,000 on July 1, 1998,  and $200,000 on October
1, 1998.  Interest on the note of 11% is due and payable monthly.

NOTE 4 - SUBSEQUENT EVENTS

In April 1998,  the $350,000  portion of the LLC loan  described in
Note 2 was  restructured  with the due date  extended  to  December
31,  1998,  the  Company  providing  $350,000  of  additional  cash
collateral  to the bank and the  Company  receiving  a pledge  from
the LLC of the 87,500  shares of common  stock  previously  pledged
to the bank.



                                  Page 8 of 18
<PAGE>
        
              PMC INTERNATIONAL, INC. AND SUBSIDIARIES

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

The  following  discussion  provides  information  that the Company
believes is  relevant to an  assessment  and  understanding  of its
results of operations.  It should be read in  conjunction  with the
Financial  Statements  and Notes included  elsewhere  herein and in
the  consolidated  financial  statements and footnotes  included in
the  Company's  Annual  Report on Form  10-KSB  for the year  ended
December  31,  1997.   The  discussion   below  contains   "forward
looking  statements"  within the meaning of the federal  securities
laws,  including  statements  regarding  the  Company's  prospects,
cash flows,  liquidity,  and  potential 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 10 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.
 
Results of Operations

The Quarter in Review

During  the  first  quarter  of 1998,  the  Company  experienced  a
mixture  of   accomplishments,   difficulties   and   disappointing
operating  results.   On  the  positive  side,  the  Company  moved
forward with the  integration of PMCIS  (formerly  ADAM  Investment
Services,  Inc.)  including the relocation of its  headquarters  to
Denver and the  integration  of personnel,  operations and systems.
Management  expects  economies  of scale and other  benefits of the
combined  entities  to emerge  over the  second,  third and  fourth
quarters.  The  Company's  relationship  with  Ernst and Young LLP,
("E&Y")   continues  to  progress  with  the  E&Y  program  gaining
momentum and assets under  management  increasing  significantly in
the   first    quarter.    Although    this   program   has   taken
substantial  effort  and  resources  over  the past  twelve  months
and has  experienced  delays in rollout,  Management  believes this
channel is now on track to grow  significantly  during the  balance
of 1998.
                                  Page 9 of 18
<PAGE>
             PMC INTERNATIONAL, INC. AND SUBSIDIARIES 

ITEM 2. MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  
        CONDITION  AND  RESULTS  OF  OPERATIONS. (cont'd)

In February,  PMC entered into an  agreement  with CIGNA  Financial
Services,  Inc. to provide a mutual fund asset allocation  program,
called  CIGNA  Compass,  to  clients  referred  to the  Company  by
CIGNA.  Accounts have begun to open within this new program.

The  Company  continues  to  devote  significant  resources  to the
growth   of   its   independent    adviser   channels.    Although
relationships  and alliances  with Schwab  Institutional  and other
broker-dealers  and  custodians  for the Company's  programs  which
were  entered  into  over the past year have  evolved  more  slowly
than  anticipated  and have required more  resources than expected,
during  the first  part of 1998,  the  Company  has  started to see
benefits from its efforts to build its business in these channels.

In April,  PMC hired Robert A. Brown,  Ph.D.,  as an Executive Vice
President  and Senior  Managing  Director of  Consulting  Services.
Dr. Brown will be responsible  for PMC's  consulting  operations as
well as the manager  search and due diligence  areas.  Prior to joining
PMC,  Dr.  Brown was a Managing  Director,  Senior  Consultant  and
Director of  Research  with SEI Capital  Resources.  Dr.  Brown has
also held senior  positions  with the Ameritech  Pension plan where
he  was  a  Director  of  Asset  Allocation  and  Equity  Strategy,
Cambridge  Associates,  William M. Mercer and Ibbotson  Associates.
He spent four  years as a  Professor  of Finance at the  University
of  Colorado  at  Boulder,   where  he  instructed  Ph.D.  and  MBA
students  in  investment   theory  and  practice.   Dr.  Brown  was
awarded a Ph.D. in Finance from  Northwestern  University and M.A.s
in Economics from both  Northwestern  University and the University
of  Maryland  at College  Park.  He is also a  Chartered  Financial
Analyst.

The Company also  experienced  adversity  during the first quarter.
Significant   difficulties   were   encountered  with  one  of  the
Company's  internal  software  systems.  This problem  required the
unplanned   expenditure  of  substantial  personnel  resources  and
negatively  impacted the  Company's  productivity  and  operations.
It also adversely  affected a program  administered  by the Company
for   an   institutional   client.   The   Company   had   expended
significant   resources   developing  its   deliverables  for  that
specific  program  over  the  prior  year  and as a  result  of the
systems  difficulties  described  above,  the parties are no longer
going  forward  with  their  relationship  on  that  program.   The
Company  does have other  relationships  with that client which are
proceeding as expected at this time.

The Company  continued to work through a management  and  personnel
reorganization   during   the   first   quarter,    including   the
substantial  restructuring of information  technology.  The Company
incurred  non-recurring costs of approximately  $100,000 related to
such  changes.  Although the PMCIS  integration  progressed  during
the first quarter,  the Company incurred  $100,000 in non-recurring
expense  associated  with the  relocation  of PMCIS to  Denver.  In
addition,  the  Company  bore the  overhead  expense of the Atlanta
office.  The  Company has  significantly  reduced  this  expense by
subleasing most of its Atlanta office space.

                                 Page 10 of 18
<PAGE>
             PMC INTERNATIONAL, INC. AND SUBSIDIARIES

ITEM 2. MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  
        CONDITION  AND  RESULTS  OF  OPERATIONS. (cont'd)

Management  believes that the  disappointing  operating results and
systems  problems  experienced  in the first  quarter are primarily
attributable  to the  Company's  aggressive  1997 efforts to expand
distribution  channels  and  service  new  institutional   clients.
These efforts  placed  greater  burdens on the Company's  resources
and  personnel  than  had  been  anticipated.   Additionally,   the
maturation  of  these  channels  has  been  slower  than  expected.
Management has been taking action to more closely  manage  expenses
to  revenues in order to improve the  Company's  operating  results
going  forward.  While there is no  assurance  the Company  will be
successful,  Management is optimistic  that there will be growth in
assets  under  management  and  administration  in  developing  and
existing channels,  with a corresponding  positive impact on future
operating   results,   particularly   as  the  one  time   charges
described here have been fully absorbed.

Three Months Ended March 31, 1998 Compared to Three Months Ended
March 31, 1997 Revenues
Revenues  were  $5,500,000  for the quarter  ended March 31,  1998,
compared to  $2,900,000  for the quarter  ended March 31, 1997,  an
increase of 90%.  The increase  was  attributable  primarily to the
PMCIS  contribution  to  Investment  Management  Fees of $2,300,000
and  revenues  of  $100,000  from the E&Y  channel.  Revenues  from
Republic  National Bank of New York  ("Republic")  of $150,000 were
not  recognized  in the first  quarter as was budgeted  for, due to
the termination of the contract.

Investment Management and Other Fees
Investment  Manager and Other Fees were  $3,300,000 for the quarter
ended  March 31,  1998,  compared  to  $1,400,000  for the  quarter
ended March 31,  1997,  an increase of 35%.  The increase in Direct
Expenses  was  principally  the  result  of a  $1,600,000  increase
attributable to the PMCIS acquisition.

Net Revenues after Investment Manager and Other Fees
Net  Revenues  after   Investment   Manager  and  Other  Fees  were
$2,100,000  for the  quarter  ended  March 31,  1998,  compared  to
$1,500,000  for the quarter  ended March 31,  1997,  an increase of
40%.  The  change  was   primarily   the  result  of  revenues  and
expenses attributable to the PMCIS acquisition.

Operating Expenses
Operating  Expenses  were  $3,700,000  for the quarter  ended March
31, 1998,  compared to  $2,000,000  for the quarter ended March 31,
1997,  an increase of 85%.  These  increases  were due primarily to
an increase  in  Salaries  and  Benefits  of  $900,000  (91%),  and
Amortization   of  Goodwill  which   increased   $100,000   (100%).
Salaries  and   Benefits   increased  as  a  result  of  the  PMCIS
acquisition  and  the  increase  in  business  related  to the  E&Y
channel.  Eighteen  people  were added to  payroll  in  conjunction
with  the  PMCIS  acquisition.  Four  people  have  been  added  to
support  the  E&Y  program.   Goodwill  Amortization  is  a  direct
result of the PMCIS  transaction.  General and  Administrative  and
Occupancy and Equipment also increased $500,000 primarily as

                                 Page 11 of 18
<PAGE>

             PMC INTERNATIONAL, INC. AND SUBSIDIARIES

ITEM 2. MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  
        CONDITION  AND  RESULTS  OF  OPERATIONS. (cont'd)

a  result  of  the  PMCIS  acquisition  and  increase  in  business
related  with  E&Y.  For  example,   operating  expenses  excluding
salaries  and  benefits  for PMCIS  totaled  $270,000 for the first
quarter.

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

Net Loss
The Company recorded a net loss of $1,500,000 for the quarter
ended March 31, 1998, as compared to $600,000 for the quarter
ended March 31, 1997.

The increase in the loss is primarily due to:
      Republic revenue decrease                  $150,000
      adjustment in E&Y minimum fee guarantee    $100,000
      relocation costs associated with PMCIS     $100,000
      maintenance of Atlanta office              $100,000
      PMCIS goodwill amortization                $150,000
      increase in depreciation/amortization      $200,000
      severance payments/employment agency fees  $100,000
                                                 --------
                                                 $900,000
                                                 ========

Liquidity and Capital Resources
At  March  31,  1998,  the  Company  had  cash  of  $2,000,000,   a
substantial  portion  of  which  was  held in  short-term  interest
bearing accounts, including restricted cash of $1,400,000.

For the Quarter Ended March 31, 1998:
Cash used in  operating  activities  was  $1,400,000.  This was due
primarily to the net loss from operations.

Cash  provided  by  investing   activities   was   $200,000.   Cash
provided  by  investing  activities  was  the  result  of  payments
received on a note receivable.

Cash provided by financing activities of $400,000 was primarily
related to the borrowings to finance accounts receivable.

The  Company  anticipates  that  it  will  continue  to  experience
operating  losses  until such time as it can realize  the  benefits
of:
       1.   the  PMCIS   acquisition,   the  related  assets  under
            management  and the  expected  economies of scale of merged
            operations;
       2.   employee attrition and turnover,  and related reduction
            in payroll costs;
       3.   the realization of associated fee income from E&Y; and
       4.   significant  growth  in  assets  under  management  and
            administration.

                                 Page 12 of 18
<PAGE>


             PMC INTERNATIONAL, INC. AND SUBSIDIARIES

ITEM 2. MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  
        CONDITION  AND  RESULTS  OF  OPERATIONS. (cont'd)

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

The Company has  historically  incurred net losses and  accordingly
experienced  cash flow  problems.  As a result  of the  acquisition
of PMCIS,  the  Company is  obligated  to make a deferred  purchase
payment on September  24,  1998.  The payment will be equal to 1.0%
of   certain   PMCIS   assets   under   management   in  excess  of
$500,000,000,  with the  payment  not to  exceed  $2,000,000,  plus
interest.  As of March 31,  1998,  this  payment  would not be able
to be made  principally  due to the fact that $1,400,000 of cash is
restricted.  In  addition,  through  the  first  quarter  of  1998,
continuing  losses from  operations  have resulted in the Company's
cash balances  decreasing  further.  During the first quarter,  the
Company  continued  its  efforts  to  reduce  expenses.  Management
believes  that these  efforts,  along with  projected  increases in
revenues and assets under  management  and deferral of expenses and
liabilities,   should   allow  the  Company  to  continue   without
requiring  additional  resources,   excluding  the  PMCIS  payment.
While the  Company  is seeking  out  sources of short and long term
capital  to meet  the  PMCIS  payment  as well as  working  capital
needs,  there is no  assurance  that  sources of such funds will be
available  to  the  Company.   Should  additional  capital  not  be
raised,  the Company will be required to  restructure  the terms of
the PMCIS  payment,  to seek to  remove  the  restriction  from its
cash  balances,  to  restructure  its  operations  and/or  customer
relationships,   or  a  combination  of  the  above.  There  is  no
assurance  that  the  Company's   restructuring  efforts  would  be
successful.

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  Company  responded  to  the
letter  and  stated  its  position  that no  amounts  are owed.  By
correspondence  from The National  Association of Security  Dealers
("NASD")  dated  December  19,  1997,  PMC was  notified  that  the
matter   was   submitted   by  the   employee   to  the   NASD  for
arbitration.  The  employee is seeking  damages  for lost  earnings
from his  prior  employer,  lost  commissions  from  PMC and  other
damages,  totaling  $1,190,000.  PMC  has  responded  to  the  NASD
Arbitration  demand by denying that the NASD has jurisdiction  over
the matter and  seeking  to have the matter  dismissed.  The matter
has been  transferred to the NASD's regional  office in Denver.  On
May 13, 1998,  the Company  filed a verified  Application  for Stay
of  Arbitration  in  Denver  District  Court,  asking  for an order
staying  arbitration  due to the fact  that  there is no  agreement
for  arbitration  between the parties.  The Company  believes  that
the claims  described  in the NASD  Arbitration  notice are without
basis and intends to defend the matter vigorously.
                                 Page 13 of 18
<PAGE>
             PMC INTERNATIONAL, INC. AND SUBSIDIARIES

In October  1997,  the Company  notified  its then  Executive  Vice
President,   Mr.  David  Andrus,   that  under  the  terms  of  his
employment  agreement,  his  employment  with  the  Company  as  an
officer and employee  would cease  effective  January 11, 1998. The
employment  agreement  stipulated  that Mr.  Andrus  was to receive
severance  payments in an amount equal to his base salary,  payable
ratably on a  semi-monthly  basis for up to one year after the date
of his  separation  from the  Company.  Such  payments  would cease
sooner in the event Mr.  Andrus were to gain  employment  affording
him  comparable   compensation.   The  Company  believes  there  is
sufficient   basis  to  dispute  Mr.   Andrus'   right  to  receive
severance  payments.  The  Company  ceased  paying  Mr.  Andrus  in
February  1998,  retained  legal counsel  regarding this matter and
has notified Mr.
Andrus  that  the  Company  disputes  his  right  to  receive  such
payments.  An  attorney  for Mr.  Andrus  has  made  demand  on the
Company for payments  under the agreement.  The Company  intends to
vigorously defend this matter.

The Company is not aware of any other  material  legal  proceedings
or  investigations  currently  pending or  threatened  against  the
Company.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

A.    Exhibits

      10.1  Addendum to Employment Agreement with Kenneth S. Phillips

      27    Financial Data Schedule

B.    Reports on Form 8-K
            None
                                 Page 14 of 18
<PAGE>
             PMC INTERNATIONAL, INC. AND SUBSIDIARIES


SIGNATURES

In  accordance  with 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:  May 15, 1998 /s/      Kenneth S. Phillips
                             Kenneth S. Phillips
                             President, Chief Executive Officer



Date:  May 15, 1998 /s/      Stephen M. Ash     
                             Stephen M. Ash
                             Chief Financial Officer

                                 Page 15 of 18
<PAGE>

             PMC INTERNATIONAL, INC. AND SUBSIDIARIES 

                           EXHIBIT INDEX

A.    Number      Exhibit                          Page Number

      10.1 Addendum to Employment Agreement
           with Kenneth S. Phillips                     17

      27   Financial Data Schedule                      18

                                 Page 16 of 18
<PAGE>
             PMC INTERNATIONAL, INC. AND SUBSIDIARIES 

EXHIBIT 10.1

                 ADDENDUM TO EMPLOYMENT AGREEMENT

      This  addendum   ("Addendum")  to  the  Employment  Agreement
("Agreement")  entered  into  between PMC  International,  Inc. and
Kenneth S. Phillips (the  "Executive")  as of July 26, 1995,  shall
be effective as of April 15, 1998.

      The parties  agree that Section 1. of the Agreement is hereby
amended in its entirety to read as follows:

      "1.  Employment;  Position;  Term. The Company hereby employs
the Executive,  and the Executive  hereby accepts  employment  with
the  Company,  in the  capacity of  President  and Chief  Executive
Officer.  Subject  to  Section  4,  the  term  of  the  Executive's
employment  under  this  Agreement  shall be for three  (3)  years,
beginning  July  26,  1995.  The  term of this  Agreement  shall be
extended for  successive  one-year  periods on July 26 of each year
beginning  July 26, 1998,  unless on or before May 26, 1998,  or on
or before April 26 of 1999 and all  subsequent  years,  the Company
or the Executive  provides  written  notice to the other of its/his
intention not to renew."
                               PMC INTERNATIONAL, INC.

                                    /s/ Scott A. MacKillop
                               By:      Scott A. MacKillop
                                        Executive Vice President & COO


                               THE EXECUTIVE:

                                   /s/ Kenneth S. Phillips
                                       Kenneth S. Phillips

                                 Page 17 of 18
<PAGE>

             PMC INTERNATIONAL, INC. AND SUBSIDIARIES 

EXHIBIT 27
                      Financial Data Schedule

                                 Page 18 of 18