SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-QSB/A

(Mark One)

              [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended June 30, 1997
                                                 --------------

             [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
                             SECURITIES EXCHANGE ACT

             For the transition period from _________ to ___________

                         Commission file number 0-18109
                                                -------


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

          New York                                   13-3228375
-------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

1800 Walt Whitman Road, Melville, New York 11747
------------------------------------------------
(Address of principal executive offices)

                                 (516) 752-3550
                           ---------------------------
                           (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 Securities 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 ___

     Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the  distribution  of
securities under a plan confirmed by a court. Yes ___ No ___

     State the number of shares  outstanding of each of the issuer's  classes of
common equity as of the latest practicable date: 15,954,733
                                                 ----------

     Transitional Small Business Disclosure Format (check one): Yes ____ No X
<PAGE>


                                   FORM 10-QSB/A

                            BCAM INTERNATIONAL, INC.



PART I.  FINANCIAL INFORMATION:

Item 1.  Financial Statements

Condensed Consolidated Balance Sheet--June 30, 1997 (Unaudited)................3

Condensed Consolidated Statements of Operations - Three Months
   and Six Months ended June 30, 1997 and 1996 (Unaudited).....................4

Condensed Consolidated Statements of Cash Flows - Six Months Ended
   June 30, 1997 and 1996 (Unaudited)..........................................5

Notes to Condensed Consolidated Financial Statements - June 30, 1997
   (Unaudited).................................................................6

Item 2.  Management's Discussion and Analysis of Financial Condition
             and Results of Operations.........................................8

PART II.  OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K.....................................11


SIGNATURES....................................................................12

INDEX OF EXHIBITS.............................................................13

                                       2
<PAGE>
<TABLE>
<CAPTION>
                            BCAM INTERNATIONAL, INC.
                CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)
                                  JUNE 30, 1997
<S>                                                                          <C>
   
Current assets:
    Cash and cash equivalents                                                $         240,964
    Accounts receivable, less allowance for doubtful accounts of $11,245                73,796
    Unbilled receivables                                                                82,592
    Inventory                                                                           26,158
    Prepaid expenses and other current assets                                          197,365
                                                                            ------------------
Total current assets                                                                   620,875

Property, plant, and equipment, at cost:
    Furniture and fixtures                                                             220,318
    Equipment                                                                          586,421
    Leasehold improvements                                                              50,519
                                                                            ------------------
                                                                                       857,258
    Less accumulated depreciation and amortization                                    (695,725)
                                                                            ------------------
                                                                                       161,533
Deferred finance and acquisition costs                                                 439,768
Other assets, principally patents and capitalized software
    (net of accumulated amortization of $103,600)                                      337,190
                                                                            ------------------
Total assets                                                                 $       1,559,366
                                                                            ==================

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
    Accounts payable                                                         $         203,715
    Accrued expenses and other current liabilities                                     190,343
                                                                            ------------------
Total current liabilities                                                              394,058

Other liabilities                                                                        4,289
Commitments and contingencies                                                                -
Acquisition preferred stock, par value $.01 per share:
    Authorized 750,000 shares, no shares issued or outstanding                               -

Common shareholders' equity:
    Common stock, par value $.01 per share; authorized 40,000,000 shares,
    16,717,915 shares issued and 15,954,733 shares outstanding                         167,179
    Paid-in surplus                                                                 16,002,908
    Deficit                                                                        (14,109,968)
                                                                            ------------------
                                                                                     2,060,119
    Less 763,182 treasury shares                                                      (899,100)
                                                                            ------------------
                                                                                     1,161,019
                                                                            ------------------
Total liabilities and shareholders' equity                                   $       1,559,366
                                                                            ==================
    

See accompanying notes
</TABLE>
                                       3
<PAGE>
<TABLE>
<CAPTION>
                            BCAM INTERNATIONAL, INC.
           CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)


                                                  THREE MONTHS ENDED JUNE 30                   SIX MONTHS ENDED JUNE 30
                                             -------------------------------------         ---------------------------------
                                                  1997                 1996                      1997              1996
                                             ---------------    ------------------         ---------------   ---------------
<S>                                          <C>                <C>                        <C>               <C>

Net revenue                                  $      215,861               108,226          $      287,232    $      210,721

Costs and expenses:
   Direct costs of revenue                           71,178                 4,543                 150,349            49,288
   Selling, general and administrative              618,091               567,659               1,027,026         1,075,315
   Research, development and engineering             22,368                19,333                  30,477            46,560

                                             ---------------    ------------------         ---------------   ---------------
Total operating expenses                            711,637               591,535               1,207,852         1,171,163

                                             ---------------    ------------------         ---------------   ---------------
Net loss from operations                           (495,776)             (483,309)               (920,620)         (960,442)

Interest income, net                                  5,339                16,722                  11,942            41,534

                                             ---------------    ------------------         ---------------   ---------------
Net loss                                     $     (490,437)    $        (466,587)         $     (908,678)   $     (918,908)
                                             ===============    ==================         ===============   ===============

Net loss per share                           $        (0.03)    $           (0.03)         $        (0.06)   $        (0.06)
                                             ===============    ==================         ===============   ===============

Weighted average number of common
   shares outstanding                            15,954,733            14,859,211              15,682,634        14,858,222
                                             ===============    ==================         ===============   ===============

See accompanying notes
</TABLE>
                                       4
<PAGE>
<TABLE>
<CAPTION>
                            BCAM INTERNATIONAL, INC.

           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)


                                                                                          SIX MONTHS ENDED JUNE 30
                                                                                 ------------------------------------------
                                                                                        1997                     1996
                                                                                 ------------------       -----------------
<S>                                                                              <C>                      <C>

   
OPERATING ACTIVITIES
Net loss                                                                         $        (908,678)       $       (918,908)
Adjustments to reconcile net loss to net cash used in operating activities
      Depreciation                                                                          33,984                  72,840
      Amortization                                                                          12,837                       -
      Accrued interest on held to maturity securities                                            -                   7,172
      Changes in operating assets and liabilities:
         Accounts receivable, billed and unbilled                                          (33,489)                120,281
         Inventory                                                                         (26,158)                      -
         Prepaid expenses and other current assets                                        (122,874)                (25,921)
         Accounts payable, accrued expenses and sundry liabilities                          63,435                (139,033)
          (less amount accrued for finance and acquisition costs)
Other liabilities                                                                                -                   4,707
                                                                                 ------------------       -----------------
Net cash (used in) operating activities                                                   (980,943)               (878,862)
                                                                                 ------------------       -----------------

INVESTING ACTIVITIES
Loss from sale of equipment                                                                  3,331                       -
Proceeds from sale of equipment                                                              3,000                       -
Purchase of equipment                                                                       (8,060)                      -
Investment in software technology                                                         (121,492)                (77,821)
Proceeds from sale of held to maturity securities                                                -               1,500,000
Cash paid for deferred acquisition costs                                                  (148,573)                      -
                                                                                 ------------------       -----------------
Net cash (used in) provided by investing activities                                       (271,794)              1,422,179
                                                                                 ------------------       -----------------

FINANCING ACTIVITIES
Net proceeds from short-term debt                                                                -                 400,000
Net proceeds from sale of common stock                                                   1,075,000                       -
Net proceeds from exercise of options                                                            -                  18,440
Payment of stock registration and issuance costs                                           (20,630)                (59,219)
Cash paid for deferred finance costs                                                       (87,013)                      -
                                                                                 ------------------       -----------------
Net cash provided by financing activities                                                  967,357                 359,221
                                                                                 ------------------       -----------------

(Decrease) increase in cash and cash equivalents                                          (285,380)                902,538
Cash and cash equivalents at beginning of period                                           526,344                 701,686
                                                                                 ==================       =================
Cash and cash equivalents at end of period                                       $         240,964        $      1,604,224
                                                                                 ==================       =================
    

See accompanying notes
</TABLE>
                                       5
<PAGE>

BCAM International, Inc.



                            BCAM INTERNATIONAL, INC.
                                 ("THE COMPANY")

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

                                  JUNE 30, 1997

1. BASIS OF PRESENTATION

   
     The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally  accepted  accounting  principles for
interim  financial  information  and  with  the  instructions  to  Form  10-QSB.
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  recurring
accruals)  considered  necessary  for a fair  presentation  have been  included.
Operating  results for the three-month and six-month  period ended June 30, 1997
are not necessarily  indicative of the results that may be expected for the year
ending  December 31, 1997. For further  information,  refer to the  consolidated
financial  statements  and footnotes  thereto  included in the Company's  annual
report on Form 10-KSB and Form 10-KSB/A for the year ended December 31, 1996.
    

2. PER SHARE DATA

     Net loss per share has been  computed on the basis of the weighted  average
number of common shares  outstanding for each of the periods  presented.  Common
stock equivalents have been excluded since their effect is antidilutive.

3. INCOME TAXES

     The  Company  accounts  for  income  taxes  in  accordance  with  Financial
Accounting  Standards Board ("FASB")  Statement No. 109,  "Accounting for Income
Taxes".  The  Company  has not  reflected  a  benefit  for  income  taxes in the
accompanying  Condensed  Consolidated  Statements  of  Operations  for the three
months and six months  ended June 30,  1997 and the three  months and six months
ended  June 30,  1996,  since the  future  availability  of net  operating  loss
carryforwards  have been offset in full by valuation  allowances  in  accordance
with FASB Statement No. 109.

4. PRIVATE PLACEMENT

     On January 15, 1997, the Company  offered a minimum of 400,000 units,  each
consisting of one share of the Company's common stock and a non-redeemable Class
AA warrant  which  entitled  the holder to purchase  one share of the  Company's
Common Stock at a price of $1.10 per share,  until March 31, 1999.  The proceeds
were to be used  for the  advancement  of  various  technologies  as well as for
working  capital.  The offering was completed on March 28, 1997, and the Company
sold 1,075,000  units for  $1,075,000.  On May 14, 1997 the Company  changed the
conversion  price of the  Class AA  warrants  from  $1.10 per share to $ .65 per
share and extended the expiration date from March 31, 1999 to March 31, 2002.

                                        6
<PAGE>

5. STOCK PURCHASE AGREEMENT

     On March 19,  1997 the Company  entered  into an  agreement  with Drew Shoe
Corporation   ("Drew")  to  purchase  all  of  the  common  stock  of  Drew  for
approximately  $5,000,000.  This  commitment  is  contingent  upon  the  Company
obtaining  the necessary  financing to fund the  purchase.  The Company does not
have any obligations  under this agreement should management be unable to obtain
this financing.

6.    SUBSEQUENT EVENTS

   
     On July 24,  1997,  the Company  commenced an offering of 150 shares of BCA
Services Inc. Series A Convertible  Preferred Stock (the "Preferred Stock"), the
proceeds of which were used for working capital purposes. BCA Services, Inc is a
subsidiary  of BCAM  International,  Inc. The first tranche was in the amount of
$500,000 and 50 shares of Preferred Stock were issued.  Two additional  tranches
of  $500,000  each are  available  to the  Company  to draw  down on,  one up to
sixty(60) days after the Company's registration statement is declared effective,
and another one up to sixty(60) days after the second tranche is drawn down.

     The Preferred  Stock contains a penalty  provision  permitting  redemption,
together with penalties,  at the option of the holder,  if the Company failed to
cause a  registration  statement of the  underlying  common stock into which the
Preferred Stock is convertible to be effective prior to approximately January 4,
1998. The Company  believes that such a registration  will be effective prior to
the filing of the  September  30, 1997 Form  10-QSB,  due on November  14, 1997.
Therefore  the  Preferred  Stock,  net of  related  fees and  expenses,  will be
recorded on the Consolidated  Balance Sheet of the Company as minority interest,
until converted into common shares.

     The Preferred  Stock is  convertible  into shares of the  Company's  Common
Stock ("Common  Stock") at a price equal to 70% of the average closing bid price
of the Common Stock over a three day trading  period ending on the day preceding
the conversion date (the "Variable  Conversion Price"). The Conversion Price may
not be greater than 100% of the Variable  Conversion  Price on the first closing
date (the "Fixed Conversion  Price").  The Fixed Conversion price is $0.6563. On
the first  anniversary of the closing date, all outstanding  shares of Preferred
Stock must be converted into shares of Common Stock of the Company.  The "in the
money" value of the conversion  feature,  which is immediately  exercisable,  is
being recorded as a charge to minority interest as of the date of issuance.
    

     On July 23, 1997, the Company  reached an agreement with Drew to extend the
deadline  for the  closing  of the Drew Shoe  Acquisition,  as  outlined  in the
Purchase  Agreement,  from March 28, 1997 to September 15, 1997, for $25,000 for
each of the two  partners,  with the  total of  $50,000  to be  credited  to the
purchase price at the closing.

     The Company is in process of arranging the funding for the  acquisition  of
Drew and, in conjunction with this effort, the following has occurred:

     On July 8, 1997  (modified  on August 11,  1997),  the  Company  received a
commitment  from Coleman and Company to work to  consummate a private  placement
offer for a minimum of $3.5 Million and a maximum of $5.0 Million in Convertible
and  Redeemable  Acquisition  Preferred  Stock,  the  shares  of  which  will be
convertible  into shares of the Company's Common Stock. In conjunction with this
equity  funding,  the  Company  expects  that a  group,  including  its  largest
shareholder,   will  purchase  $1.0M  of  additional   Preferred  Stock,   under
substantially  the same terms and conditions as the Coleman offer,  bringing the
total of the  expected  funding  to between  $4.5M to $6.0M.  The  proceeds  are
expected to be used for the acquisition of Drew and other working capital needs.

     On June 18,  1997,  the  Company  received a  commitment  letter from Coast
Business  Credit  to  provide  up to  $6.5M  in  asset-based  financing  under a
revolving  line of credit to be  secured by  substantially  all of the assets of
Drew and to be guaranteed by BCAM International. The proceeds are expected to be
used for the acquisition of Drew and for operating capital for Drew.

                                       7
<PAGE>


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

   
     The June 30, 1997 Form  10-QSB/A  represents  the second  quarterly  report
after the Form 10-KSB and Form  10-KSB/A  for the year ended  December 31, 1996.
The 10-QSB/A should be read in conjunction with the aforementioned document, and
represents a comparison  between the quarter ended June 30, 1997 and the quarter
ended June 30, 1996.
    

RESULTS OF OPERATIONS
       

     Net revenue  increased  by $107,635,  to $215,861,  during the three months
ended June 30,  1997,  as compared to the same period in 1996.  The increase was
due to $47,828 of revenue  from sales of the  HumanCAD(R)  division's  MQPro(TM)
software,  which was launched in April 1997,  an increase in Product  Assessment
and  Redesign  revenue of $39,535,  and an  increase  of $22,500 in  Intelligent
Surface  Technology  ("IST")  revenue.  Net revenue  increased  by  $76,511,  to
$287,232,  during the six months  ended June 30,  1997,  as compared to the same
period in 1996.  The increase was primarily due to $54,876 of revenue from sales
of MQPro(TM) software.

     Direct costs  include  salaries,  product  costs,  equipment  purchases for
contracts,  consulting fees and certain other costs.  Gross profit may fluctuate
from period to period.  Factors influencing  fluctuations include the nature and
volume of services  provided  to  individual  customers  which  affect  contract
pricing,  the  Company's  success  in  estimating  contract  costs  (principally
professional  time),  the timing of hiring new  professionals,  who may  require
training before gaining experience, efficiencies and meeting customer demands.

     Direct  costs in total  increased  by $66,635,  to $71,178,  in the quarter
ended June 30, 1997, and by $101,061,  to $150,349, in the six months ended June
30, 1997, as compared to the same periods in 1996.  The first six months of 1996
reflect  lower  direct  costs  because  of a  credit  of  $148,960,  due  to the
elimination   of  a  reserve  no  longer  deemed   necessary.   Excluding   this
non-recurring  item,  direct costs were $18,575  lower in the three months ended
June 30 and $47,899  lower in the six months  ended June 30 than the  comparable
periods in 1996.

                                       8
<PAGE>

     As a result of the above,  gross  profit,  as set forth in the table below,
increased  by $41,000 for the quarter  ended June 30,  1997,  and  decreased  by
$24,550 for the six months  ended June 30, 1997,  as compared to the  comparable
periods in 1996.

<TABLE> 
<CAPTION>

                                  Three Months Ended June 30             Six Months Ended June 30
                                   1997                1996               1997              1996
<S>                              <C>                 <C>                <C>               <C>

Net revenue                      $215,861            $108,226           $287,232          $210,721

Direct costs                       71,178               4,543            150,349            49,288
                                ----------          ----------          ---------         ---------

Gross profit                     $144,683            $103,683           $136,883          $161,433

Gross profit %                      67%                 96%                48%               77%
</TABLE>


     Selling,  general and  administrative  expenses  increased  by $50,432,  to
$618,091, for the three months ended June 30, 1997, and decreased by $48,289, to
$1,027,026,  for the six months  ended June 30,  1997,  as  compared to the same
periods in 1996.  Included in these  figures  were  $252,675 of costs in the six
months  ended  June 30,  1997,  of which  $212,512  was  incurred  in the second
quarter, in connection with the launch of the HumanCAD(R)  division's  MQPro(TM)
software.  Offsetting this was a reduction in expenses relating to the Company's
Ergonomic  Consulting  Services  business of $162,080 in the three  months ended
June 30 and $300,964 in the six months ended June 30,  primarily in the areas of
legal costs,  salaries and benefits,  consulting  costs,  reporting and exchange
fees and insurance premiums.

     Research,  development  and  engineering  costs increased by $3,035 for the
quarter  ended June 30, 1997 and  decreased  by $16,083 for the six months ended
June 30, 1997 from the same periods in 1996.

     Net  interest  income  decreased by $11,383 for the three months ended June
30, 1997, and by $29,592 for the six months ended June 30, 1997, compared to the
periods ended June 30, 1996. This was due to a decrease in assets  available for
investment.

     Net loss,  as a result of the  above,  for the three  months and six months
ended June 30, 1997, was $490,437 and $908,678,  respectively,  as compared to a
net loss of $466,587 and $918,908 for the comparable period in 1996.

     There was no tax benefit for the three  months or six months ended June 30,
1997 and the three months or six months  ended June 30, 1996.  Losses which have
increased the future  availability of the net operating loss  carryforward  have
been offset by valuation allowances.

                                       9

<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

   
     Cash, cash equivalents and held-to-maturity  securities were $240,964 as of
June 30, 1997,  compared to $526,344 as of December  31, 1996.  Net cash used in
operating  activities,  mainly to cover the net loss,  was  $980,943 for the six
month period ended June 30, 1997. Financing  activities,  primarily the proceeds
from a private  placement  completed on March 28, 1997 provided $967,357 in cash
for the six month period ended June 30, 1997.

     Working  capital was $226,817 as of June 30, 1997,  compared to $438,669 as
of December 31, 1996.  The decrease of $211,852 or 48.2% in working  capital was
primarily  attributable to the proceeds from the private  placement,  reduced by
the net loss  incurred in the six months  ended June 30,  1997,  as well as cash
paid for deferred  acquisition and financing costs,  which have been capitalized
as non-current assets..
    

     The Company  expects that its working  capital,  together with revenue from
operations,  and the proceeds from future private placements,  will be more than
sufficient to meet any liquidity and capital  requirements  for the remainder of
1997.

     On March 19, 1997, the Company entered into an agreement with the owners of
Drew Shoe  Corporation  ("Drew")  whereby,  the Company will purchase all of the
Common Stock of Drew for approximately $5,000,000 subject to financing. Drew, of
Lancaster Ohio, is a 125 year-old leading designer, manufacturer and distributor
of medical footwear and orthotic products.  Drew represents an opportunistic and
synergistic vehicle for the Company to incorporate IST into medical footwear and
orthotic products, for diabetics, arthritics, and the aging population.

     The Company has  committed to spend  $230,000  during the remainder of 1997
for the development of the Microvalve,  which is a necessary  component relating
to certain applications of the IST.

PREPAID EXPENSES AND OTHER CURRENT ASSETs

   
     Prepaid  Expenses and Other  Current  Assets were  $197,365  compared  with
$74,491  on  December  31,  1996.  During  the  six  month  period  the  Company
accelerated its marketing  activities related to the launching of MQPro on March
10, 1997. The impact of the launch related  activities,  including marketing and
product  packaging,  occurred  primarily in the second  quarter of the Company's
fiscal year..  Approximately  $105,000 of expenses associated with the launching
of MQPro  (consisting  principally  of inventory  of  brochures,  sales  sheets,
folders, an exhibit booth, etc.) are being charged to operations as used.

DEFERRED ACQUISITION AND FINANCING COSTS

     Deferred  acquisition and financing costs consist of professional fees, due
diligence costs, investment banking fees and consultant fees associated with the
Company's  planned  purchase  of Drew Shoe  Corporation  and  related  necessary
financing. Such amount increased by approximately $281,144 during the six months
ended June 30, 1997.
    


                                       10

<PAGE>

         PART II. OTHER INFORMATION
                  -----------------

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K
         --------------------------------

         (A)      EXHIBITS.
                  ---------

   
                  10.53     Employment Agreement dated January 1, 1997, between
                            Michael Strauss and the Company (1)

                  10.54     Employment Agreement dated January 1, 1997, between
                            Robert Wong and the Company (1)

                  10.55     Consulting Agreement dated April 7, 1997, between
                            Masthead Management and the Company (1)

                  27        Financial Data Schedule

                  (1)       Filed as an Exhibit to Registrant's Form 10-QSB for 
                            the quarter ended June 30, 1995 (file no. 0-18109) 
                            and incorporated by reference thereto
    


         (B)      REPORTS ON FORM 8-K
                  -------------------

                  No reports  were filed on Form 8-K during the six month period
                  ended June 30, 1997.

                                       11
<PAGE>




                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.


                            BCAM INTERNATIONAL, INC.


   
Dated: October 28, 1997               By: /s/  Michael Strauss
       ---------------                   --------------------
                                         Michael Strauss
                                         Chairman of the Board of Directors
                                         Chief Executive Officer


Dated: October 28, 1997               By: /s/ Robert P. Wong
       ---------------                   ------------------
                                         Robert P. Wong
                                         Vice Chairman of the Board of Directors
                                         Chief Technology Officer
                                         Acting Chief Financial Officer
    

                                       12
<PAGE>


                                INDEX OF EXHIBITS
                                -----------------

Exhibit No.                Exhibit
-----------                -------

   
27                         Financial Data Schedule
    

                                       13
<PAGE>