SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-QSB

(Mark One)

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

                  For the quarterly period ended September 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: 16,677,233
                                                 ----------

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

<PAGE>
                            BCAM INTERNATIONAL, INC.



PART I.  FINANCIAL INFORMATION:

Item 1.  Financial Statements

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

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

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

Condensed Consolidated Statements of Changes in Shareholders' Equity -
   Nine Months Ended September 30, 1997 (Unaudited)........................... 6

Notes to Condensed Consolidated Financial Statements - September 30, 1997
  (Unaudited)..................................................................7

Item 2.  Management's Discussion and Analysis of Financial Condition
             and Results of Operations........................................13

PART II.  OTHER INFORMATION

Item 2. Changes in Securities.................................................15

Item 6.  Exhibits and Reports on Form 8-K.....................................18


SIGNATURES....................................................................20

INDEX OF EXHIBITS.............................................................21

                                       2
<PAGE>


<TABLE>
<CAPTION>

                                         BCAM INTERNATIONAL, INC.
                             CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)
                                            SEPTEMBER 30, 1997
<S>                                                                                       <C>
Current assets:
    Cash and cash equivalents                                                             $    3,297,000
    Accounts receivable, less allowance for doubtful accounts of
       approximately $11,000                                                                   1,858,000
    Unbilled receivables                                                                          51,000
    Inventory                                                                                  6,411,000
    Prepaid expenses and other current assets                                                    315,000
                                                                                          ---------------
Total current assets                                                                          11,932,000

Property, plant, and equipment, at cost:
    Land & buildings                                                                             825,000
    Equipment, furniture and fixtures                                                          2,405,000
    Leasehold improvements                                                                        50,000
                                                                                          ---------------
                                                                                               3,280,000
    Less accumulated depreciation and amortization                                              (725,000)
                                                                                          ---------------
                                                                                               2,555,000
Deferred finance costs                                                                           791,000
Other assets, principally patents and capitalized software
    (net of accumulated amortization of $110,000)                                                494,000
                                                                                          ---------------
Total assets                                                                              $   15,772,000
                                                                                          ===============

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
    Accounts payable                                                                      $    1,287,000
    Secured notes payable                                                                        450,000
    Accrued expenses and other current liabilities                                             1,604,000
    Current portion of long term debt                                                            176,000
                                                                                          ---------------
Total current liabilities                                                                      3,517,000

Long term debt, net of current maturities                                                      4,195,000
Convertible Notes payable, net of unamortized amount
    allocated to warrants                                                                      4,509,000
Other liabilities                                                                                  4,000
Minority interest                                                                              1,060,000
Commitments and contingencies                                                                          -
Acquisition preferred stock, none outstanding

Common shareholders' equity:
    Common stock, par value $.01 per share; authorized 40,000,000 shares,
    17,440,415 shares issued and 16,677,233 shares outstanding                                   174,000
    Paid-in surplus                                                                           25,001,000
    Unamortized financing charge                                                              (5,746,000)
    Deficit                                                                                  (16,043,000)
                                                                                          ---------------
                                                                                               3,386,000
    Less 763,182 treasury shares                                                                (899,000)
                                                                                          ---------------
                                                                                               2,487,000
                                                                                          ---------------
Total liabilities and shareholders' equity                                                $   15,772,000
                                                                                          ===============

See accompanying notes
</TABLE>

                                       3
<PAGE>
<TABLE>
<CAPTION>


                            BCAM INTERNATIONAL, INC.
           CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)


                                               THREE MONTHS ENDED SEPTEMBER 30             NINE MONTHS ENDED SEPTEMBER 30
                                            --------------------------------------     ----------------------------------------
                                                   1997                 1996                   1997                 1996
                                            -----------------    -----------------     ------------------   -------------------
<S>                                         <C>                  <C>                    <C>                 <C>

Revenues
     Sales                                  $    353,000         $             -        $    353,000        $              -        
     Services                                    100,000                 158,000             314,000                 356,000
     Software and license revenue                 30,000                  15,000             104,000                  28,000
                                            -------------        ----------------       -------------       -----------------
          Total                                  483,000                 173,000             771,000                 384,000

Cost of revenues                                 291,000                 108,000             442,000                 157,000
                                            -------------        ----------------      --------------       -----------------

     Gross profit                                192,000                  65,000             329,000                 227,000

Selling, general and administrative              915,000                 294,000           1,943,000               1,370,000
Research & development                            53,000                  33,000              83,000                  79,000
                                            -------------        ----------------      --------------       -----------------
Total operating expenses                         968,000                 327,000           2,026,000               1,449,000
                                            -------------        ----------------      --------------       -----------------

     Income (loss) from operations              (776,000)               (262,000)         (1,697,000)             (1,222,000)


Other Income (Expense)
     Interest and financing costs               (376,000)                 (5,000)           (378,000)                 (5,000)

     Interest income                               7,000                  14,000              21,000                  55,000
                                            -------------        ----------------      --------------       -----------------
                                                (369,000)                  9,000            (357,000)                 50,000

Minority interests                              (788,000)                      -            (788,000)                      -

                                            -------------        ----------------      --------------       -----------------
Net loss                                    $ (1,933,000)        $      (253,000)      $  (2,842,000)       $     (1,172,000)
                                            =============        ================      ==============       =================

Net loss per share                          $      (0.12)        $          0.02)      $       (0.18)       $          (0.08)
                                            =============        ================      ==============       =================

Weighted average number of common
   shares outstanding                         16,052,450              14,877,233          15,807,260               14,864,605
                                            =============        ================      ==============       ==================

See accompanying notes
                                       
</TABLE>
                                        4
<PAGE>
<TABLE>
<CAPTION>


                            BCAM INTERNATIONAL, INC.

           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

                                                                                       NINE MONTHS ENDED SEPTEMBER 30
                                                                                 ------------------------------------------
                                                                                        1997                     1996
                                                                                 ------------------       -----------------

OPERATING ACTIVITIES
<S>                                                                              <C>                      <C>

Net loss                                                                         $     (2,842,000)        $    (1,172,000)
Adjustments to reconcile net loss to net cash used in operating activities
      Depreciation and amortization                                                        82,000                 107,000
      Amortization of Unamortized financing charge and Deferred finance costs             192,000                       -
      Non-cash Minority interest charge                                                   788,000                       -
      Changes in operating assets and liabilities:
         Accounts receivable, billed and unbilled                                          33,000                 (26,000)
         Inventory                                                                        (43,000)                      -
         Prepaid expenses and other current assets                                        (10,000)                 56,000
         Accounts payable, accrued expenses and sundry liabilities                        553,000                (210,000)
         Other liabilities                                                                      -                  39,000
                                                                                 ------------------       -----------------
Net cash (used in) operating activities                                                (1,247,000)             (1,206,000)
                                                                                 ------------------       -----------------

INVESTING ACTIVITIES
Cash paid for purchase of shares of Drew Shoe                                          (3,882,000)                      -
Cash paid for costs to acquire Drew Shoe                                                 (475,000)                      -
Purchase of equipment                                                                     (88,000)                      -
Investment in software technology and other                                              (119,000)               (112,000)
Proceeds from sale of held to maturity securities                                               -               1,500,000
                                                                                 ------------------       -----------------
Net cash (used in) provided by investing activities                                    (4,564,000)              1,388,000
                                                                                 ------------------       -----------------

FINANCING ACTIVITIES
Proceeds from sale of common stock                                                      1,075,000                       -
Proceeds from sale of preferred stock minority interest of subsidiary                   1,200,000                       -
Proceeds from sale of Convertible Notes and Warrants                                    6,000,000                       -
Proceeds, net, from new bank financing arrangement at Drew Shoe                         1,135,000                       -
Payment of existing debentures due to former Drew Shoe shareholders                      (845,000)                      -
Proceeds from short-term debt                                                             450,000                 600,000
Drawdown (payment) of revolving credit agreement                                          250,000                       -
Net proceeds from exercise of options                                                           -                  18,000
Cash paid for deferred financing, stock issuance and registration costs                  (668,000)                (68,000)
All other, net                                                                             47,000                       -
                                                                                 ------------------       -----------------
Net cash provided by financing activities                                               8,644,000                 550,000
                                                                                 ------------------       -----------------

(Decrease) increase in cash and cash equivalents                                        2,833,000                 732,000
Cash and cash equivalents at beginning of period                                          464,000                 702,000
                                                                                 ==================       =================
Cash and cash equivalents at end of period                                       $      3,297,000         $     1,434,000
                                                                                 ==================       =================

See accompanying notes

</TABLE>
                                        5
<PAGE>
<TABLE>
<CAPTION>
                               BCAM International

             Consolidated Statements of Common Shareholders' Equity

                                                                                                             SHARES
                            COMMON STOCK                                                                      HELD  
                          $.01  PAR VALUE         PAID-IN    UNAMORTIZED                                       IN
                         SHARES      AMOUNT       SURPLUS     FINANCE         DEFICIT        SUBTOTAL       TREASURY       TOTAL
                                                               COSTS
                  ------------------------------------------------------------------------------------------------------------------
<S>                  <C>          <C>         <C>           <C>            <C>            <C>            <C>          <C>

Balance at           15,642,915   $  156,000  $ 14,959,000  $           -  $ (13,201,000  $  1,914,000   $ (899,000)  $  1,015,000
January 1, 1997                                                     
                  ------------------------------------------------------------------------------------------------------------------

Shares issued in      1,075,000       11,000     1,064,000              -              -     1,075,000            -      1,075,000  
  connection with    
  January 1997
  Private Placement
Registration and             
  issuance costs              -            -       (36,000)             -              -       (36,000)           -        (36,000)
To account for
  Convertible
  Notes:
  Allocation to               -            -     1,500,000              -              -     1,500,000            -      1,500,000
   detachable                                   
   warrants
  Beneficial                  -            -     5,925,000     (5,925,000)             -             -            -              -  
  feature
Shares issued in        375,000        4,000       446,000              -              -       450,000            -        450,000
  acquisition of                                       
  Drew Shoe        
Shares and              347,500        3,000       944,000              -              -       947,000            -        947,000
  financing 
  options granted
  in connection
  with                                                         
  acquisition                   
Amortization of               -            -             -        179,000              -       179,000            -        179,000  
  Deferred                                                   
  financing charges
Amortization of               -            -       788,000              -              -       788,000            -        788,000  
  minority interest                              
Acquisition                   -            -      (589,000)             -              -      (589,000)           -       (589,000) 
  financing costs                              
Net loss                      -            -             -              -     (2,842,000)   (2,842,000)           -     (2,842,000) 
                                                                       
                  ------------------------------------------------------------------------------------------------------------------
Balance at           17,440,415   $  174,000  $ 25,001,000    $(5,746,000)   (16,043,000)  $ 3,386,000    $(899,000)    $2,487,000
September 30,                                                
1997
                  ==================================================================================================================
See accompanying
notes.
</TABLE>

                                       6
<PAGE>


                            BCAM INTERNATIONAL, INC.
                                 (THE "COMPANY")

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

                               SEPTEMBER 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
adjustments and accruals) considered necessary for a fair presentation have been
included.  Operating  results for the three-month  and nine-month  periods ended
September 30, 1997 include the  financial  position and results of operations of
Drew Shoe  Corporation  ("Drew  Shoe") since its  acquisition  by the Company on
September  22,  1997  (see  Note  2) and  are,  in any  event,  not  necessarily
indicative of the results that may be expected for the year ending  December 31,
1997.

     For  further  information,  refer  to the  audited  consolidated  financial
statements  and related notes  thereto of the Company  included in the Company's
annual report on Form  10-KSB/A for the year ended  December 31, 1996 as well as
the audited  financial  statements  and related notes thereto of Drew Shoe as of
December 31, 1996 and for the years ended December 31, 1996 and 1995 included in
Form 8-K/A dated October 31, 1997.

2.  ACQUISITION OF DREW SHOE CORPORATION

     Effective  September 22, 1997, the Company  acquired all of the outstanding
Common Stock of Drew Shoe for approximately  $4.7 million plus the assumption of
liabilities.  The purchase price was paid by delivery to the two shareholders of
Drew  Shoe of an  aggregate  of  $3,882,000  in  cash,  promissory  notes in the
aggregate  principal  amount of  $400,000  and by delivery  of an  aggregate  of
375,000  unregistered shares of the Company's Common Stock to one seller (valued
at   approximately   $1.20  per  share  to  reflect  a  discount   for  lack  of
registration).  The promissory  notes bear an interest rate of 8% per annum, are
due on September  19, 1999,  and are payable in  twenty-four  (24) equal monthly
installments  aggregating  $8,333.34  (plus interest) with final payments due in
the twenty-fifth (25th) month aggregating $200,000.

     See Note 3 and "PART II, Item 2.  Changes in  Securities  (ii)  Acquisition
financing",  for a description of the securities  issued in order to finance the
acquisition of Drew Shoe.

     Simultaneously with the acquisition,  Drew Shoe entered into a $5.5 million
credit  facility with a commercial  bank  (guaranteed  by the Company)  which is
further described in Note 4.

     Drew Shoe is a designer, manufacturer,  marketer and distributor of medical
footwear  headquartered  in  Lancaster,  Ohio. In addition Drew Shoe operates 14
retail shoe specialty  stores.  The Company has accounted for its acquisition of
Drew Shoe  under the  purchase  method of  accounting.  Under such  method,  the
purchase  price paid plus costs of the  acquisition  are allocated to the assets
and  liabilities  of the acquired  company based on the estimated  fair value of
assets and liabilities  acquired.  The remaining amount, if any, is allocated to
goodwill.  The results of  operations of the acquired  company are  consolidated
with the Company's  operations  beginning on the date of purchase.  At September
30, 1997, a preliminary estimate of the fair value of assets and liabilities has
been made based upon data which is preliminary and subject to change. Based upon
such  preliminary  evaluation at September 30, 1997, there is no material amount
of goodwill to be recorded in the acquisition of Drew Shoe.

     The following  summary shows the unaudited  pro-forma results of operations
assuming  that the Company had  purchased  Drew Shoe as of the beginning of each
period  shown.  This  information  gives  effect to the  increased  interest and
financing  costs  (excluding  certain  material non recurring  charges which are
discussed  in  Notes 3 and  5),  the  amortization  of  fair  value  adjustments
principally for increased  depreciation and, in 1996, the allocation to the nine
months of  certain  adjustments  recorded  at the end of the year 1996 which are
attributable  to earlier in the year.  The Company has not  included a provision
for income taxes  because it believes that it will have  sufficiently  available
net operating losses available to offset anticipated profits from Drew Shoe.

                                                       Nine Months Ended
                                                       -----------------
                                                     1997             1996
                                                     ----             ----

 Revenues                                        $11,820,000      $11,357,000
                                                    ========        =========
 Loss from Operations (excluding               (    900,000)      ( 1,049,000)
   non-recurring charges)                           ========        =========
 Net loss (excluding non-recurring charges)      (1,729,000)      ( 1,787,000)
                                                    ========        =========
 Net loss per share                                  (0.11)           (0.12)
                                                    ========        =========

3. 10%/13% CONVERTIBLE NOTES AND WARRANTS

     In order to fund the  acquisition of Drew Shoe and provide  working capital
to  the  Company,  on  September  19,  1997,  the  Company  issued  subordinated
convertible  notes  (the  "Convertible  Notes"),  and  Non-Redeemable  Class  DD
Warrants,  in the aggregate amount of $6,000,000.  The Convertible Notes are due
on September  19,  2002,  unless at any time after  September  19, 1998 they are
converted,  at $.80 per  share,  into  7,500,000  shares of Common  Stock of the
Company.   The  Convertible   Notes  bear  an  interest  rate  of  10%,  payable
semi-annually,  but the Company, at its discretion, may pay interest in the form
of its Convertible Notes in which case the annual interest rate becomes 13% with
semi-annual  compounding.  The Convertible Notes require the Company to maintain
compliance with certain  financial  covenants  including  maintenance of minimum
levels of interest coverage and net worth (as defined).

     The  Non-Redeemable  Class DD  Warrants  entitle  the  holders to  purchase
2,400,000  shares  of  common  stock at  $1.75  per  share at any time  prior to
September  19,  2002.  The Company  has,  under  generally  accepted  accounting
principles,  allocated approximately  $1,500,000 of the $6,000,000 received from
the sale of the  Convertible  Notes and Warrants as the  estimated  value (based
upon a  "Black  Scholes"  calculation)  of the  detachable  warrants  issued  in
connection with the Convertible Notes and as a discount to the value assigned to
the Convertible  Notes. Such amount is included with deferred financing costs in
the accompanying Condensed Consolidated Balance Sheet and will be amortized over
the five year term of the Convertible Notes.

     The market  value of the  Company's  common  stock on the  Nasdaq  SmallCap
market on the date of the transaction was approximately $1.50.

     The private  placement  of  convertible  notes and warrants to one investor
group  (aggregating  $5,000,000  of the  total  $6,000,000)  was  made  with the
assistance of an investment  banker who charged a cash fee of 6% ($300,000) plus
187,500  unregistered  shares  of  common  stock  (valued  at $1.20 per share to
reflect a small  discount  for lack of  registration),  and warrants to purchase
500,000 shares of common stock at an exercise  price of $0.80 per share,  of the
Company.  The cash  fee,  shares of stock and the  estimated  fair  value of the
warrants aggregate  approximately  $1,000,000.  This amount has been apportioned
between Deferred financing costs (45%) and Shareholders  equity (55%) based upon
the estimated  values of the debt vs. equity  components of the  financing.  The
portion allocated to Deferred financing costs (approximately $450,000), together
with legal and other costs of the  transaction are being amortized over the five
year term of the  Convertible  Notes.  There  were no  investment  banking  fees
associated with the remaining $1,000,000 of proceeds.

     In response to  positions  recently  taken by the  Securities  and Exchange
Commission,  Emerging  Issues Task Force  Statement  D-60 has been issued  which
requires certain new accounting for securities issued which are convertible into
common stock at a value which is beneficial at the date of issuance (such as the
Convertible Notes described above and the Preferred Stock of BCA Services, Inc.,
a subsidiary of the Company, described in Note 5). This accounting requires that
such value be charged to operations (based upon the traded market price, without
discount, compared to the conversion price) in the case of a convertible note or
to retained  earnings as a dividend  in the case of a  preferred  stock,  over a
period  reflecting the shortest period in which the investor has to exercise and
under the most favorable terms to the investor. As such, the Company has charged
approximately  $5,925,000 (representing the beneficial of the conversion feature
of the  Convertible  Notes  measured  at the date of  issuance)  to  Unamortized
financing   charge  in  the   shareholders   equity  section  of  its  Condensed
Consolidated  Balance  Sheet.  Such  amount is being  charged  to  Interest  and
financing  costs in the  Consolidated  Statements  of  Operations at the rate of
approximately  $1,481,000 per quarter until  September 19, 1998.  This charge to
operations  is  considered  a  non-recurring  charge in the  preparation  of the
summary pro-forma data contained in Note 2.  Approximately  $180,000 was charged
to Interest and financing  costs in the quarter ended  September 30, 1997.  This
charge will be in addition to amortization of Deferred  financing costs and, the
value  assigned  to the  detachable  warrants  issued  in  connection  with  the
Convertible  Notes  (approximately  $1,500,000),  over the five year term of the
Convertible Notes.

4. LONG TERM DEBT

     Simultaneously  with the acquisition,  the Company through its wholly owned
subsidiary,  Drew  Shoe,  entered  into  a  $5,500,000  credit  facility  with a
commercial  bank  consisting of: (i) a revolving line of credit up to $4,500,000
(which  is based  upon  agreed  upon  percentages  of  accounts  receivable  and
inventory) and (ii) a term loan of $1,000,000.  As of the Drew Shoe acquisition,
the Company believes there to be approximately  $4,500,000  available under this
credit facility (approximately $3,750,000 of which was drawn down to pay certain
existing  liabilities of Drew Shoe, including an existing liability to that bank
of  approximately  $2,655,000 and debentures  payable to former  shareholders of
approximately  $845,000, and to transfer $250,000 to the Company). The revolving
line of credit matures on September 30, 1999, and calls for current  payments of
interest  at a rate of prime  plus  1.5%.  The term loan  portion  of the credit
facility (in the principal  amount of $1,000,000) also bears an interest rate of
prime plus 1.5% and is payable in monthly  installments  through  September  30,
2000.  Both the  revolving  line of credit and term loan may be used for general
working capital purposes and are guaranteed by the Company.  The credit facility
with this bank requires Drew Shoe to maintain  compliance with certain financial
covenants,  principally net worth, and contains  restrictions on the transfer of
cash to the Company.




         At September 30, 1997, long term debt consists of the following:

                                                             September 30, 1997

         Revolving credit arrangement with a bank,
         payable on September 19, 1999, bearing
         interest at prime plus 1.5 %                                $2,737,000

         Term Loan  agreement with a bank,  bearing  
         interest at prime plus 1.5% payable in monthly  
         principal  installments  of $11,000  plus  interest
         through September 30, 2000                                   1,000,000

         Notes payable to sellers of Drew Shoe,  bearing 
         interest at 8%, calling for monthly payments of 
         principal aggregating $8,333 plus interest with
         balloon payments aggregating $200,000 on 
         September 19, 1999                                             400,000

         Amount  payable  to parties  related to former
         owners of Drew Shoe due September 30, 1998, bearing 
         interest at prime                                              214,000

         Other, net                                                      20,000
                                                                      ----------
                  total long term debt                                4,371,000
                  less: current portion                                 176,000
                                                                      ---------
                                                                     $4,195,000
                                                                      =========

     On October 2, 1997,  $250,000 of the amount outstanding under the revolving
credit was  repaid.  Costs  incurred in  connection  with the bank term loan and
revolving credit total approximately  $75,000,  are included in Deferred finance
cost and are being  amortized to Interest  and finance cost using the  effective
interest method.


5. SALE OF PREFERRED STOCK OF SUBSIDIARY

     On July 22, 1997 BCA  Services,  Inc.  ("BCA"),  a previously  wholly-owned
subsidiary of the Company,  commenced an Offering (the "Offering") to sell up to
150 shares of BCA's  Convertible  Preferred Stock (the "Preferred  Stock") for a
total consideration of $1,500,000 in a private offering to accredited investors.

     The Preferred  Stock is  convertible  into shares of the  Company's  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", effectively a maximum 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.

     Pursuant to the terms of the  Offering,  the Company  divided the  Offering
into three tranches. The first tranche, to purchase 50 shares of Preferred Stock
for $500,000,  closed on July 24, 1997; the second tranche to purchase 50 shares
of Preferred  Stock for $500,000,  closed on September 8, 1997.  The Company has
until  November  7, 1997  (unless  extended)  to draw  down the  third  tranche,
presuming effectiveness of a registration statement (see below).

     On September 18, 1997,  BCA completed a separate  offering of its Preferred
Stock,  plus  warrants,  for  $200,000 on similar  terms and  conditions  as the
Offering  (excluding the existing Fixed Conversion Price and certain fees). As a
result of this  offering,  20 shares of Preferred  Stock  (convertible  into the
Company's  common  stock at a maximum  price of $0.9331 per share) were  issued,
along with  Non-Redeemable  Class CC Warrants to purchase up to 10,000 shares of
Common Stock (at $1.0264 per share).

     In addition,  for each 50 shares of Preferred  Stock sold,  each  purchaser
received  Non-Redeemable  Class BB Warrants  to purchase up to 25,000  shares of
common stock per $500,000 raised,  exercisable at a rate of 110% of the Variable
Conversion  Price on the first  closing  date.  The warrants have a term of five
years and the common stock underlying the warrants contain  registration rights.
In  connection  with the first and second  tranches,  warrants to purchase up to
50,000 shares of common stock, at $.7219 per share, were issued.

     The two  private  placements  of BCA  preferred  stock  were  made with the
assistance of a placement agent who charged a commission of 8% in fees and 2% in
expenses  plus  warrants  to  purchase  up to 75,000  (50,000 of which have been
issued in conjunction with the first two tranches) shares of common stock of the
Registrant  at  approximately  $0.72  per  share,  for five  years for the first
offering and 6% in fees and no warrants for the second offering.

     The Preferred  Stock contains a penalty  provision  permitting  redemption,
together with  penalties,  at the option of the holder if the underlying  common
stock is not  registered  under an  effective  registration  statement  prior to
approximately  January 4, 1998. A separate economic penalty (increased dividends
of 3% per month retroactive to July 24, 1997 and continuing until effectiveness)
would be triggered by the absence of effectiveness,  assuming good faith efforts
of the  Company,  of such a  registration  statement  by November  4, 1997.  The
Company's  registration  statement  covering the shares underlying the Preferred
Stock was declared  effective on November 12, 1997 and the parties agreed to the
cancellation of the penalty provisions.

     See Note 3 regarding  certain  accounting  treatment called for by Emerging
Issues Task Force Statement D-60.  Because the Preferred Stock issued is that of
a subsidiary,  but is  convertible  into shares of the Company,  the Company has
recorded the Preferred  Stock of the  subsidiary as "Minority  interests" in the
consolidated   financial   statements.   The  Company  has  immediately  charged
approximately  $788,000  related  to the  "beneficial"  conversion  feature  for
amounts drawn down in the quarter ended September 30, 1997 to Minority interests
in the  accompanying  Statement of  Operations.  Such amount is considered a non
recurring  charge  in  preparation  of the  summary  pro  forma  data in Note 2.
Additional  charges  would occur if and when the third  tranche is drawn down in
the fourth quarter of 1997.

6. 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.

7. OTHER

     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.

     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 nine months  ended  September  30, 1997 and the three months and nine
months ended September 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.

     WARRANTS,  OPTIONS,  BONUS  COMPENSATION  - In  September  1997  options to
purchase  approximately  2,097,000  shares of common  stock of the Company  were
approved by the Board of Directors  for  issuance to  employees,  directors  and
consultants (including 1,500,000 for three executive officers of the Company and
its Human CAD  subsidiary) at a price of  approximately  $1.52 per share. Of the
options issued, options to purchase  approximately  1,922,000 shares are subject
to  approval  at the  next  meeting  of  the  shareholders  of  the  Registrant.
Accordingly,  the  Company  may be  subject  to a charge  to  operations  if the
exercise  price of the options  granted  exceeds the market  price of the common
stock  on the  date of  shareholder  approval.  Such  charge,  if any,  could be
material.  In September  1997,  the Board of Directors  approved a cash bonus of
$75,000 for the Company's  Chairman,  President and Chief  Executive  Officer in
recognition  of his efforts to complete  the Drew Shoe  acquisition  and related
acquisition and pre-acquisition  financing (totaling approximately $11 million).
Additionally,  approximately  $25,000  of  deferred  increases  in pay  for  two
executive  officers  were paid and charged to operations in the third quarter of
1997.

     COSTS OF  FINANCINGS  NOT  COMPLETED-  In the third  quarter  of 1997,  the
Company  was able to secure  more  favorable  acquisition  financing  and credit
facility for its acquisition of Drew Shoe than it had originally expected.  As a
result,  the Company did not  complete a proposed  acquisition  financing  and a
proposed credit facility.  Costs associated with such uncompleted  financings of
approximately  $130,000  were  charged to Interest  and  financing  costs in the
quarter ended September 30, 1997.

     ANTIDILUTION   ADJUSTMENTS  TO  CLASS  B  WARRANTS  AND  CLASS  E  WARRANTS
-Principally  as a result of the Drew  Shoe  acquisition  financing  (as well as
other items),  the exercise price and number of shares subject to existing Class
B Warrants and Class E Warrants  have been  adjusted  pursuant to  anti-dilution
provisions. The revised amounts are as follows:

                                        Number of Shares        Total Shares
                       Exercise Price     Per Warrant        Subject to Warrants
Class B Warrants:
               Previous    $1.50              1.2                  969,191
                Current    $1.14              1.6                1,292,254
Class E Warrants:
               Previous    $1.25              1.1                  540,747
                Current    $0.95              1.5                  737,382

     SHORT TERM NOTE  PAYABLE - On  September  11,  1997,  the company  borrowed
$450,000  from a commercial  bank,  secured by certain  deposits of the Company.
Such  amount was  repaid,  with  interest  at the prime rate (8%) on October 14,
1997.

     RECLASSIFICATIONS  -  Certain  reclassifications  have  been  made  to  the
consolidated  financial statements for the prior year in order to conform to the
classifications used in the current period.

     OTHER - There is no material amount of recognized revenue on
uncompleted short term consulting  contracts  accounted for under the percentage
of completion method of accounting.


--------------------------------------




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

RESULTS OF OPERATIONS

     Effective  September 22, 1997, the Company  acquired all of the outstanding
Common Stock of Drew Shoe for approximately  $4.7 million plus the assumption of
liabilities.  Drew Shoe is a designer,  manufacturer,  marketer and  distributor
(both wholesale and retail) of medical  footwear.  The Company has accounted for
its acquisition of Drew Shoe under the purchase  method of accounting.  As such,
the  results of  operations  of Drew Shoe are  consolidated  with the  Company's
operations for the quarter and nine months for eight days beginning on September
22, 1997. Drew Shoe's revenues  during that period were  approximately  $353,000
and it had no  operating  income  because that short  period of  operations  was
interrupted by physical inventory counting necessitated by the acquisition.

     The Company  expects that Drew Shoe, with revenues of over $14.5 million in
calendar 1996, will be a significant contributor to revenues in future quarters.
Further,  the  Company  expects  to take  steps to build  the  revenue  base and
profitability of Drew Shoe.

     Revenues from non Drew Shoe business activities were approximately  $43,000
(25%) lower for the quarter  ended  September  30,  1997  compared to 1996.  The
reduction  in the  current  year  reflects  customer  delayed  starts of certain
consulting  projects  and lower than  expected  software  and  license  revenue.
Revenues for the nine months ended September 30, 1997 were approximately $34,000
(9%) higher for the nine months compared to the prior year.

     Selling,   general  and   administrative   costs  reflect  an  increase  of
approximately  $297,000 from the sequentially  preceding  quarter.  The increase
consists principally of approximately  $138,000 related to the inclusion of Drew
Shoe expenses and approximately  $100,000 related to executive bonus and payment
of deferred  compensation.  The quarterly  selling,  general and  administrative
costs are higher  than the prior year  because of the factors  described  in the
preceding  sentence as well as marketing and other investments being made in the
HumanCAD business and other matters.

     Interest  and  financing  costs  for the  quarter  and  nine  months  ended
September  30, 1997  consisted  principally  of: (i)  non-cash  amortization  of
Unamortized  financing  charge as a result of the  application of EITF Statement
D-60 (approximately  $180,000), (ii) costs of financings which the Company chose
not to  complete  (approximately  $130,000)  as well as  (iii)  amortization  of
Deferred  finance  costs  and  accrual  for  interest.  See Note 3 to  financial
statements  regarding  the  significant  non cash charge which  results from the
accounting under EITF Statement D-60.

     Non-cash  charges to minority  interests of $788,000 during the quarter and
nine months ended  September 30, 1997 reflect the  accounting for the beneficial
conversion feature of subsidiary preferred stock issued during the quarter. Such
accounting, in accordance with EITF Statement D-60 is described in Note 5 to the
condensed financial statements.

LIQUIDITY AND CAPITAL RESOURCES

     The  September  22,  1997  purchase of Drew Shoe  results in a  significant
improvement  in the  financial  position,  working  capital and liquidity of the
Company.   This  results  from:  (i)  the  issuance  of  $6,000,000  of  10%/13%
Convertible Notes, due 2002, and Warrants,  (ii) the credit facility with a bank
and (iii) the purchase of significant operating assets in Drew Shoe (principally
inventory,   receivables,   facilities  and  equipment),  net  of  expenses  and
liabilities associated with the transactions.  The Company's financial position,
working  capital  and  liquidity  was also  improved  during the  quarter by the
issuance of $1,200,000 of convertible  preferred stock of a subsidiary (see Note
5 to condensed  financial  statements).  As a result,  the  Company's  financial
position has changed, during the quarter ended September 30, 1997, as follows:

                       September 30, 1997       June 30, 1997     Improvement
                      ------------------        -------------     -----------

 Cash                    $  3,297,000           $   240,000      $  3,057,000

 Working capital         $  8,415,000           $   226,000      $  8,189,000

 Total Assets            $ 15,772,000           $ 1,559,000      $ 14,213,000

 Shareholders equity     $  2,487,000           $ 1,161,000      $  1,326,000

     These  improvements  are  supported  by  increases  in  debt  for  (i)  the
Convertible Notes, (ii)  approximately  $400,000 in notes payable to the sellers
of Drew Shoe, (iii) approximately $3,700,000 of borrowings under a term loan and
revolving  credit facility from a bank, (iv)  approximately  $450,000 in a short
term note payable in October 1997 and (v)  approximately  $225,000 in other long
term debt.  Subsequent to September 30, 1997,  the $450,000  short term note was
repaid, as was $250,000 under the revolving credit arrangement at Drew Shoe. See
Notes  3,  4,  5 and 7 to  Condensed  Consolidated  Financial  Statements  for a
description of the terms of the Convertible Notes, credit facility,  convertible
preferred stock and short term note payable.

     The Company  believes  that its  liquidity and capital needs for the coming
twelve  months can be  supported  by its present cash  resources.  However,  the
Company's plans for the coming months anticipate further  acquisitions,  some of
which could be material, and further investment in what it believes to be a high
potential software product.  Such business  development  activities could likely
require the Company to raise  additional  capital (debt or equity or convertible
securities) to support its plans to grow the business.

FORWARD-LOOKING STATEMENTS

     Information set forth in this Form 10-QSB regarding the Company's plans for
future operations constitutes "forward-looking statements" within the meaning of
Section 27A of the  Securities  Act of 1933, as amended,  and Section 21E of the
Securities Exchange Act of 1934, as amended


         PART II. OTHER INFORMATION


ITEM 2.  CHANGES IN SECURITIES

     (I) PREFERRED  STOCK OF BCA  SERVICES,  INC.  ("BCA"),  A SUBSIDIARY OF THE
COMPANY- On July 22, 1997 BCA Services,  Inc. ("BCA"), a previously wholly-owned
subsidiary of BCAM  International,  Inc. (the "Company"),  commenced an Offering
(the "Offering") to sell up to 150 shares of BCA's  Convertible  Preferred Stock
(the "Preferred  Stock") for a total  consideration of $1.5 million in a private
offering to accredited investors.

     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",  effectively a maximum  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.

     In addition,  for each 50 shares of Preferred  Stock sold,  each  purchaser
received  Non-Redeemable  Class BB Warrants  to purchase up to 25,000  shares of
Common Stock per $500,000 raised,  exercisable at a rate of 110% of the Variable
Conversion  Price on the first  closing  date.  The warrants have a term of five
years and the Common Stock underlying the warrants contain registration rights.

     Pursuant to the terms of the  Offering,  the Company  divided the  Offering
into three tranches. The first tranche, to purchase 50 shares of Preferred Stock
for $500,000,  closed on July 24, 1997; the second tranche to purchase 50 shares
of Preferred  Stock for $500,000,  closed on September 8, 1997.  The Company has
until  November  7, 1997  (unless  extended)  to draw  down the  third  tranche,
presuming  effectiveness of a registration statement (see below). The purchasers
of the  securities  issued under the first two tranches  were two  institutional
investors including Autost Anstalt Schaau,  which purchased a total of 50 shares
of Preferred  Stock  (convertible  into the Company's  common stock at a maximum
price of $0.6563 per share) and  warrants to  purchase  25,000  shares of common
stock (at $.7219 per share),  and UFH  Endowment,  Ltd.,  which also purchased a
total of 50 shares of  Preferred  Stock Stock  (convertible  into the  Company's
common  stock at a maximum  price of $0.6563 per share) and warrants to purchase
25,000 shares of common stock (at $.7219 per share).

     On September  18,  1997,  BCA closed a separate  offering of its  Preferred
Stock plus warrants for $200,000 on similar terms and conditions as the Offering
(excluding the Fixed  Conversion  Price and certain  fees).  As a result of this
offering,  20 shares of Preferred Stock  (convertible  into the Company's common
stock at a  maximum  price  of  $0.9331  per  share)  were  issued,  along  with
Non-Redeemable Class CC Warrants to purchase up to 10,000 shares of Common Stock
(at $1.0264 per share).  The  purchasers of the  securities  were Arcadia Mutual
Fund,  which  purchased  15 shares of  Preferred  Stock and warrants to purchase
7,500 shares of the Company's common stock, and David Morgenstern, who purchased
5 shares of  Preferred  Stock  and  warrants  to  purchase  2,500  shares of the
Company's common stock. . The two private placements of BCA preferred stock were
made with the assistance of a placement agent, Corporate Capital Management, who
charged a commission  of 8% in fees and 2% in expenses plus warrants to purchase
up to 75,000 (50,000 of which have been issued in conjunction with the first two
tranches)  shares of common stock of the Registrant at  approximately  $0.72 per
share,  for five years for the first offering and 6% in fees and no warrants for
the second offering.

     The Preferred  Stock contains a penalty  provision  permitting  redemption,
together with  penalties,  at the option of the holder if the underlying  common
stock is not  registered  under an  effective  registration  statement  prior to
approximately  January 4, 1998. A separate economic penalty (increased dividends
of 3% per month retroactive to July 24, 1997 and continuing until effectiveness)
would be triggered by the absence of effectiveness  of a registration  statement
by  November  4,  1997.  The  Company's   registration  statement  covering  the
underlying  common  shares was  declared  effective on November 12, 1997 and the
Preferred Stock holders agreed to declare the penalty provisions null and void.

     In response to  positions  recently  taken by the  Securities  and Exchange
Commission,  Emerging  Issues Task Force  Statement  D-60 has been issued  which
requires  accounting for  securities  issued which are  convertible  into common
stock at a value  which is "in the money" at the date of  issuance  (such as the
preferred stock described above and the acquisition  financing described below).
This  accounting  requires that such value be charged to operations  (based upon
the traded market price, without discount, compared to the conversion amount) in
the case of a convertible note or to retained earnings as a dividend in the case
of a preferred stock,  over a period reflecting the shortest period in which the
investor has to exercise  and under the most  favorable  terms to the  investor.
Because the  securities  issued are those of a subsidiary,  but are  convertible
into shares of the Company,  the Company has recorded the preferred stock of the
subsidiary as "minority  interests" in the  consolidated  financial  statements.
Then, the Company immediately charged approximately  $788,000 related to the "in
the money"  conversion  feature  for  amounts  drawn down in the  quarter  ended
September 30, 1997 to Minority interests.  Additional charges would occur if and
when the third tranche is drawn down in the fourth quarter of 1997.

     (II) ACQUISITION FINANCING - In order to fund the acquisition of Drew
Shoe and provide  working  capital to the Company,  on September  19, 1997,  the
Company issued  subordinated  convertible  notes (the  "Convertible  Notes") and
Non-Redeemable  Class DD Warrants to eight investors in the aggregate  amount of
$6,000,000.  The Convertible  Notes are due on September 19, 2002, unless at any
time after  September  19, 1998,  they are  converted,  at $.80 per share,  into
7,500,000 shares of Common Stock of the Company.  The Convertible  Notes bear an
interest rate of 10%, payable semi-annually, but the Company, at its discretion,
may pay interest in the form of its  convertible  notes in which case the annual
interest rate becomes 13% with semi-annual  compounding.  The Convertible  Notes
require the Company to maintain  compliance  with  certain  financial  covenants
including  maintenance of minimum levels of interest  coverage and net worth (as
defined).

     The Non-Redeemable Class DD Warrants to purchase 2,400,000 shares of common
stock are  exercisable  at $1.75 per share at any time  prior to  September  19,
2002.

     The market value of the Company's common stock on the Nasdaq SmallCap
market on the date of the transaction was approximately $1.50.

     The purchasers of the securities are set forth in the following table:
<TABLE>
<CAPTION>

Name of purchaser                        Amount paid         Common shares issuable   Common shares under
                                                                                           warrants
<S>                                      <C>                      <C>                     <C> 

Impleo, LLC                              $5,000,000               6,250,000               2,000,000
621 Partners                                150,000                 187,500                  60,000
R. Weil & Associates                        155,000                 193,750                  62,000
David M. Kirr                               165,000                 206,250                  66,000
Terry B. Marbach                            165,000                 206,250                  66,000
Gregg T. Summerville                        165,000                 206,250                  66,000
Ralph Weil                                  100,000                 125,000                  40,000
Joseph Schueller                            100,000                 125,000                  40,000
                                            -------                 -------                  ------
                                         $6,000,000               7,500,000               2,400,000
                                           ========                ========                ========
</TABLE>


     Kirr  Marbach &  Company,  LLC, a  registered  investment  advisor,  is the
managing  general  partner of 621 Partners,  Appleton  Associates  and R. Weil &
Associates, and together with Messrs Kirr, Marbach and Summerville may be deemed
to constitute a group within the meaning of Regulation 13D-G.

     The private placement of convertible notes and warrants to Impleo,  LLC was
made with the assistance of an investment banker,  Josephberg Grosz and Company,
who charged a cash fee of 6%  ($300,000)  of  proceeds  plus  certain  shares of
common stock,  and warrants to purchase  shares of common stock, of the Company.
The  remaining  $1,000,000  of  proceeds  was not subject to a  commission.  The
Company refers the reader to Note 3, "10%/13%  Convertible  Notes and Warrants",
in  the  "Notes  to  Condensed  Consolidated  Financial  Statements",  regarding
non-cash fees paid.

     As a result of the accounting  described in the last paragraph of Item 2(i)
above,  the Company  expects to charge to Interest  and  Financing  costs in the
Consolidated Financial Statements approximately $5,925,000 (representing the "in
the money"  value of the  conversion  feature  measured at the date of issuance)
over the one year period preceding the earliest date of conversion.  The Company
has  also,   under   generally   accepted   accounting   principles,   allocated
approximately  $1,500,000  as the  estimated  value of the  detachable  warrants
issued in connection with the convertible  notes, which amount will be amortized
over the five year  term of the  convertible  notes.  These  charges  will be in
addition to amortization of deferred  financing costs  (estimated to approximate
over $500,000) over the five year term of the Convertible Notes.



         ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

                   (A)       EXHIBITS.
                             27             Financial Data Schedule

                   (B)       REPORTS ON FORM 8-K

     (i) On October 1, 1997,  the  Company  filed a report on Form 8-K to report
its  acquisition  of Drew Shoe  Corporation  on  September  22,  1997 as well as
related  acquisition  financing (an aggregate  $6,000,000 of 10%/13% Convertible
Notes and Warrants to purchase  2,400,000 shares of common stock at $1.75).  The
Convertible  Notes are  convertible  into an aggregate  of  7,500,000  shares of
common  stock at a price of $0.80 until  September  19, 2002.  In addition,  the
Company reported that it had guaranteed a term loan and revolving line of credit
between Drew Shoe  Corporation  and Bank One N.A. The Company also reported that
it had completed,  on September 8, 1997,  the sale of an additional  $500,000 of
preferred  stock  of  its  BCA  Services,  Inc.  subsidiary  (which  shares  are
convertible into shares of the Company's common stock) under a private placement
which  commenced on July 22, 1997.  Further,  the Company  reported  that it had
placed an  additional  $200,000  of  preferred  stock of BCA  Services,  Inc. on
September  18,  1997 on similar  terms as the July 22,  1997  private  placement
offering  except that the  conversion  price is $.93 and the fees  charged  were
less.

     (ii) On  October  31,  1997,  the  Company  filed a report on Form 8-K/A in
connection  with its  acquisition of Drew Shoe  Corporation  and filed with such
report  the  following  financial  statements:   Balance  sheets  of  Drew  Shoe
Corporation as of June 30, 1997 (unaudited) and December 31, 1996 (audited)

               Statements   of  Income  and  Retained   Earnings  of  Drew  Shoe
               Corporation  for the six  months  ended  June  30,  1997 and 1996
               (unaudited)  and the  years  ended  December  31,  1996  and 1995
               (audited)

               Statements  of Cash  Flows of Drew Shoe  Corporation  for the six
               months ended June 30, 1997 and 1996 (unaudited) and for the years
               ended December 31, 1996 and 1995 (audited)

     Further, the Company filed the following unaudited pro-forma information to
reflect the Company's  acquisition  of Drew Shoe  Corporation,  the  acquisition
financing and the September issuances of preferred stock of BCA Services,  Inc.,
in  connection  with such  report as if such  transactions  had  occurred at the
beginning of the periods reported as follows:

               Pro-Forma Balance Sheet at August 31, 1997 (unaudited)

               Pro-Forma  Statement  of  Operations  for the eight  months ended
               August 31, 1997 (unaudited)

               Pro-Forma  Statements of Operations  for the year ended  December
               31, 1996 (unaudited)

     Also in connection with such report, the Company reported:

               Issuance of options to purchase approximately 2,097,000 shares of
               common stock of the Company  issued to  employees,  directors and
               consultants  (including 1,500,000 for three executive officers of
               the Company and its  HumanCAD  division),  including  options for
               approximately  1,922,000  shares which are subject to shareholder
               approval.

               The  addition  of Mssrs.  Charles  Schuyler,  Mark  Plaumann  and
               Stephen Savitsky to its Board of Directors and the resignation of
               Mr. Cherubini from its Board of Directors.

               The  addition  of Mr.  Kenneth  C.  Riscica as  Vice-President  -
               Finance, Chief Financial Officer,  Treasurer and Secretary of the
               Company.

               The  revision of the  exercise  price of the Class B Warrants and
               Class E Warrants in accordance  with  antidilution  provisions as
               indicated therein and elsewhere in this report.

               The issuance of shares,  warrants and options as  compensation in
               connection   with  the  acquisition  of  Drew  Shoe  and  related
               financing as indicated therein.



<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: November 14, 1997                By: /s/  Michael Strauss
       -----------------                    --------------------
                                            Michael Strauss
                                            Chairman of the Board of  Directors 
                                            Chief Executive Officer


Dated: November 14, 1997               By:  /s/ Kenneth C. Riscica
       -----------------                    ----------------------
                                            Kenneth C. Riscica
                                            Vice President - Finance, Chief 
                                            Financial Officer, Treasurer and 
                                            Secretary (principal financial and
                                            accounting officer)







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                                INDEX OF EXHIBITS

Exhibit No.                Exhibit

 27                         Financial Data Schedule