<PAGE>1
                        SECURITIES AND EXCHANGE COMMISSION

                          Washington, D.C. 20549

                               Form 10-QSB


             [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
                  SECURITIES EXCHANGE ACT OF 1934
               For the quarterly period ended February 28, 1997

            [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
                              EXCHANGE ACT
     For the transition period from _______________to________________
                      Commission file number 0-11969


                 MEHL/BIOPHILE INTERNATIONAL CORPORATION
_____________________________________________________________________________
      (Exact name of small business issuer as specified in its charter)


         Delaware                                             22-2408186
_____________________________________________________________________________
(State or other jurisdiction of                           (I.R.S. Employer
incorporation of organization)                            identification No.)


              4127 Northwest 27th Lane, Gainesville, FL 32606
_____________________________________________________________________________
                   (Address of principal executive offices)
                                  (Zip Code)


Issuer's telephone number                                  (352) 373-2565
                                               ______________________________



_____________________________________________________________________________
        Former name, former address and former fiscal year, if changed
                                since last report


Indicate by a check mark whether the Registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Act of 1934 
during the preceding 12 months and (2) has been subject to such filing 
requirements for the past 90 days.

                                YES    X  NO  ___


Indicate the number of shares outstanding for each of the issuer's classes of 
common stock, as of February 28, 1997

                 43,743,301 shares of common stock, $.01 par value
_____________________________________________________________________________



                                                           Page 1 of 19 pages

<PAGE>2

                       MEHL/BIOPHILE INTERNATIONAL CORPORATION


                                        Index






                                                                       PAGE


PART I.  FINANCIAL INFORMATION:

  Item 1.  Financial Statements:

           Condensed consolidated balance sheet as
           of February 28, 1997                                        3

           Condensed consolidated statements of
           operations for the nine and three months 
           ended February 28, 1997 and February 29, 1996              4-5

           Condensed consolidated statements of
           cash flows for the nine months ended
           February 28, 1997 and February 29, 1996                    6-7

           Notes to condensed consolidated financial
           statements                                                 8-11

  Item 2.  Management's discussion and analysis of
           financial condition and results of operations              12-14


PART II.  OTHER INFORMATION:

  Item 1.  Legal Proceedings                                           15

  Item 2.  Changes in Securities                                       16

  Item 6.  Exhibits and Reports on Form 8-K                            16

       Signature                                                       17

       Exhibit 11   Statement Re:  Computation of net income
         per common share                                             18-19


                                   * * * *



<PAGE>3

PART I.  FINANCIAL INFORMATION                ITEM 1.  FINANCIAL STATEMENTS

                        MEHL/BIOPHILE INTERNATIONAL CORPORATION
                         CONDENSED CONSOLIDATED BALANCE SHEET
                                     (UNAUDITED)
                                   FEBRUARY 28, 1997

                                         ASSETS

CURRENT ASSETS:
  Cash and equivalents                                          $11,034,349
  Accounts receivable, net of allowance for doubtful
   accounts of $654,137                                             478,353
  Inventories                                                     3,856,300
  Current portion of note receivable                                 50,000
  Other current assets                                              570,141
      Total current assets                                       15,989,143
PROPERTY AND EQUIPMENT, net of accumulated depreciation
 of $1,085,622                                                    1,608,136
PATENTS AND PATENT RIGHTS, net of accumulated amortization
 of $1,466,226                                                    4,620,626
LOANS AND ADVANCES                                                  523,077
NOTES RECEIVABLE, net of current portion                             50,000
OTHER ASSETS                                                        974,371
                                                                $23,765,353


                       LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable                                              $ 2,500,256
  Accrued expenses                                                1,842,806
       Total current liabilities                                  4,343,062

MINORITY INTEREST IN SLS BIOPHILE LTD                               259,366

STOCKHOLDERS' EQUITY:
  Serial preferred stock, $10 par value, $1,000 stated value,
    authorized-200,000 shares:
      Series C, 5% cumulative convertible;
        Issued and outstanding-2,231 shares                       2,231,000
      Series D, 5% cumulative convertible;
        Issued and outstanding-10,000 shares                     10,000,000
Common stock, $.01 par value, 60,000,000 shares
  authorized, 46,218,260 shares issued                              462,183
Additional paid-in capital                                       21,113,400
Accumulated deficit                                             (13,665,162)
Foreign currency translation adjustment                             (22,897)
                                                                 20,118,524
Treasury stock, at cost, 2,474,959 common shares                   (955,599)
    Total stockholders' equity                                   19,162,925
                                                                $23,765,353






See notes to condensed consolidated financial statements.
-3-



<PAGE>4

                        MEHL/BIOPHILE INTERNATIONAL CORPORATION
                    CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                      (UNAUDITED)



                                                     NINE MONTHS ENDED
                                                 FEBRUARY 28,  FEBRUARY 29,
                                                     1997        1996


OPERATING REVENUES                              $ 2,420,027   $ 1,596,312

COST OF SALES                                     1,601,035       950,698

GROSS MARGIN                                        818,992       645,614

OPERATING EXPENSES:
  Selling, general and administrative              6,694,452      935,183
  Research an development                          1,484,013            0
  Interest                                            23,829            0
                                                   8,202,294      935,183

                                                  (7,383,302)    (289,569)
OTHER INCOME (LOSS):
  Investment income (loss)                          (396,721)      87,767
  Other                                                    0       72,728

MINORITY INTEREST IN LOSS OF SUBSIDIARY              364,106            0


NET LOSS                                          $(7,415,917) $ (129,074)

NET LOSS PER COMMON SHARE                          $     (.19) $     (.01)

LOSS APPLICABLE TO COMMON STOCK                   $(7,755,483) $ (159,224)



WEIGHTED AVERAGED NUMBER OF COMMON SHARES
 OUTSTANDING DURING PERIOD                         41,070,724    3,937,595

















See notes to condensed consolidated financial statements.
-4-



<PAGE>5

                        MEHL/BIOPHILE INTERNATIONAL CORPORATION
                    CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                      (UNAUDITED)



                                                    THREE MONTHS ENDED
                                                 FEBRUARY 28,  FEBRUARY 29,
                                                     1997        1996




OPERATING REVENUES                                $   582,829    $  530,210

COST OF REVENUES                                      660,493       325,069

GROSS MARGIN (LOSS)                                   (77,664)      205,141

OPERATING EXPENSES:
  Selling, general and administrative               3,302,322       423,117
  Research and development                            790,234             0
  Interest                                              5,127             0
                                                    4,097,683       423,117

                                                   (4,175,347)     (217,976)
OTHER INCOME:
  Investment income (loss)                            (98,848)       55,422
  Other                                                     0        72,728
  Minority interest in loss of subsidiary             161,591             0

NET LOSS                                          $(4,112,604)   $  (89,826)

NET LOSS PER COMMON SHARE                         $     (.10)   $     (.01)

LOSS APPLICABLE TO COMMON STOCK                   $(4,216,345)   $  (99,876)






WEIGHTED AVERAGED NUMBER OF COMMON SHARES
 OUTSTANDING DURING PERIOD                         41,908,399    14,114,735














See notes to condensed consolidated financial statements.
-5-



<PAGE>6

                        MEHL/BIOPHILE INTERNATIONAL CORPORATION
                    CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                      (UNAUDITED)

                                                     NINE MONTHS ENDED
                                                 FEBRUARY 28,  FEBRUARY 29,
                                                     1997        1996

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                                 $(7,415,916)  $(129,074)
  Adjustments to reconcile net income (loss)
  to net cash provided (used) by operating activities:
      Provision for bad debts                           310,721           0
      Minority interest in net loss of subsidiary      (364,106)          0
      Depreciation and amortization                     784,696     193,831
      Non marketable securities                         792,127           0
      Marketable securities received as payment of
        preferred stock dividends                             0     (41,425)
  Changes in operating assets and liabilities:
      Accounts receivable                               255,781      40,969
      Inventories                                    (3,253,805)     33,671
      Other operating assets                         (1,390,010)    (17,197)
      Accounts payable                                1,800,562      97,572
      Accrued expenses                                1,255,953      (7,850)

      Net cash provided (used) by operating activities (7,223,997)  170,497

CASH FLOWS FROM INVESTING ACTIVITIES:
  Proceeds from sale of marketable securities           477,690           0
  Notes receivable repayments                            50,000     171,500
  Increase in notes, loans and advances                (523,077)   (300,000)
  Property and equipment acquisitions                (1,495,566)       (580)

     Net cash used by investing activities           (1,490,953)   (129,080)

CASH FLOWS FROM FINANCING ACTIVITIES:
  Note repayments                                      (100,898)          0
  Preferred stock dividends paid                       (312,061)    (36,900)
  Proceeds from issuance of:
    Common stock                                        295,620           0
    Preferred Stock                                  10,000,000     209,250
  Treasury stock acquisitions                                 0      (2,301)

      Net cash provided by financing activities       9,882,661     170,049

EFFECT OF EXCHANGE RATE ON CASH                          27,640           0

INCREASE IN CASH FOR THE PERIOD                       1,195,351     211,466

CASH, beginning of period                             9,838,998     633,509

CASH, end of period                                 $11,034,349   $ 844,975






See notes to condensed consolidated financial statements.
-6-



<PAGE>7

                        MEHL/BIOPHILE INTERNATIONAL CORPORATION
                    CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                      (UNAUDITED)


NON-CASH ACTIVITIES:

                                                      NINE MONTHS ENDED
                                                  FEBRUARY 28   FEBRUARY 29
                                                      1997        1996

Existing business acquisition costs:
    Issuance of common stock                         $  543,292
    Loans and advances applied
      towards purchase price                          1,946,380

                                                     $2,489,672

Components of acquired businesses, in 
   aggregate, are as follows:
      Accounts receivable                            $  534,448
      Inventories                                       204,748
      Property and equipment                            222,952
      Patents and patent rights                       5,183,180
      Other assets                                        4,188
      Accounts payable and accrued expenses          (1,028,515)
      Current portion of notes and loans             (1,119,838)
      Long-term debt                                   (804,885)
      Other liabilities                                 (83,134)
                                                      3,113,144
      Less minority interest                           (623,472)
                                                     $2,489,672

Notes, loans and advances used to 
   retire debt of acquired business                 $1,253,620

Issuance of common stock:
   Conversion of debt, net of unamortized
     issue costs of $35,022                          $  714,978
   Payment of accrued interest                       $   16,439
   Conversion of preferred stock                     $7,769,000  $  150,000

Receipt of non-marketable securities 
   as payment of note receivable                                 $  750,000

Receipt of stock into treasury 
   in payment of note receivable                                 $   37,500

Receipt of marketable security as
   payment of preferred stock dividend                           $   41,425







See notes to condensed consolidated financial statements.

-7-



<PAGE>8

                        MEHL/BIOPHILE INTERNATIONAL CORPORATION
                  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                      (UNAUDITED)

1.  BASIS OF PRESENTATION:
The accompanying unaudited condensed financial statements have been
prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-QSB and
Regulation S.B.  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 nine and three
months ended February 28, 1997 are not necessarily indicative of the results
that may be expected for the year ending May 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 for the year
ended May 31, 1996.  

The accounting policies followed by the Company are set forth in Note
1 to the Company's financial statements in the 1996 Mehl/Biophile
International Corporation and Subsidiaries Annual Report on form 10-KSB for
the year ended May 31, 1996.

2.  BUSINESS ACQUISITIONS:
On June 4, 1996, in a transaction accounted for as a purchase, the
Registrant acquired, in the aggregate, 81% of the outstanding capital stock
of SLS (Wales) Limited, a privately held Welsh company ("SLS") engaged in
developing, manufacturing and selling lasers primarily in the field of hair
removal.  The consideration for the acquisition of the SLS shares consisted
of a cash payment of 1,255,000 pounds sterling (approximately $1.9 million)
and the issuance of 25,044 shares of the Company's Common Stock.  SLS holds
patents pending in the field of laser depilation.  In accordance with the
terms of the agreement, funds of approximately $1,300,000, advanced by the 
Company to SLS, were used to retire existing SLS debt.  In recording the 
purchase, the carrying value of SLS patent and patent rights was increased by 
$3,837,000.

Additionally, on June 4, 1996, Classy Lady by Mehl of Puerto Rico, Inc. a 
privately-held Puerto Rico company ("Classy Lady"), merged with and into a 
wholly-owned subsidiary of the Company (the "Merger")The Merger has been 
accounted for as a non-monetary exchange.  As consideration for the Merger, 
the Company issued an aggregate of 25,000,000 shares of Common Stock, $.01 
par value per share, to the shareholders of Classy Lady.

In exchange for the issuance of the shares of the Company issued pursuant to 
the Merger, the Company obtained all of the stock of Classy Lady, which owns 
the exclusive licensing rights granted to Classy Lady by Thomas L. Mehl, Sr., 
for a multiple hair removal technology and by Dr. Nardo Zaias for a laser 
hair removal technology.  Valuation of the acquired patent rights, which was 
based on the value of the stock issued as it was determined to be more 
clearly evident, was $1,320,000.  The acquired assets had no carrying value 
in Classy Lady's financial statements.

3.  INCOME TAXES:
For the nine and three months ended February 28, 1997 the Company's deferred 
tax asset valuation allowance increased by approximately $2,300,000 and 
$1,400,000, respectively, as a result of current period losses.  The Company 
recognized respective increases in its deferred tax asset valuation allowance 
of approximately $40,000 and $57,000 for the nine and three months ended 
February 29, 1996 which were attributable to additional losses for the 
periods.

-8-



<PAGE>9

                        MEHL/BIOPHILE INTERNATIONAL CORPORATION
                  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                       (UNAUDITED)

4.  INVENTORIES:
At February 28, 1997, inventories are comprised primarily of finished goods.

5.  CAPITAL TRANSACTIONS:

Issuance of Series D Preferred Stock
On February 28, 1997, the Company completed a private placement offering 
exempt under Regulation D promulgated under the Securities Act of 1933 of 
10,000 shares of 5% Cumulative Convertible Preferred Stock, Series D, par 
value $10 per share (the "Series D Preferred Stock"), for an aggregate 
purchase price of $10,000,000.  Holders of the Series D Preferred Stock are 
entitled to receive dividends payable at the annual rate of 5%.

The Series D Preferred Stock is convertible into Common Stock of the 
Company at 80% of the average market price on the five trading days prior to 
conversion but in no event shall the conversion price be below $4.00 or 
greater than the average market price on the five trading days prior to 
February 28, 1997.  On March 31, 1997 the Company filed a registration 
statement covering the public sale of the shares of Common Stock receivable 
upon conversion of the Series D Preferred Stock.  The Series D Preferred 
Stock may not be converted until the earlier of (i) the 120th day following 
issuance and (ii) the date on which the aforementioned registration statement 
is declared effective by the Securities and Exchange Commission.  The 
purchasers of the Series D Preferred Stock agreed not to sell or transfer the 
Common Stock received upon conversion on or before February 28, 1998.

Common Stock Issuances:
In addition to the common shares issued related to the business acquisitions 
(see Note 2), during the nine months ended February 28, 1997, the Company 
issued 261,583 Common shares upon retirement of $750,000 convertible 
debenture and related accrued interest of $16,383 and 2,562,621 shares upon 
conversion of 7,769 shares of Series C, 5% cumulative convertible preferred 
stock.  Unamortized debt issue costs of $35,022 were charged to paid in 
capital.

Additionally, 236,496 Common shares were issued during the period at $1.25 
per share ($295,620 in aggregate) upon the exercise of outstanding stock 
purchase warrants..

6.  RECENT EVENTS:

On June 7, 1996 the Company entered into a Letter of Intent with Converting 
Laboratories, Inc. (CLI), a Wisconsin corporation, located in Fond du Lac, 
Wisconsin.  CLI will be the primary manufacturer of the Company's consumer 
multiple hair removal patch and is presently manufacturing, on an OEM basis, 
consumer products and devices primarily related to the medical field, which it
will continue to do.  Subject to entering a definitive agreement, the intent 
of the parties is for the Company to purchase eighty-one percent (81%) of the 
stock of CLI in exchange for one hundred five thousand (105,000) of the 
common shares of the Company.  An additional two hundred thousand shares 
(200,000) will be issued to the owners of CLI according to certain 
performance milestones to be included in the definitive agreement.  To date, 
the Company has advanced in the form of 6% interest bearing notes a total of 
$668,736 to enable CLI to expand its facilities and acquire the necessary 
equipment to ramp up and expand its manufacturing capabilities.  The Company 
anticipates its total cash investment in CLI, as revised, will be 
approximately $900,000.  The Company anticipates that CLI's continued 
reliance for additional capital support will begin to diminish as 


-9-



<PAGE>10

                        MEHL/BIOPHILE INTERNATIONAL CORPORATION
                  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                       (UNAUDITED)

6.  RECENT EVENTS: (continued)

CLI begins to manufacture and distribute the Company's new consumer hair 
removal patch which is scheduled for market release sometime during the 4th 
quarter of calendar 1997.  At that time it is felt that CLI will be 
generating a sufficient flow of cash to sustain its ongoing operation and 
begin to retain profits.

On July 12, 1996 the Company entered into a Letter of Intent with Anton H. 
Clemens ("Clemens"), a director of the Company, and Victor M. Haughton, M.D. 
("Haughton").  The intent of the parties, subject to a definitive agreement, 
is to have the Company form a new subsidiary, of which Clemens will be 
president,  having the exclusive worldwide license rights for the 
development, manufacturing and marketing of a new and novel retractable 
needle and catheter technology for the medical field protected by issued 
United States and International Patents and by patents pending.  As 
consideration for the Company's entering into the Letter of Intent, the 
Company agreed to 1) pay the sum of sixty-three thousand nine hundred dollars 
($63,900) to cover related patent fees for the intellectual property, 2) have 
the subsidiary pay Clemens and Haughton additional compensation in the form 
of license fees or other moneys to be set forth in the definitive agreement 
and 3) invest such additional funds necessary for the development, 
manufacture and marketing of the intellectual property as set forth in the 
definitive agreement.  To date, the Company has advanced a total of $21,094 
in furtherance of its commitments and objectives under the Letter of Intent.

On July 25, 1996 the Company entered into a Letter of Intent with GKS 
Technologies, Inc. (GKS), a Puerto Rico corporation together with Gunner K. 
Svanberg ("Svanberg"), a Director of GKS.   Svanberg holds several patents 
and patents pending worldwide for a new dental curret and curret sharpening 
machine.  The intent of the parties, subject to a definitive agreement, is to 
develop, manufacture and market Svanberg's new curret devices within the 
worldwide dental market.  As consideration for the Company entering into this 
Letter of Intent with Svanberg and GKS, the Company agreed to (1) subscribe 
to One Hundred Thousand Shares (100,000) of GKS common stock at $.50 per 
share for the sum of Fifth Thousand Dollars ($50,000) upon the execution of 
the Letter of Intent; and (2) invest such additional funds necessary for the 
development, manufacture and marketing of the Patent Applications according 
to the terms set forth in the definitive agreement.  Through February 28, 
1997, the Company had advanced $99,592, including $50,000 to be applied 
towards the purchase of GKS common stock under the terms outlined above.  
Thomas L. Mehl, Sr., President and Chairman of the Company, personally owns 
twelve and one-half percent (12.5%) of GKS as a result of his working with 
Svanberg on patent applications over the past two years without any prior 
compensation.  M.C.M. Group, Inc., a Florida corporation owned by Thomas L. 
Mehl, Sr., also owns twelve and one-half percent of GKS as a result of 
providing management and consulting services to GKS and Svanberg over the 
past two years without prior compensation.

On July 25, 1996 the company entered into a Letter of Intent with Applied 
Genetics, Inc. (AGI), a New York Corporation.  AGI has a patented liposome 
delivery system for skin and hair.  The intent of the parties is to enter 
into  definitive agreement for the express purpose of (1) the Company  
retaining the services of AGI to prove the efficacy of those certain delivery 
systems developed by Thomas L. Mehl, Sr. and Nardo Zaias, M.D. and (2) MEHL's 
future strategic alliance with AGI for the purpose of obtaining additional 
funding for AGI through private placement, initial offering or other 
mezzanine funding.  As of February 28, 1997, the Company had advanced to AGI 
the sum of $150,000 for the provision of services pertaining to the efficacy 
of those certain delivery systems discussed above.

-10-



<PAGE>11

                        MEHL/BIOPHILE INTERNATIONAL CORPORATION
                  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                       (UNAUDITED)

6.  RECENT EVENTS: (continued)

Advances to CLI, Clemens and Haughton, and GKS of $428,082, in aggregate at 
February 28, 1997 are included in loans and advances.  The balance of the 
advances to CLI & GKS as well as the payment to AGI have been 
charged to operations and is included in research and development costs.  
Payments related to the pending arrangement with Clemens and Haughton were 
charged to operations. 

On March 13, 1997, Selvac Acquisition Corp., a wholly owned subsidiary of the 
Company, received marketing clearance from the Food and Drug Administration 
(FDA) to market its proprietary long pulse ruby laser hair removal system in 
the United States.  The Company's subsidiary, SLS Biophile (SLS), has already 
received full CE approval of marketing the system in Europe and other parts of 
the world.  The FDA decision was based upon safety and efficacy data from two 
European studies, one Danish and one English, involving a total of 200 patients
with nearly 250 skin sites tested.  As part of those studies it was noted that,
after an average of two treatments, approximately 80% of facial hair did not 
return after a period of 190 days.  No serious adverse effects were reported.

7.  INVESTMENT INCOME (LOSS):

In November 1996 Roadrunner Video Group, Inc. (Roadrunner) filed for 
protection under Chapter 11 of the US Bankruptcy Code.  The Company realized 
investment losses of $789,000 during the nine ended February 28, 1997 due to 
the complete write down of its investment in preferred and common stock of 
Roadrunner.  


























-11-



<PAGE>12


PART I.      FINANCIAL INFORMATION

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

BUSINESS ACQUISITIONS:

On June 4, 1996, Classy Lady by Mehl of Puerto Rico, Inc., a privately-held 
Puerto Rico Company ("Classy Lady"), merged with and into a wholly-owned 
subsidiary of the Company (the "Merger").  In consideration for the Merger, 
the Company issued an aggregate of 25,000,000 shares of Common Stock, $.01 
par value per share, to the shareholders of Classy Lady.  As a result of the 
Merger, the former Classy Lady shareholders received, in the aggregate a 
majority of the outstanding Common Stock of the Company, thereby resulting in 
a change of control of the Company.  Classy Lady owns the exclusive rights 
which were granted by Dr. Nardo Zaias for laser hair removal technology and 
Thomas L. Mehl, Sr. for radio frequency and direct current multiple hair 
removal technology.

On June 4, 1996, the Company completed the purchase of capital stock 
representing in the aggregate, an 81% interest in SLS (Wales) Limited, a 
privately held Welsh company which has been renamed SLS Biophile Ltd. 
("SLS"), engaged in developing, manufacturing and selling lasers for 
dermatological use, including hair removal.  SLS is presently the exclusive 
manufacturer of all laser technology for the Company, including the CHROMOS 
694 Ruby Laser used for professional hair removal and the Chromos 585 laser.

SUBSEQUENT ACQUISITION:

On March 18, 1997, the Company completed the purchase of capital stock 
representing in the aggregate a 75% interest in Integrated Technologies 
Research (Wales) Ltd., a privately held Welsh company which has been renamed 
ITR Biophile Ltd. ("ITR").  ITR engages in the research and development of 
software and related hardware in the following areas: 1) laser scanning 
systems, 2) laser marking systems, 3) adaptive "Smart Card" read/write 
technologies and 4) other highly sophisticated related technological areas.  
ITR was the originator of the present scanning system and smart card 
technologies utilized in the CHROMOS 694 Ruby Laser.  Under the terms of the 
Definitive Agreement, the shareholders of ITR received 250,000 shares of 
common stock of the Company for the 75% interest in ITR.

LIQUIDITY AND CAPITAL RESOURCES:

At February 28, 1997, the Company's cash balance of $11,034,349 represented 
an increase of $1,195,351 from May 31, 1996.

Cash was used to fund the Company's operations, preferred stock dividend 
payments, the purchase of equipment and inventory (Primarily for use in SLS 
production), and advances to prospective acquisition candidates.  The cash 
used was offset by a private placement of convertible preferred stock which 
generated $10,000,000.

Management anticipates increased production of the SLS laser products and a 
corresponding increase in its inventory.  Production facilities in Wales are 
considered adequate to meet short term production needs.  The Company will 
continue to utilize its resources to finance the expected increase in 
production and inventory and may be looking to finance the growth through 
other means of financing.

The Company anticipates that its present level of working capital will be 
sufficient to enable it to carry out its near and mid range plans but does 
anticipate that it will require additional funds to complete its long term 
business strategy.  The Company plans to achieve its objectives through 
either private or public offering of equity or debt.  The Company is also 
investigating long term financing for the purchase and subsequent placement 
of its lasers.



-12-



<PAGE>13

LIQUIDITY AND CAPITAL RESOURCES: (continued)

During the past nine months 7,769 shares of the Company's 5% cumulative 
convertible, Series C preferred shares were converted into 2,562,621 of 
common shares.  The Purchasers have agreed not to sell or transfer the 
shares before February 28, 1998.  Between November 30, 1996 and December 27, 
1996, warrants to purchase 73,158 shares of common shares were exercised, 
resulting in gross proceeds to the Company of $91,447.  The remaining 
warrants expired on December 27, 1996.

RESULTS OF OPERATIONS:

Revenues for the nine months ended February 28, 1997 were $2,420,027, an 
increase of 51.6% over the $1,596,312 for the nine months ended February 29, 
1996.  Revenues for the three months ended February 28, 1997 were $582,829, 
an increase of 9.9% over the $530,210 for the three months ended February 29, 
1996.  The increase is almost exclusively a result of the acquisition of SLS 
in June, 1996.  

The gross margin percentage decreased 6.6% to 33.8% for the nine months ended 
February 28, 1997 as compared to the 40.4% for the nine months ended February 
29, 1996.  The gross margin percentage decreased 52.0% to (13.3)% for the 
three months ended February 28, 1997 as compared to the 38.7% for the three 
months ended February 29, 1996.  The year-to-year and quarter-to-quarter 
decrease is the result of a one time write-down of $275,000 in inventory of a 
discontinued product line.

Selling, general and administrative expense for the nine months ended 
February 28,1997 were $6,694,452, an increase of 615.8% over the $935,183 for 
the nine months ended February 29, 1996.  For the three months ended February 
28, 1997 selling, general and administrative expense was $3,302,322 an 
increase of 680.5% over the $423,117 for the three months ended February 
29,1996.  The increased selling, general and administrative expense is 
attributable to the merger with Classy Lady and the acquisition of SLS which 
required the Company to increase its expenditures on administrative staff, 
legal expense, patent fees, and travel, and increased depreciation and 
amortization which does not present a meaningful comparison to prior periods.

Research and development costs for the nine months and three months ended 
February 28, 1997 were $1,484,013 and $790,234 respectively compared to 
no costs for the corresponding periods of the previous year.  This 
is a result of a change in the Company's strategy from a consumer products 
orientation to a technology company that will continue to incur 
research and development costs in order to insure that it maintains 
technological superiority in its market.

Investment loss for the nine months ended February 28, 1997 was $396,721 
compared to an investment gain of $87,767 for the nine months ended February 
29, 1996.  Investment loss for the three months ended February 28, 1997 was 
$98,848 compared to an investment gain of $55,422 for the three months ended 
February 29, 1996.  The current year losses were attributable to the complete 
write down of the Company's investment of $750,000 in preferred and $39,000 
common stock of Roadrunner Video Enterprises, Inc. offset by interest
income.

Minority interest for the nine and three months ended February 28, 1997 was 
$364,106 and $161,591 respectively.  This amount represents the portion 
not attributable to the Company's interest in SLS.

Net loss for the nine and three months ended February 28, 1997 were 
$7,415,917 and $4,112,504 respectively as compared to losses of $129,074 and 
$89,826 for the corresponding periods of the previous year.  The increased 
losses resulted from the factors discussed above.






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<PAGE>14

CERTAIN FACTORS AFFECTING FUTURE OPERATING RESULTS:

This Form 10-QSB contains forward-looking statements within the meaning of 
Section 27A of the Securities Act of 1933 and Section 21B of the Securities 
Exchange Act of 1934.  The Company's actual results could differ materially 
from those set forth in the forward-looking statements.  Factors that might 
cause such a difference include those discussed below.

The Company's future results of operations initially depend to a substantial 
degree on the ability of the Company to license parties worldwide to utilize 
the CHROMOS 694 Ruby Laser manufactured by SLS and for such licenses to 
successfully sell hair removal services utilizing this product.  The ability 
of such licensees to market such services will in part depend on the public's 
acceptance of the use of lasers to remove hair, as to which there can be no 
assurance, and the strength of the Company's competitors.  The Company's 
existing or potential competitors have or may have substantially greater 
research and development capabilities, clinical, manufacturing, regulatory 
and marketing experience and financial and managerial resources than the 
Company.  The company may be required to find alternative means for marketing 
and selling its laser hair removal services, and  thereby experience 
substantial delays and costs.  No assurance can be given that the Company 
would  be able to find an acceptable alternative means of marketing and 
selling its laser hair removal system, or if such an alternative means was 
found, that it would be successful.
 

























-14-



<PAGE>15

PART II.  OTHER INFORMATION

ITEM 1.     LEGAL PROCEEDINGS

On December 5, 1996, the Company's wholly-owned subsidiary, Selvac 
Acquisition Corp. ("SAC"), commenced an arbitration with the American 
Arbitration Association in New York, New York to terminate a joint venture 
with Laser Industries Limited ("Laser").  The joint venture was formed in 
December 1995 when Laser and Classy Lady by Mehl of Puerto Rico, Inc. 
("Classy Lady"), which merged with and into SAC and is now 100% owned by the 
Company, entered into an agreement to exploit patented laser hair removal 
technology exclusively licensed to Classy Lady.  The joint venture, Sharplan 
2000, Inc. ("Sharplan 2000"), is 50% owned by SAC and 50% by Laser and is 
managed exclusively by Laser.  SAC commenced the arbitration to terminate the 
license granted to Sharplan 2000 and unwind the joint venture.  SAC is basing 
this action on a dispute concerning the nature of technological and financial 
contributions to be made to the joint venture by Laser and an additional 
dispute concerning whether Laser utilized technology within the joint venture 
which was in fact developed by SLS Wales Ltd., ("SLS") prior to the purchase 
by the Company of a controlling interest in SLS in June 1996.

On December 23, 1996, Laser asserted two counterclaims in the arbitration 
proceedings, claiming that the Company has breached an alleged fiduciary duty 
owed to Laser and Sharplan 2000 and seeking a declaration that SAC may not 
grant a sublicense of certain patent rights to SLS.  The Company has filed a 
response to these counterclaims requesting dismissal on the grounds that 
neither claim is arbitrable.

In a separate action filed in England in October, 1996, SLS commenced an 
action against Laser, a laser manufacturer, Spectron Laser Systems Ltd. 
("Spectron") and related parties, for orders preventing Laser from using 
SLS's technology and stopping Spectron from supplying SLS's technology to 
Laser.

Management believes that the actions commenced by its subsidiaries and 
described above are well-founded, that the counterclaims filed by Laser in 
the arbitration proceeding are without merit and that its subsidiaries will 
prevail in both actions.

In March 1997, SAC filed suit against Palomar Medical Technologies, Inc. 
("Palomar") and its subsidiaries, Spectrum Medical Technologies, Inc., 
Spectrum Financial Services LLC, and a new Jersey dermatologist for patent 
infringement and unfair competition.  The suit was filed in the United States 
District court for the District of New Jersey and alleges that the defendants 
infringe on the patented method of laser hair removal owned by Dr. Nardo 
Zaias and exclusively licensed to SAC and that the defendants have improperly 
marketed laser hair removal products before receiving FDA approval.  The 
plaintiff is seeking monetary damages and injunctive relief to restrain 
Palomar from marketing its laser hair removal products in the United States.  
While management is confident that the actions brought against the above 
defendants are well-founded and that SAC will prevail in this proceeding, the 
litigation is only in its initial stages.  In March 1997, Palomar served the 
Company with a lawsuit which it filed in the United States District Court in 
Massachusetts seeking to declare the patent embodying the laser hair removal 
technology exclusively licensed by SAC to be declared invalid.  Further 
amendments to this action have also been sought by Palomar.  The Company has 
moved to dismiss the Massachusetts action and counsel for Palomar has agreed 
to its dismissal.  It is likely however that the assertion of invalidity will 
be raised in the Company's New Jersey actions against Palomar.  Management of 
the Company is confident that the validity of its patent will be upheld.










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<PAGE>16

ITEM 2.     CHANGES IN SECURITIES:

SERIES D PREFERRED STOCK:

On February 28, 1997, the Company completed a private placement offering 
exempt under Regulation D promulgated under the Securities Act of 1933 of 
10,000 shares of 5% Cumulative Convertible Preferred Stock, Series D, par 
value $10 per share (the "Series D referred Stock"), for an aggregate 
purchase price of $10,000,000.  Holders of the Series D Preferred Stock are 
entitled to receive dividends payable at the annual rate of 5% per annum.  
The Company intends to utilize the proceeds of the offering for working 
capital and general corporate purposes.

The Series D Preferred Stock is convertible into Common Stock of the Company 
at 80% of the average market price on the five trading days prior to 
conversion but in no event shall the conversion price be below $4.00 or 
greater than the average market price on the five trading days prior to 
February 28, 1997.  The Company filed a registration statement covering the 
public sale of the shares of Common Stock receivable upon conversion of the 
Series D Preferred Stock on March 31, 1997.  The Series D Preferred Stock may 
not be converted until the earlier of (i) the 120th day following issuance 
and (ii) the date on which the aforementioned registration statement is 
declared effective by the Securities and Exchange Commission.  The purchasers 
of the Series D Preferred Stock agreed not to sell or transfer the Common 
Stock received upon conversion on or before February 28, 1998.

SERIES C PREFERRED STOCK:

The Company has been advised that the investors who purchased the Series D 
Preferred Stock, Clearwater Fund IV, LLC and Clearwater Offshore Fund Ltd., 
are commonly controlled with GFL Performance Fund Ltd. ("GFL"), the holder 
of all outstanding shares of the Company's 5% Cumulative Convertible Preferred 
Stock, Series C (the "Series C Preferred Stock").  In connection with the 
sale of the Series D Preferred Stock, the Company entered into an agreement 
with GFL whereby (i) GFL agreed not to sell or transfer the Common Stock 
issuable upon conversion of the Series C Preferred Stock on or before February 
28, 1998, and (ii) the Company, acting upon unanimous approval of the Board 
of Directors and by the written consent of the holders of a majority of the 
Company's Common Stock, agreed to fix the conversion price of the Series C 
Preferred Stock at $3.00, and to adjust the conversion price of the Series C 
Preferred Stock in the event that the Company issues Common Stock in the 
future at a price of less than $3.00.  In addition, the Company agreed 
to remove a restriction in the Company's Certificate of Incorporation which 
prohibited conversion of the Series C Preferred Stock, if after such 
conversion the number of shares of Common Stock beneficially owned by such 
holder would exceed 4.9% of the issues and outstanding Common Stock of the 
Company.  The Company has been advised that GFL currently owns 2,000,000 
shares of Common Stock received upon conversion of the Series C Preferred 
Stock, and GFL would not be able to convert a substantial number of additional 
remaining 2,231 shares of Series C Preferred Stock into Common Stock without 
the removal of this restriction.




ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)  Exhibits:

              The following exhibit is included herein:
              Exhibit 11:  Statement re: computation of net income per common 
              share


         (b)  Reports on Form 8-K:

              None















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<PAGE>17

                                             SIGNATURE




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.







                                   MEHL/BIOPHILE INTERNATIONAL CORPORATION




DATE:  April 14, 1997        BY: (s) Thomas L. Mehl, Sr.
                                     Thomas L. Mehl, Sr.
                                     Chairman of the Board and
                                     Chief Executive Officer



























-17-



<PAGE>18

                        MEHL/BIOPHILE INTERNATIONAL CORPORATION
     Exhibit (11) Statement re:  Computation of New Income Per Common Share
                                    (Unaudited)






Computation of average number of shares outstanding used in determining 
primary and fully diluted earnings per share:

<TABLE>
<CAPTION>
                                         NINE MONTHS ENDED        THREE MONTHS ENDED
                                    FEBRUARY 28,  February 29,  FEBRUARY 28,  FEBRUARY 29,
                                         1997        1996         1997          1996
<S>                                    <C>          <C>          <C>          <C>

PRIMARY:

  Weighted average number of shares
    outstanding                        41,070,724   13,937,595   41,908,399   14,114,735

  Assumed exercise of common stock
    warrants and certain stock
    options based on average market 
    value                                       *            *            *            *

  Weighted average number of shares
    used in primary per share
    computations                       41,070,724   13,937,595   41,908,399   14,114,735



FULLY DILUTED:

  Weighted average number of shares
    outstanding                        41,070,724   13,937,595   41,908,399   14,114,735

  Assumed conversion of cumulative
    convertible stock:
      Series A*
      1985 Series*
      Series C* 
      Series D*

  Assumed exercise of common stock
    warrants and certain options
    based on higher of average or
    closing market price*              __________   __________   __________   _________

  Weighted average number of shares
    used in fully diluted per share
    computations                       41,070,724   13,937,595   41,908,399   14,114,735


*     Not considered in the computation as their effect on earnings per share would be 
      anti-dilutive.

</TABLE>





-18-



<PAGE>19

                        MEHL/BIOPHILE INTERNATIONAL CORPORATION
         Exhibit (11) Statement re:  Computation of Net Income Per Common Share
                                      (Unaudited)

                                      (Continued)
<TABLE>
<CAPTION>

                                         NINE MONTHS ENDED        THREE MONTHS ENDED
                                    FEBRUARY 28,  February 29,  FEBRUARY 28,  FEBRUARY 29,
                                       1997          1996          1997           1996

<S>                                    <C>          <C>          <C>          <C>

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING:

  Primary                              41,070,724   13,937,595   41,908,399   14,114,735

  Fully diluted                        41,070,724   13,937,595   41,908,399   14,114,735

PRIMARY:
  Net loss                            $(7,415,917) $  (129,074) $(4,112,604) $   (89,826)
  Paid and cumulative undeclared
    preferred stock dividends            (339,566)     (30,150)    (103,741)     (10,050)

  Net loss applicable
    to common stock                   $(7,755,483)  $ (159,224)  $(4,216,345)  $ (99,876)

  Net loss per share                  $     (.19)  $      (.01) $      (.10)   $    (.01)


FULLY DILUTED:


  Net loss per share                  $      *     $       *    $        *   $         *  



*Not calculated as the effect would be anti-dilutive.




















-19-

</TABLE>