-19-


               SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.  20549

                          FORM 10-K/A
                        AMENDMENT NO. 1


      [X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF  THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
         For the fiscal year ended September 30, 1997.
                               or
      [   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)  OF
THE SECURITIES
          EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For  the transition period from _______________ to ______________
_.

                 Commission file number 0-13280

                        PCC GROUP, INC.
     (Exact name of registrant as specified in its charter)

              California                          95-3815164
     (State or other jurisdiction    (I.R.S. Employer Identification No.)
  of incorporation or organization)

163 University Parkway, Pomona, California          91768
(Address of principal executive offices)          (Zip Code)

Registrant's telephone number, including area code: (909)  869-61
33

                                                   Name  of  each
exchange
Securities  registered  pursuant to Section  12(b)  of  the  Act:
Title of each class   on which registered
                                                             None
None

Securities  registered  pursuant to Section  12(g)  of  the  Act:
Common Stock, $.01 par value

      Indicate by check mark whether the registrant (1) has filed
all  reports required to be filed by Section 13 or 15(d)  of  the
Securities  Exchange Act of 1934 during the preceding  12  months
(or  for such shorter period that the registrant was required  to
file   such  reports),  and  (2)  has  been  subject  to   filing
requirements   for  the  past  90   days.             YES       X
NO

      Check  mark indicates that disclosure of delinquent  filers
pursuant  to Item 405 of Regulation S-K is not contained  herein,
and will not be contained, to the best of registrant's knowledge,
in  definitive  proxy or information statements  incorporated  by
reference in Part III of this Form 10-K or any amendment to  this
Form 10-K [ ].

      The  aggregate  market value of the  voting  stock  of  the
registrant  held by non-affiliates of the registrant  on  January
12,  1998  based on the average bid and asked prices reported  by
NASDAQ on such date was approximately $9,103,270.00.

      Registrant's Common Stock outstanding at January  12,  1998
was 2,647,839 shares.

       DOCUMENTS  INCORPORATED  BY  REFERENCE:  Portions  of  the
registrant's   proxy  statement  for  its   Annual   Meeting   of
Shareholders  to  be  held  March 3,  1998  are  incorporated  by
reference into Part III as set forth herein.




                 PCC Group, Inc. and Subsidiaries





       Report on Audited Consolidated Financial Statements

      For the Years Ended September 30, 1995, 1996 and 1997





        Report of Independent Certified Public Accountants





The Shareholders of
PCC Group, Inc. and Subsidiaries

          We  have audited the accompanying consolidated  balance
sheets  of  PCC  Group,  Inc.  (a  California  corporation)   and
subsidiaries as of September 30, 1996 and 1997, and  the  related
consolidated statements of income, shareholders' equity and  cash
flows  for  each of the three years in the period ended September
30,  1997.   We  have also audited the schedule  listed  in  Item
14(a)(2)   of  this  Form  10k.   These  consolidated   financial
statements  and schedule are the responsibility of the  Company's
management.  Our responsibility is to express an opinion on these
consolidated  financial  statements and  schedule  based  on  our
audits.  We did not audit the financial statements of one foreign
joint venture, which the Company's investments in and advances to
joint  venture  amounted  to  $2,995,248  and  $3,004,367  as  of
September  30, 1996 and 1997.  Those statements were  audited  by
other  auditors whose reports have been furnished to us,  and  in
our  opinion,  insofar as it relates to the amounts included  for
such  joint ventures, is based solely on the reports of the other
auditors.

          We  conducted  our audits in accordance with  generally
accepted  auditing standards.  Those standards  require  that  we
plan  and perform the audits to obtain reasonable assurance about
whether  the consolidated financial statements and schedules  are
free of material misstatement.  An audit includes examining, on a
test  basis,  evidence supporting the amounts and disclosures  in
the  consolidated  financial statements and schedule.   An  audit
also  includes  assessing  the  accounting  principles  used  and
significant  estimates made by management, as well as  evaluating
the   overall  presentation  of  the  financial  statements   and
schedule.  We believe that our audits provide a reasonable  basis
for our opinion.

          In our opinion, based on our audits and the reports  of
the other auditor, the consolidated financial statements referred
to  above present fairly, in all material respects, the financial
position of PCC Group, Inc. and subsidiaries as of September  30,
1996 and 1997, and the results of their operations and their cash
flows  for  each of the three years in the period ended September
30,   1997  in  conformity  with  generally  accepted  accounting
principles.

          Also, in our opinion, the schedule presents fairly,  in
all material respects, the information set forth therein.

                                                    BDO  SEIDMAN,
LLP

Los Angeles, California
December 5, 1997
                 PCC GROUP, INC. AND SUBSIDIARIES

                   CONSOLIDATED BALANCE SHEETS




                                                  September 30,
                                               1996          1997

ASSETS

CURRENT ASSETS:
 Cash  and cash equivalents                  $507,719     $1,057,269
 Securities and other negotiable assets     1,005,509      1,016,625
 Accounts receivable, less allowances for
 possible losses of $99,000 and $34,447     1,872,497      3,958,535
 Receivable from related parties (Note 7)     576,282        367,654
 Notes receivable - related parties(Note 7)   100,000        100,000
 Inventory, less reserves for obsolescence
  of $371,000 and $225,082                  1,057,247        734,673
 Prepaids and other current assets             80,685        230,044

     TOTAL CURRENT ASSETS                   5,199,939      7,464,800



PROPERTY AND EQUIPMENT, net (Note 2)          145,303         99,706



INVESTMENT IN AND ADVANCES TO
  JOINT VENTURE (Note 1)                    2,995,248      3,004,367



OTHER ASSETS                                   80,703         23,391

TOTAL ASSETS                              $  8,421,19    $10,592,264


         See accompanying summary of accounting policies
         and notes to consolidated financial statements.
                 PCC GROUP, INC. AND SUBSIDIARIES

                   CONSOLIDATED BALANCE SHEETS
                           (Concluded)



                                                  September 30,
                                              1996       1997

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
 Accounts payable                          $2,262,026  $4,113,545
 Current portion of long-term debt (Note 6)     1,414       -
 Accrued liabilities                          127,498     176,788
 Securities margin liability (Note 3)         551,455     427,658
 Line of credit (Note 6)                         -        140,000

     TOTAL CURRENT LIABILITIES              2,942,393   4,857,991

DEFERRED GAIN ON SALE OF EQUIPMENT (Note 1)   933,063     933,063

LONG-TERM DEBT, (Note 6)                         -         17,793

                                            3,875,456   5,808,847

COMMITMENTS AND CONTINGENCIES (Notes 1 and 5)

SHAREHOLDERS' EQUITY (Notes 8 and 9):
Non-convertible, Cumulative, New Series 
A preferred stock ($1,800,000 and
$1,960,000 liquidation preference
in 1996 and 1997) - $4.80 stated value,
 shares authorized,issued and outstanding
  250,000                                   1,200,000   1,200,000
Common stock, $.01 stated value; shares 
authorized -10,000,000; shares issued 
and outstanding, 2,528,117 and 2,647,83        25,281      26,478
Contributed capital in excess of stated
value                                       1,347,085   1,610,638
Stock subscribed (Note 8)                     230,500       -
Retained earnings                           1,742,871   2,093,246
Treasury  stock,  99,000 shares 
purchased  at  cost          -                          (146,945)

TOTAL SHAREHOLDERS' EQUITY                   4,545,737  4,783,417

TOTAL LIABILITIES AND SHAREHOLDERS EQUITY   $8,421,193 $10,592,264


         See accompanying summary of accounting policies
         and notes to consolidated financial statements.
                 PCC GROUP, INC. AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF INCOME



                                     Year ended September 30,
                                    1995       1996      1997

NET SALES (Note 7)           $40,473,158 $40,644,767 $63,643,054
COST OF SALES (Note 7)        38,959,851  38,752,351  60,823,433
    Gross  profit              1,513,307   1,892,416   2,819,621

SELLING, GENERAL AND
ADMINISTRATIVE  EXPENSES       2,157,655   1,642,705   2,413,986

Income(loss)from operations     (644,348)    249,711     405,635

OTHER INCOME (EXPENSE):
Interest(expense)income, net      25,788       6,305    (42,259)
Gain on sale of equipment to 
related party  (Note 1)          426,802     135,000      -
Gain(los on sale of investments  205,536     (56,684)   (13,306)
Gain on reversal of
accrued liability                 -          233,731         -
 Other - net                      30,300      78,575     15,305
                                 688,426     396,927    (40,260)

Income before income taxes        44,078     646,638    365,375

INCOME TAXES (Note 4)            (19,337)    (3,200)   (15,000)

NET INCOME                        24,741     643,438    350,375

Dividends applicable to   
preferred stock                 (160,000)   (160,000   (160,000)

NET INCOME (LOSS) APPLICABLE TO
COMMON SHARES                 $(135,259) $   483,438   $ 190,375

INCOME PER SHARE:
 Net income (loss) applicable to
     common  shares             $(0.06)        $0.20      $ 07

WEIGHTED AVERAGE NUMBER OF COMMON
SHARES & COMMON EQUIVALENTS    2,285,375   2,466,816  2,566,144

         See accompanying summary of accounting policies
         and notes to consolidated financial statements.

              CONSOLIDATED STATEMENTS OF CASH FLOWS

         Increase (Decrease) in Cash and Cash Equivalents

                                    Year ended September 30,
                                    1995      1996       1997
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                        $24,741  $643,438  $ 350,375
 Adjustments to reconcile net
  income to net cash provided
  by (used in) operating activities:
  Depreciation and amortization     130,655   124,902   113,407
  Provision for bad debts           228,000    46,000   152,115
  Loss(gain)on sale of  assets        1,086    (6,502)      -
  Gain on sale of equipment       (426,802)  (135,000)      -
  (Gain) loss on sale of 
  investments                     (205,536)    56,684    13,306
Increase (decrease) from changes in:
Purchases of investments held for
Trading                        (3,654,041) (12,568,358)(12,015,949)
Proceeds on sales of investments
held  for trading               3,776,702   11,589,040  11,991,527
Accounts  receivable             (23,036)    (260,889)  (2,238,154)
Receivable from related 
parties                           401,880      315,69     208,628
   Income taxes receivable        130,000          -         -
   Inventory                    1,781,781    (858,588)    322,574
   Prepaids and other assets       24,763     (71,313)    (92,045)
   Accounts payable and accrued
  liabilities                  (1,969,924)    270,722    1,898,759
   Income taxes payable            19,337     (19,337)       2,050
   Net cash provided by (used in)
   operating activities           239,606    (873,509)     706,593
CASH FLOWS FROM INVESTING ACTIVITIES:
 Capital expenditures            (20,803)     (72,170)    (67,810)
   Purchase of tire recycling  
   equipment                  (2,251,552)    (819,315)        -
 Proceeds on sale of
  tire recycling equipment      3,200,000      300,000        -
 Proceeds on sale of assets         1,500       11,587        -
 Principal payments on notes 
 receivable - related parties      65,358          -          -
 Net advances(to)
from joint venture               (430,000)         -          -
 Capital contributions/advances to
 joint venture                   (198,430)    (378,786)    (9,119)
 Net cash provided by (used in)
 investing activities             366,073     (958,684)  (76,929)

         See accompanying summary of accounting policies
         and notes to consolidated financial statements.
                 PCC GROUP, INC. AND SUBSIDIARIES

              CONSOLIDATED STATEMENTS OF CASH FLOWS
                           (Continued)

         Increase (Decrease) in Cash and Cash Equivalents

                                               Year     ended
                                                September 30,
                                          1995    1996      1997
CASH FLOWS FROM FINANCING ACTIVITIES:
Line of credit - borrowing                  -         -    1,400,500
Line    of   credit   -   repayments        -         -   (1,260,500)
Due to related party                    (500,000)     -         -
Proceeds from common stock issuance          -     993,000      -
Cancellation of common stock                 -         (54)     -
Change in margin liability                 7,455   544,000  (123,797)
Principal payments on long-term debt      (7,389)   (8,145)   (1,413)
Borrowing of long-term debt                  -         -       17,791
Purchase of treasury stock                   -         -     (112,695)
Net cash provided by (used
in) financing activities                (499,934) 1,528,801  (80,114)

NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS                     105,745  (303,392)  549,550

CASH AND CASH EQUIVALENTS,
beginning of year                        705,366   811,111   507,719

CASH AND CASH EQUIVALENTS,
end of year                             $811,111  $507,719 $1,057,269



  Cash paid during the year for:
   Interest                             $  4,758  $  2,700   $19,512
   Income taxes                         $ 15,050  $  3,200   $12,950




         See accompanying summary of accounting policies
         and notes to consolidated financial statements.
                 PCC GROUP, INC. AND SUBSIDIARIES

              CONSOLIDATED STATEMENTS OF CASH FLOWS
                           (Concluded)

         Increase (Decrease) in Cash and Cash Equivalents




SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES:

  During   fiscal  1997,  the  Company  did  not  have   non-cash
  transactions.

  During  fiscal 1996, the Company sold additional tire-recycling
  equipment  to  a  related party (Note 1).   As  a  result,  the
  following non-cash transaction occurred:

   Increase  (decrease)  in  assets and  (increase)  decrease  in
liabilities from:

   Sale of equipment:
     Receivable from sale of equipment                 $1,062,270
     Non-cash portion of intercompany profit elimination (133,625)
     Deferred gain on sale of equipment                  (109,330)


  During  fiscal 1995, the Company sold tire-recycling  equipment
  to  a  related  party  (Note  1).   In  addition,  the  Company
  defaulted  on  a  note payable and the creditor  has  commenced
  foreclosure  proceedings  on  the  property  (Note  5).   As  a
  result, the following non-cash transactions occurred:

   Increase  (decrease)  in  assets and  (increase)  decrease  in
liabilities from:

   Sale of equipment:
    Receivable    from    sale    of    equipment      $2,130,518
    Non-cash portion of intercompany
    profit elimination                                 (1,171,785)
    Deferred gain on sale of equipment                   (958,733)

   Default on note payable and foreclosure on land:
    Unimproved land                            $(384,000)
    Current portion of long-term debt            350,000
    Accrued liabilities                           34,000



         See accompanying summary of accounting policies
         and notes to consolidated financial statements.
                 PCC GROUP, INC. AND SUBSIDIARIES

                  SUMMARY OF ACCOUNTING POLICIES



ORGANIZATION

           PCC   Group,  Inc.,  a  California  corporation,   and
subsidiaries  (the  "Company")  are  primarily  engaged  in   the
business  of distributing microcomputer components.  The  Company
has  also  entered into a new venture to focus on the development
and  commercialization  of  certain environment-related  products
which  will  be marketed principally in the Pacific Rim  markets.
See  Note  1.  The Company is located in California and has  four
wholly-owned   subsidiaries.    The   accompanying   consolidated
financial statements include the accounts of the Company and  its
subsidiaries.   All  significant  intercompany  transactions  and
balances have been eliminated.

ACCOUNTS RECEIVABLE AND CONCENTRATION OF CREDIT RISK

          The  Company  grants  uncollateralized  credit  to  its
customers  who  are located in various geographical  areas.   The
Company  maintains  its  cash accounts in high-quality  financial
institutions.   At September 30, 1996 and 1997, the  Company  had
bank  balances,  including cash, cash equivalents and  short-term
investments,  of  approximately $507,719  and  $1,057,269,  which
exceeded federally insured limits.

INVENTORIES

           Inventories   consist  principally  of   microcomputer
component  parts and are stated at the lower of weighted  average
cost (first-in, first-out) or market.

PROPERTY AND EQUIPMENT
Property  and  equipment  are stated at cost.   Depreciation  and
amortization are computed using the straight-line method over  an
estimated useful life of five years.
Maintenance, repairs and minor renewals are charged  directly  to
expense  as incurred.  Additions and betterments to property  and
equipment  are  capitalized.  When assets are  disposed  of,  the
related  cost  and accumulated depreciation thereon  are  removed
from  the accounts and any resulting gain or loss is included  in
operations.

INVESTMENT IN JOINT VENTURE
The  investment in joint venture is accounted for, based  on  the
equity  method  of  accounting.  This  investment  has  not  been
consolidated  into these financial statements due to  significant
doubt  about  the Company's ability to control the joint  venture
since  the  tire recycling plant is in China and  is  subject  to
close government supervision.
REVENUE RECOGNITION

         The Company recognizes revenue when the risk of loss for
the  product sold passes to the customer which is generally  when
goods are shipped.

                 PCC GROUP, INC. AND SUBSIDIARIES

                  SUMMARY OF ACCOUNTING POLICIES
                           (Continued)



INCOME TAXES

           Deferred   income   taxes  are  recognized   for   tax
consequences in future years of differences between the tax bases
of  assets and liabilities and their financial reporting  amounts
at  each  fiscal year-end based on enacted tax laws and statutory
tax  rates applicable to the periods in which the differences are
expected  to  affect  taxable income.  Valuation  allowances  are
established when necessary to reduce deferred tax assets  to  the
amount expected to be realized.

CASH AND CASH EQUIVALENTS

          For  the  purpose of these statements, cash equivalents
include  investments with original maturities of three months  or
less.

INCOME (LOSS) PER COMMON SHARE

          Income  (loss) per common share has been determined  by
dividing  net earnings (loss) (after deducting annual  cumulative
preferred  stock  dividends  for  the  respective  fiscal   year;
$160,000, $160,000 and $160,000 for the years ended September 30,
1995, 1996 and 1997) by the weighted average number of common and
common  equivalent shares outstanding.  Weighted  average  shares
are  computed using the treasury stock method, under which common
equivalent  shares include exercisable stock options  reduced  by
the  number of shares which could be purchased from the proceeds.
Stock  options  are  not included for the 1995 calculation  since
their effect would be anti-dilutive.

FAIR VALUE OF FINANCIAL INSTRUMENTS

          The carrying amounts of financial instruments including
cash and cash equivalents, investments, receivables, and payables
approximate their fair value due to the relatively short maturity
of these instruments.

INVESTMENTS

          Statement of Financial Accounting Standards (SFAS)  No.
115,  "Accounting  for Certain Investments  in  Debt  and  Equity
Securities" expands the use of fair value accounting but  retains
the  use of amortized cost for those debt securities where  there
is  a positive intent and ability to hold such debt securities to
maturity.  The Company has classified its investments in debt and
equity  securities into the trading category.   The  Company  had
gains (losses) on sale of investments of $205,536, $(56,684)  and
$(13,306) for the years ended September 30, 1995, 1996 and 1997.
                 PCC GROUP, INC. AND SUBSIDIARIES

                  SUMMARY OF ACCOUNTING POLICIES
                           (Continued)




STOCK BASED COMPENSATION

          Statement  of Financial Accounting Standards  No.  123,
"Accounting for Stock-based Compensation" SFAS 123, establishes a
fair  value  method  of  accounting for stock-based  compensation
plans  and for transactions in which a company acquires goods  or
services  from non-employees in exchange for equity  instruments.
The  Company adopted this accounting standard on October 1, 1996.
SFAS  123  also  gives  the  option to  account  for  stock-based
employee  compensation  in accordance with Accounting  Principles
Board  Opinion No. 25 (APB 25), "Accounting for Stock  issued  to
Employees,"  or SFAS 123.  The Company elected to follow  APB  25
which  measures compensation cost for employee stock  options  as
the  excess,  if any, of the fair market price of  the  Company's
stock  at  the measurement date over the amount an employee  must
pay to acquire stock.

ACCOUNTING ESTIMATES

          The  preparation of financial statements in  conformity
with generally accepted accounting principles requires management
to  make  estimates  and  assumptions that  affect  the  reported
amounts  of  assets and liabilities and disclosure of  contingent
assets  and  liabilities at the date of the financial  statements
and  the  reported  amounts of revenues and expenses  during  the
reporting  period.   Actual  results  could  differ  from   those
estimates.

RECLASSIFICATION

          Certain reclassifications have been made to conform the
prior year's amounts to the current year's presentation.

NEW ACCOUNTING PRONOUNCEMENTS

          Statement  of  Financial Accounting Standard  No.  128,
(SFAS  No.  128), "Earnings Per Share," issued by  the  Financial
Accounting  Standards Board is effective for financial statements
issued  for the periods ending after December 15, 1997, including
interim  periods.   The  SFAS  128 requires  restatement  of  all
periods  EPS  data presented.  The new standard also  requires  a
reconciliation of the numerator and denominator of the basic  EPS
computation  to the numerator and denominator of the diluted  EPS
computation.   The Company has not determined the effect  on  its
EPS calculation from the adoption of this statement.

Statement of Financial Accounting Standard No. 129 (SFAS No. 129),
"Disclosure  of Information about Capital Structure,"  issued  by
the   Financial  Accounting  Standards  Board  is  effective  for
financial statements issued ending after December 15, 1997.   The
new  standard reinstates various securities

                  SUMMARY OF ACCOUNTING POLICIES
                           (Continued)




disclosure  requirements  previously in effect  under  Accounting
Principles  Board  Opinion No. 15, which has been  superseded  by
SFAS  No. 129.  The Company does not expect adoption of SFAS  No.
129  to have a material effect, if any, on its financial position
or results of operations.



         Statement of Financial Accounting Standard No. 130 (SFAS
No.   130),  "Reporting  Comprehensive  Income,"  issued  by  the
Financial  Accounting Standards Board is effective for  financial
statements with fiscal years beginning after December  15,  1997.
Earlier  application  is  permitted.  SFAS  No.  130  establishes
standards  for reporting and display of comprehensive income  and
its  components  in  a  full  set  of  general-purpose  financial
statements.   The Company has not determined the  effect  on  its
financial  position or results of operations, if  any,  from  the
adoption of this statement.

         Statement of Financial Accounting Standard No. 131 (SFAS
No. 131), "Disclosure about Segments of an Enterprise and Related
Information," issued by the Financial Accounting Standards  Board
is effective for financial statements with fiscal years beginning
after  December 15, 1997.  The new standard requires that  public
business  enterprises report certain information about  operating
segments  in  complete  sets  of  financial  statements  of   the
enterprises  and  in  condensed financial statements  of  interim
periods  issued  to shareholders.  It also requires  that  public
business  enterprises  report  certain  information  about  their
products and services, the geographic areas in which they operate
and  their  major customers.  The Company has not determined  the
effect  on  its  financial position or results of operations,  if
any, from the adoption of this statement.


                 PCC GROUP, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 1 - INVESTMENT IN AND ADVANCES TO JOINT VENTURES

Dalian Green Resources Joint Venture

          The  Company  entered  into a joint  venture  agreement
("Agreement")  with a corporation in Dalian, China,  to  build  a
facility  which recycles tires by utilizing innovative technology
and  converts the tires into saleable solids, liquids and  gases.
This  facility is expected to be completed in early 1998.   Under
the  Agreement, the Company has agreed to purchase up to  55%  of
the  equity  of  Dalian Green Resources Corporation  ("DGR")  for
$1,660,000 and the contribution by the Company of tire  recycling
technology.  Through September 30, 1997, the joint venture had no
operations  and  the  Company  had  contributed  tire   recycling
technology  and  made  cash equity contributions  of  $1,550,000.
Under the terms of the Agreement, the owners of DGR will share in
the  profits  of  the venture according to their relative  equity
ownership.  During the years ended September 30, 1996  and  1997,
the  Company made equity contributions of $378,786 and  $0.   The
Company  is required to make an equity contribution amounting  to
$110,000 in fiscal 1998.

          The Company entered into a licensing agreement with  an
inventor  of  tire recycling technology to utilize his  recycling
process.  Under the terms of the licensing agreement, the Company
has  the  exclusive right to use this technology in seven Pacific
Rim  countries,  including China.  In return, the Company  issued
50,000  shares  of  the Company's unregistered  stock  valued  at
$35,000 and will issue an additional 50,000 shares of stock  when
the  tire  recycling plant is operational.  The Company has  also
agreed to repurchase these shares for $3.00 per share, after  the
DGR  plant is completed if the stock can not be sold to unrelated
parties for at least that price.  In addition, the inventor  will
receive  an annual payment of 20% of the Company's share  of  the
net  profits  from the venture.  The Company has guaranteed  that
this  annual  payment  to the inventor  will  not  be  less  than
$100,000.  In addition, the inventor has the option, at all times
for  the  duration  of  the agreement, to  purchase  unregistered
common shares of the Company at one-third of its market value  at
the   time  of  purchase.   During  fiscal  1997,  the  Company's
relationship with the inventor deteriorated after the  technology
failed  to  perform.   The Company has filed action  against  the
inventor for breach of contract.

          The Company also entered into an agreement with DGR  to
purchase equipment on DGR's behalf for the tire recycling  plant.
The  Company  acquired and resold this equipment  to  DGR  during
fiscal  1995 and 1996.   The Company recognized gain on the  sale
to  the  extent of their nonownership interest (45%) in  DGR  and
cash received from DGR.  A gain of $426,802, $135,000 and $0 were
recognized  during the years ended September 30, 1995,  1996  and
1997  (see  Note 7).  The Company deferred $933,063 of gain  from
sale of equipment which will be recognized when the equipment  is
sold  to  a  third  party.   The  Company  had  a  receivable  of
$2,871,574 and $2,880,692 due from DGR as of September  30,  1996
and  1997 which is included in the investment in and advances  to
joint venture balance.
                 PCC GROUP, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           (Continued)


NOTE 1 - INVESTMENT IN AND ADVANCES TO JOINT VENTURES (Continued)

         Summarized financial data of DGR consists of:
                                               September 30,
                                             1996        1997

    Current assets                        $ 650,000     $ 81,000
    Non-current assets                   11,862,000   14,253,000
  Total assets                           12,512,000   14,334,000

    Current liabilities                    3,934,000   3,940,000
    Non-current liabilities                5,113,000   7,057,000
    Equity                                 3,465,000   3,337,000

To date, there have been no operations at DGR.

Hainan Joint Venture

          On April 23, 1996, the Company entered into a new joint
venture  with  the  Hainan Shenhai Energy Resource  and  Chemical
Industry Co. Ltd., China Hainan Yung Tzuo Enterprise Co., and DGR
for  construction and operation of a second tire recycling  plant
in  China.   Capital contributions have yet to  be  made  by  any
partners.  The Company will have a 40% interest and will  provide
the  technology and equipment worth $1.375 million along with  an
equity contribution of $825,000.

NOTE 2 - PROPERTY AND EQUIPMENT

    Property and equipment consists of:
                                                 September 30,
                                             1996        1997

    Furniture, fixtures and equipment       $810,225     $743,398
    Vehicles                                  35,872       61,966
    Leasehold improvements                     6,900        8,457
                                             852,997      813,821
    Accumulated depreciation and
    Amortization                            (707,694)    (714,115)
    Property and equipment, net             $145,303      $99,706

NOTE 3 - MARGIN LIABILITY

         The Company invests excess cash in various securities on
a  short term margin basis.  The investments are made for trading
purposes  which involve varying degrees of market risk in  excess
of  amounts  recognized  in  the  balance  sheet.   In  a  margin
transaction,  brokers  extend credit  to  customers,  subject  to
various regulatory margin requirements, which allow customers  to
purchase securities in excess of the
                 PCC GROUP, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           (Continued)


underlying collateral.  Margin requirements may not be sufficient
to fully cover losses which customers may incur.  Such
transactions may expose the Company to significant  
risk in the event that the value of the securities decline.
As  of  September 30, 1996 and 1997, the Company  had  securities
margin liability of $551,455 and $427,658. The notional value of the
securities owned by the Company as of September 30,1997 was $1,090,592


NOTE 4 - INCOME TAXES

         Income taxes are as follows:

                                        Year ended September 30,
                                         1994     1995    1996
    Current
      Federal                            $ -      $ -     $ -
      State                              19,377    3,200  15,000
                                         $19,377  $3,200 $15,000

          The  components  of  the  net deferred  tax  asset  and
liability are as follows:


                                              September 30,
                                             1996        1997

    Deferred tax asset                    $1,238,307 $1,034,539
    Deferred tax liability                  (98,428)    (78,571)
    Valuation allowance                   (1,139,881)  (955,968)

                                            $   -        $  -

         The types of temporary differences between the tax bases
of  assets and liabilities and their financial reporting  amounts
that  give rise to the net deferred tax asset and liability,  and
their approximate tax effects, are as follows:

                                      Year ended September 30,
                                             1996        1997

    Excess tax depreciation over book     $ (45,507)   $(23,338)
    Inventory and bad debt reserves         203,222      77,881
    Accrued vacation                          2,814       3,585
    State taxes                               1,088       1,621
    Installment sales                       (52,248)    (52,248)
    Other                                     3,008          -
    Net operating loss carryforwards      1,027,504     948,467
    Valuation allowance                  (1,139,881)   (955,968)
                                            $   -        $  -



                 PCC GROUP, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           (Continued)



NOTE 4 - INCOME TAXES (Continued)

           Management   is  unable  to  determine   whether   the
realization of the net deferred tax asset is more likely than not
and a 100% valuation allowance has been established.

          The  difference between the effective tax rate and that
computed under the federal statutory rate is as follows:
                                               1995  1996   1997

    Federal statutory rate                      34%    34%   34%
    Federal utilization of net operating
     loss carryforward                           (34)  (34)  (34)
     State  taxes,  net  of federal  benefit            -       -
4.1
                                                     -%        -%
4.1%

     During  fiscal  1997, the Company utilized  tax  benefit  of
$350,375 from the net operating loss carryforward.

          As  of  September  30,  1997, for  federal  income  tax
purposes,  the  Company had approximately  $2.7  million  in  net
operating  loss carryforwards expiring through 2001.  The  annual
utilization   of   the   operating  loss  carryforward   may   be
significantly limited due to the adverse resolution, if any, with
respect to the loss carryover provisions of Internal Revenue Code
section  382  in  connection  with the  acquisition  of  WMD  and
subsequent stock ownership changes by the Company.

NOTE 5 - COMMITMENTS AND CONTINGENCIES

    Commitments
          The  Company  leases  a building  and  equipment  under
noncancelable operating leases expiring at various dates  through
2001.   Future  minimum rental payments required under  operating
leases  that  have an initial or a remaining noncancelable  lease
term in excess of one year at September 30, 1997 are as follows:

      Year ending
     September 30,

         1998                               $ 73,978
         1999                                 31,021
         2000                                 13,018
         2001                                 13,018
         2002                                  3,328
                                            $134,363

          Rental expense for the years ended September 30,  1995,
1996 and 1997 was approximately $146,000, $148,000 and $104,950.

                 PCC GROUP, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           (Continued)

 Economic Dependency
          A majority of the Company's fiscal 1995, 1996, and 1997
sales  were derived from products supplied by one vendor.   While
the  Company  believes that alternative sources of supply  exist,
the  loss  of  the right to distribute products from this  vendor
might materially and adversely impact its operations.

NOTE 5 - COMMITMENTS AND CONTINGENCIES (Continued)

    Lawsuits
          The  Company is, from time to time, involved in various
lawsuits   generally  incidental  to  its  business   operations,
consisting  primarily of collection actions and vendor  disputes.
In  the  opinion of management, the ultimate resolution of  these
matters,  if  any,  will  not have a significant  effect  on  the
financial position, operations or cash flows of the Company.

NOTE 6 - DEBT

          During  the year, the Company entered into  a  line  of
credit  agreement  expiring  May 19,  1998,  which  provides  for
borrowings of up to $3,000,000 which is collateralized by certain
inventory and accounts receivable.  The balance outstanding under
this  line  of  credit at September 30, 1997 was  $140,000.   The
borrowings  under this agreement bear interest at the prime  rate
(8.5%  at September 30, 1997) plus 1.25%.  The terms of the  line
of credit agreement contain, among other provisions, requirements
for  maintaining defined levels of working capital, tangible  net
worth,  annual  capital expenditures and a debt-to-equity  ratio.
The  company  was  in  compliance with  the  financial  covenants
contained in the line of credit agreement at September 30, 1997.

          In addition, during September 1997, the Company entered
into  an  equipment loan maturing through 2002.  This loan  bears
interest of 8.9% and is collateralized by certain equipment.

NOTE 7 - RELATED-PARTY TRANSACTIONS

          The  Company  conducts business with certain  companies
that  are owned wholly or in part by certain shareholders of  the
Company.   On  the  accompanying  consolidated  balance   sheets,
receivables  from  related  parties  consist  of  trade  accounts
receivable of $576,282 and $367,654 as of September 30, 1996  and
1997.   During fiscal 1996, the Company utilized the services  of
one  of its related parties based in China to help assist in  the
assembly  and maintenance of equipment which was sold to  DGR.  A
consulting fee of $300,000 was charged against the 1996  sale  of
equipment  to  DGR (see Note 1) for the services of this  related
party.

                                            Included    in    the
accompanying  consolidated statements  of  income  are  sales  to
related parties of $4,221,767, $3,640,732 and $2,744,229 for the
years ended September 30, 1995, 1996, and 1997 and purchases fr
om  related  parties of $103,844, $49,880 and  $179,302  for  the
years ended September 30, 1995, 1996 and 1997.  In additional the
Company  has  an  outstanding loan with a related  party,  as  of
September  30,  1996 and 1997, in the amount of $0  and  $54,017.
Consulting  fees of $300,000 were paid to a related party  during
fiscal  1997, for administrating and designing the technology  of
the tire recycling plant.


                 PCC GROUP, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           (Continued)

          During  1992, the Company sold its 51% interest  in  an
apparel  company  to  a related shareholder for  $408,000,  which
consisted of $204,000 in cash and a note receivable in the amount
of  $204,000.   In connection with the sale, the Company  entered
into  a  management  agreement  to  provide  certain  management,
accounting   and   administrative  support   services   to   this
corporation.  The note receivable, which is collateralized by the
shares  of this corporation, bears interest at 8% per annum  with
the  principal balance and any unpaid accrued interest  due  June
30,  1997.   As  of September 30, 1996 and 1997, the  outstanding
balance on this note receivable was $100,000.

NOTE 8 - PREFERRED AND COMMON STOCK

          During the year ended September 30, 1992, the Company's
articles of incorporation were amended and a $15,000,000 note was
cancelled  in exchange for 250,000 shares of Series A non-voting,
non-convertible preferred stock.  The preferred stock accumulated
dividends at the rate of $1 per share per year and is redeemable,
at  the  Company's option, for $60 per share.  No dividends  were
declared by the Company during fiscal 1992.  The preferred  stock
was  given  a $15,000,000 ($60 per share) liquidation  preference
value.

          On  December  31,  1992, in order  to  more  accurately
reflect  the financial condition of the Company and to provide  a
more  appealing  situation  to potential  equity  investors,  the
Company issued 250,000 shares of a new series of preferred stock,
designated  New  Series A preferred stock  in  exchange  for  the
250,000 shares of outstanding Series A preferred stock.  The non-
voting,  non-convertible New Series A preferred stock accumulates
dividends  at the rate of $0.64 per share per year.  No dividends
were declared during fiscal 1995, 1996 or 1997.

         The New Series A preferred stock was given a liquidation
preference  value  and  a redemption price  of  $4.80  per  share
($1,200,000 total liquidation preference) plus cumulative  unpaid
dividends  which totalled $600,000 and $760,000 at September  30,
1996  and  1997.  The New Series A preferred stock is redeemable,
at the Company's option, at any time.

          During  fiscal year 1996, the Company had three private
placement   offerings.   For  the  first  two  private  placement
offerings,  248,142 shares were issued at approximately  $3.40  a
share.    Net  proceeds  received  were  $762,500  and   expenses
associated  with the offerings were $80,000 which was charged  to
contributed capital in excess of par.  As of September 30,  1996,
no  stock  was  issued for the third private placement  offering.
Accordingly, the net proceeds of $230,500 from the third  private
placement  are  reflected on the financial  statements  as  Stock
Subscriptions.  In November 1996, 51,222 shares were  issued  for
the third private placement offering.

          During fiscal year 1997 the Company was not involved in
a private offering.

NOTE 9 - TREASURY STOCK

          From time to time, the Company's Board of Directors has
authorized the repurchase of shares of the Company's common stock
in the open market.

          During fiscal year 1997, the Company repurchased 30,500
shares  of treasury stock at an average per share cost of  $3.50.
In  prior  years the Company purchased 68,500 shares of  treasury
stock  at an average per share cost of $.50.  The Company treated
the purchase of treasury stock as though the stock was cancelled.
During fiscal 1997, it was determined that the treasury stock was
not cancelled.  Thus the 68,000 shares  of  common  stock were 
included in treasury  stock.   The Company  holds a total of 99,000 
shares of treasury  stock  which may be used for any corporate purpose.

NOTE 10 - STOCK OPTION PLAN

The  Company provides a non qualified stock options plan  and  an
incentive  stock  option  plan for its  employees,  officers  and
directors.

The  non  qualified stock option plan authorizes the granting  of
options to purchase up to an aggregate maximum of 500,000  shares
of  common  stock, with an exercise price at least equal  to  the
fair  market  value  of  the shares at  the  date  of  grant,  to
designated  employees, executive officers and  directors  of  the
Company.  The stock option term is for a period of ten years from
the  date of grant or such shorter period as is determined by the
Board  of  Directors.  Each stock option may provide that  it  is
exercisable   in   full   or  in  cumulative   or   noncumulative
installments, and each stock option is exercisable from the  date
of  grant  or any later date specified therein, all as determined
by the Board of Directors. This plan terminates in the year 2002.
To date 292,300 shares of stock options were issued to employees,
officers and directors under the non qualified stock option plan.
During  fiscal  year  1997, 20,000 shares of stock  options  were
granted to one of the Company's directors.

The  incentive stock option plan provides for the issuance of  up
to  200,000  shares of common stock to designated  employees  and
executive  officers of the Company.  122,700 shares were  granted
to  the Company's officers.  During fiscal year 1997, the Company
did  not issue additional stock options under the incentive stock
option plan.

The   Company   applies   APB  Opinion   No.   25   and   related
interpretations  in  accounting  for  its  stock  option   plans.
Accordingly,  no  compensation cost has been recognized  for  its
stock  option  plans.  Had compensation cost  for  the  Company's
stock option plans been determined consistent with FASB No.  123,
the  Company's net income and earning per share would  have  been
reduced to the pro forma amounts included below:

                                        Year ended September 30,
                                             1996        1997

Net income attributable to common stockholders:
 As reported                                 643,438     350,374
 Pro forma                                   510,288     205,439

Net income applicable to common shares
     As    reported                              .02         .07
     Pro    forma                                .12         .02
                 PCC GROUP, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           (Concluded)




NOTE 10 - STOCK OPTION PLAN (Continued)

The  stock  option plan summary and changes during each  year  is
presented below:

                          Year ended September 30,
                          1995                   1996                   1997
                          Weighted               Weighted             Weighted
                          Average                Average              Average
                          Exercise               Exercise             Exercise
                   Shares   Price      Shares    Price  Shares       Price
Options outstanding at
 beginning of year 300,000   $1.15       300,000 $1.15  395,000   $   1.52

Options granted       -       -           95,000  2.70   20,000       2.00

Options cancelled     -       -               -      -       -         -

Options exercised     -       -                -      -       -        -

Options at end of
year              300,000  $1.15         395,000 $1.52  415,000   $   1.54

Options exercisable
at end of year    117,300   1.12         212,300 1.87   292,300       1.47

Weighted-average fair
 value of options
 granted during the
 year                 $   -          $    .52         $  3.10


The  following  table  summarizes  information  about  the  stock
options outstanding at September 30, 1997.


                Options Outstanding                      Options Exercisable
                Number         Weighted  Avg. Weighted   Number   Weighted
Range  of       Outstanding    Remaining      Average    Exer.    Average
Exer,  Price    9/30/97        Contractual    Exer.Price 9/30/97  Exercisable 
                                                                  Price

$1.12 to 1.50    355,000        5.5 years     $   1.20    232,300    $  1.21
$2.00 to 3.50     60,000        5.0  years        2.50     60,000       2.50

$1.12 to 3.50    415,000        5.7  years   $    1.90    292,300    $  1.47

                 PCC GROUP, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           (Concluded)




NOTE 10 - STOCK OPTION PLAN (Continued)

Options  exercisable  at  September  30,  1997  have  an  average
exercise  price  of $1.86.  The fair value of the  stock  options
granted   during   1997  and  1996  was  $62,000   and   $50,214,
respectively, on the date of grant using the Black Scholes option-
pricing  model.  The weighted-average assumptions  used  were  as
follows:

                                      Year ended September 30,
                                            1996         1997

Discount rate - bond yield rate             6%           6%

Volatilit                                 75.34%         75.34%

Expected life                             5 years      5 years

Expected dividend yield                            -           -

NOTE 11 - SIGNIFICANT CUSTOMER

During fiscal 1997, 25% of the Company's net sales were generated
from  one customer.  During fiscal 1995 and 1996 the Company  did
not have any significant customers.

                 PCC GROUP, INC. AND SUBSIDIARIES

         SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
      FOR THE YEARS ENDED SEPTEMBER 30, 1995, 1996 and 1997



                                 Amount
                  Beginning     charged                  Ending
Description        balance    to expense   Deductions   balance

Allowance for doubtful
 accounts:

 Fiscal 1995        $ 96,000    $228,000     $ 60,000    $264,000

 Fiscal 1996        $264,000    $ 46,000     $211,000    $ 99,000

 Fiscal 1997        $ 99,000    $152,000     $216,000    $ 35,000

Reserve for inventory
 obsolescence:

 Fiscal 1995        $184,000    $157,000     $   -       $341,000

 Fiscal 1996        $341,000    $ 30,000     $   -       $371,000

 Fiscal 1997        $371,000   $      -      $146,000    $225,000
                           SIGNATURES

      Pursuant to the requirements of Sections 13 or 15(d) of the
Securities  Exchange Act of 1934, the Registrant has duly  caused
this  Amendment  No.  1  to  be  signed  on  its  behalf  by  the
undersigned, thereunto duly authorized.

Dated:  September 4, 1998

                                  PCC GROUP, INC.


                                  By: /s/ Jack Wen
                                     Jack Wen
                                     Chairman of the Board,
                                      Chief Executive Officer and
President



        Dalian North Certified Public Accountants Office
  Golden Horse Road, North Accounting Company Building, Dalian
                        Development Zone
        Telephone: 86-411-765-5664; Fax: 86-411-761-1017
                                
    Reference: Enterprise with Foreign Investment  (1997) 297
                                
                                
The Board of Directors
Dalian Green Resources Co. Ltd.

       We  have  audited  the  accompanying  balance  sheets  and
statements  of  changes  in financial position  of  Dalian  Green
Resources  Co.  Ltd. as of September 30, 1996  and  1997.   These
financial  statements  are the responsibility  of  the  Company's
management.  Our responsibility is to express an opinion on these
financial statements.  We conducted our audit in accordance  with
independent  audit standards for certified public accountants  in
China.  During the process of audit, we implemented all necessary
audit  procedures  including examining accounting  records  on  a
sampling basis.

     In  our opinion, the financial statements referred to  above
present  fairly, in all material respects, the financial position
and  changes in financial position as of September 30,  1996  and
1997  in  conformity of with Accounting Standards for Enterprises
and Accounting Regulation for Enterprises with Foreign Investment
in China on a consistent basis.




                            Dalian    North   Certified    Public
          Accountants Office

                         Chinese Certified Public Accountants:

                         Zhao Yong and Liu Hongtao

November 25, 1997

                  DALIAN GREEN RESOURCE CO LTD.
       STATEMENT OF CHANGES IN FINANCIAL POSITION (IN RMB)
                                
                                 09/30/96    09/30/97    09/30/97
                                   BALANCE    BALANCE     BALANCE
                                          RM.      RM.        US$
                                
                                
ASSETS
Cash and cash equivalent        4,916,000      151,000     18,189
Accounts receivable                     0            0          0
Other accounts receivable         244,000      129,000     15,539
Inventory                         235,000      394,000     47,460
     Total current assets       5,395,000      674,000     81,188

Property, plant and equipment   2,009,000    1,800,000    216,823
Accumulated depreciation        ( 193,000)    (399,000)   (48,062)
                                          

Construction in progress       87,246,000  106,121,000  12,783,044
Intangible assets               6,449,000    6,449,000     776,829
Organizational expenses         2,967,000    4,355,000     524,591

                               98,478,000  118,326,000  14,253,225

Total Assets                  103,873,000  119,000,000  14,334,413



LIABILITIES AND EQUITY
Short-tem bank loans            4,630,000    2,679,000     322,705
Current portion of long-term 
bank loans                              0            0           0
Accounts payable               24,262,000   24,301,000   2,927,232
Taxes payable                     (40,000)     (44,000)     (5,300)
Accrued liabilities             3,811,000    5,777,000     695,882
Total current liabilities      32,663,000   32,713,000   3,940,518

Long-term bank loans           41,821,000   57,867,000   6,970,500
Deferred gain or (loss) of foreign
Exhange                           621,000      710,000      85,525
                               42,442,000   58,577,000   7,056,02
Total Liabilities              75,105,000   91,290,000  10,996,543


INVESTORS EQUITY
Dalian Materials Devel (US$)    2,520,000                2,520,000
PCC Group, Inc.  (US$)          1,550,000                1,550.000
Contributed capital
(US$1=RM. 5.7)                 23,199,000   23,199,000
Additional paid in capital      5,569,000    4,511,000
Translation adjustments                                   (733,000)
   Total Investors equity      28,768,000   27,710,000   3,337,000


Total liabilities and equity 103,873,000   119,000,000  14,334,413

                 DALIAN GREEN RESOURCE CO., LTD.
      STATEMENT OF CHANGES IN FINANCIAL POSITION ( IN RMB)
                                
Year ended September 30,               1996                       1997
                                .
Cash flows from operating activities
Net income (loss)                           0                       0
   Adjustments to reconcile net income (loss) to net cash
   provided by (used in ) operating activities
      Depreciation                    150,000                 253,000
      Loss on disposal of fixed assets      0                 162,000
      Increase (decrease) from changes in :
      Other account receivable         47,000                 115,000
      Inventory                      (235,000)               (159,000)
      Tax refunds receivable          (39,000)                 (4,000)
      Accounts payable              6,189,000                  39,000
      Accrued liabilities           3,213,000                 908,000   
Net cash provided by operating
activities                          9,325,000               1,314,000


Cash flows from investing activities

Increase in
property, plant and equipment        (847,000)                      0
construction in progress          (20,160,000)            (18,875,000)
intangible assets                    (363,000)                      0
organization expenses              (1,502,000)             (1,388,000)   
Net cash flows
in investing activities           (22,872,000)            (20,263,000)


Cash flows from financing activities
Proceeds of capital injected        2,495,000                       0
Repayment  of short term
bank loans                         (4,561,000)             (1,951,000)
Proceeds of long term bank loans   16,677,000              16,046,000   
Net cash flows  from
financing activities               14,611,000              14,095,000


Effect of changes in exchange rates    99,000                  89,000    


Net decrease in cash and
cash equivalents                    1,163,000              (4,765,000)

Cash and cash equivalents, beg.     3,753,000               4,916,000    

Cash  and cash equivalents, end     4,916,000                 151,000



Noncash transactions :

Additional paid in capital                                 (1,058,000)
Accrued liabilities                                         1,058,000