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 199


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                 $8,421,193   $10,592264


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
1996and1997)-$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 2,647,839            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(Note7)    38,959,851  38,752,351  60,823,433
Gross profit             1,513,307   1,892,416   2,819,621

SELLING, GENERAL AND
ADMIN. 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    25,788        6,305    (42,259)
Gain on sale of equipment 
to related party (Note 1) 426,802      135,000        -
Gain (loss) 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 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 AND 
COMMON EQUIVALENTS     2,285,375     2,466,816  2,566,144

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

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
FOR THE YEARS ENDED SEPTEMBER 30, 1995, 1996 AND 1997

                                                    Contributed
                                                Capital in
                          Preferred Stock    Common Stock      Treasury Stock  
                           Shares   Amount   Shares    Amount  Shares  Amount   
BALANCE, October 1, 1994  250,000 $1,200,000 2,285,375 $22,854    -   $   -    
Net income                   -          -         -       -       -       -    
BALANCE,September 30,1995 250,000  1,200,000 2,285,375  22,854    -       -
                                                                               
Issuance of common stock    -           -      248,142   2,481    -       -    

Canceln of common stock     -           -      (5,400)    (54)    -       -    

Stock subscribed            -           -        -          -     -       -    

Net income                  -           -        -          -     -       -    

BALANCE,September 30,1996 250,000 1,200,000 2,528,117 25,281    -       -      


Issuance of common stock
(Note 8)                   -            -      51,222   512    -       -       

Purchase of treasury
stock (Note 9)             -            -      68,500   685 99,000 (146,945)  

Net income                 -            -         -        -           -       

BALANCESeptember30,1997 250,000 $1,200,000 2,647,839$26,478 99,000 $(146,945)  

(Continued)
                       Contributed
                       Capital in
                       Excess of     Stock         Retained
                       Stated Value  Subscription  Earnings   Total 
Balance,October 1,1994  $587,066     $   -       $1,074,692 $2,884,612

Net Income                  -            -           24,741     24,741

Balance Sept. 30,1995    587,066         -        1,099,433   2,909,353

Issuance common stock    760,019         -             -        762,500

Cancellation com.stk.       -            -             -           (54)

Stock subscribed            -         230,500          -        230,500

Net income                  -            -           643,438    643,438

Balance Sept. 30,1996  1,347,085      230,500      1,742,871  4,545,737

Issuance of common stk   229,303     (230,500)          -         -

Purchase of treasury
stock (note 9 )           34,250         -              -      (112,695)

Net Income                  -            -           350,375    350,375

Balance Sept. 30, 1997 $1,610,638      -          $2,093,246 $4,783,417

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


PCC GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

Increase (Decrease) in Cash and Cash Equivalents

     Year ended September30,               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 fixed 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 ofinvestments 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      315,692     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 fixed 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 equipm            (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   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.

PCC GROUP, INC. AND SUBSIDIARIES

SUMMARY OF ACCOUNTING POLICIES
(Concluded)

NEW ACCOUNTING PRONOUNCEMENTS (Continued)
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  accounts
receivable from DGR is collected.  The Company had a receivable of
$2,871,574 and $2,880,693 due from DGR as of September  30,  1996
and  1997  which is included in the investment in and advances  to
joint venture balance.
The  investment in and advances to DGR  compose  of  as follows:


September 30,                            1996          1997
Investment in DGR                   $1,550,000    $1,550,000
Start-up costs                         300,740       300,740
Accounts receivable                  2,871,574     2,880,693
Advance to DGR                         100,000       100,000
Unrecognized gain                   (1,827,066)   (1,827,066)
                                    $2,995,248   $ 3,004,367


PCC GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)


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


In  addition, 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 underlying collateral.  Margin requirements  may not
be sufficient to fully cover losses which customers may incur. Such
transactions  may  expose the Company  to  significant  off-
balance-sheet  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
national value of the securities owned by the Company at September
30, 1997 was $1,090,592.

PCC GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)



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)
                                      $   -       $  -

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.

PCC GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)



NOTE 4 - INCOME TAXES (Continued)

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 carryforwards                  (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.
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.

PCC GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)


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  from  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.

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.

PCC GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)



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.

PCC GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)



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 Average  Weighted  Number      Weighted
Range of    Outstanding Remaining         Average   Exercisable Average
Exer.Price  at 9/30/97  Contractual Life  Exercise 
                                          Price     at 9/30/97  Exer. 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%

Volatility                                 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


November 25, 1997