<PAGE> 1
                          UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.   20549
                           FORM 10-Q
     (Mark One)

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

         For the quarterly period ended September 30, 1997

                              OR

     [ ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
              OF THE SECURITIES EXCHANGE ACT OF 1934

                  Commission File No. 33-66606


                    PM HOLDINGS CORPORATION
        (Exact name of registrant as specified in its charter)

          DELAWARE                                      76-0407288
(State or other jurisdiction of                       (I.R.S.Employer
 incorporation or organization)                     Identification Number)

                       1401 S. HANLEY ROAD
                   ST. LOUIS, MISSOURI 63144
        (Address of principal executive offices)  (Zip Code)

                        (314) 768-4100
        (Registrant's telephone number, including area code)

     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 report(s), and (2) has been subject to
such filing requirements for the past 90 days.

                      Yes...X....  No........

     As of October 28, 1997, 454,103 shares of the registrant's common stock,
par value $.01 per share, which is the only class of common stock of the
registrant, were outstanding.

                       Page 1 of 18 pages



<PAGE> 2
                        PM HOLDINGS CORPORATION

<TABLE>
                          Table of Contents
                   Form 10-Q for the Quarterly Period
                        Ended September 30, 1997
<CAPTION>

                                                                           Page
                                                                           ----
PART I            FINANCIAL INFORMATION
------            ---------------------
<S>               <C>                                                       <C>
Item 1.           Financial Statements (Unaudited)

                     Consolidated Balance Sheets at September 30,
                     1997 and December 31,1996                               3

                     Consolidated Statements of Operations for
                     the three and nine months ended September 30,
                     1997 and September 30, 1996                             4

                     Consolidated Statements of Cash Flows for
                     the nine months ended September 30, 1997 and
                     September 30,1996                                       5

                     Notes to Consolidated Financial Statements              6

Item 2.           Management's Discussion and Analysis of
                  Financial Condition and Results of Operations              9

<CAPTION>
PART II          OTHER INFORMATION
-------         ------------------
<S>               <C>                                                       <C>
Item 6.           Exhibits and Reports on Form 8-K                          14

SIGNATURE                                                                   16

</TABLE>


                                    2
<PAGE> 3

<TABLE>
PM HOLDINGS CORPORATION
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
SEPTEMBER 30, 1997 AND DECEMBER 31, 1996
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)


<CAPTION>
                                                                                          DECEMBER 31, 1996
                                                                                            (DERIVED FROM
                                                                                          AUDITED FINANCIAL
                                                        SEPTEMBER 30, 1997                   STATEMENTS)
                                                        ------------------                -----------------
<S>                                                          <C>                              <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents                                    $  9,035                         $ 25,462
Accounts receivable, net                                       43,695                           55,816
Inventories                                                    62,657                           61,364
Prepaid expenses and other current assets                      16,559                           19,546
                                                           ---------------------------------------------
TOTAL CURRENT ASSETS                                          131,946                          162,188
Property, plant and equipment, net                            242,840                          250,600
Intangible assets, net                                        129,619                          138,129
Other assets                                                   60,339                           62,529
                                                           ---------------------------------------------
TOTAL ASSETS                                                 $564,744                         $613,446
                                                           =============================================

LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable                                             $ 55,443                          $70,913
Current portion of long-term debt                              28,277                           23,136
Customer advance payments                                       2,918                           17,474
Other current liabilities                                      25,888                           31,366
                                                           ---------------------------------------------
TOTAL CURRENT LIABILITIES                                     112,526                          142,889

Other liabilities                                              65,342                           63,741
Long-term debt                                                343,937                          364,349

Common stock held by ESOP                                      36,890                           36,895
    Less unearned ESOP compensation                                 0                           (2,141)

STOCKHOLDERS' EQUITY:
Preferred stock, $0.01 par value:  200,000 shares
    authorized, none issued or outstanding
Common stock, $0.01 par value:  800,000 shares
    authorized, 454,103 and 453,801 shares issued
    and outstanding at September 30, 1997 and
    December 31, 1996, respectively                                 5                                5
Additional paid-in capital                                     35,478                           35,205
Accumulated deficit                                           (28,193)                         (26,256)
Adjustment for minimum supplemental retirement
    liabilities                                                (1,241)                          (1,241)
                                                           ---------------------------------------------
TOTAL STOCKHOLDERS' EQUITY                                      6,049                            7,713
                                                           =============================================
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY                     $564,744                         $613,446
                                                           =============================================

(SEE ACCOMPANYING NOTES)

</TABLE>


                                    3
<PAGE> 4

<TABLE>
PM HOLDINGS CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)

<CAPTION>
                                                      THREE MONTHS ENDED                   NINE MONTHS ENDED
                                                 SEPTEMBER 30,     SEPTEMBER 30,      SEPTEMBER 30,    SEPTEMBER 30,
                                                     1997              1996               1997             1996
                                                 ------------      ------------       ------------     ------------
<S>                                                <C>               <C>               <C>               <C>
NET SALES                                          $263,830          $290,802          $818,024          $892,815

COSTS AND EXPENSES:
Cost of products sold                               220,878           250,565           685,983           766,237
Marketing, distribution and advertising              21,046            19,955            62,138            62,754
General and administrative                            7,554             7,661            22,419            24,015
Amortization of intangibles                           5,127             4,861            15,467            14,626
Research and development                              1,855             1,906             5,109             5,463
Other (income) expense, net                            (693)            9,566            (3,370)           10,536
                                                 ------------------------------------------------------------------
                                                    255,767           294,514           787,746           883,631
                                                 ------------------------------------------------------------------
OPERATING INCOME (LOSS)                               8,063            (3,712)           30,278             9,184
Interest expense                                     10,950            10,977            32,348            32,797
                                                 ------------------------------------------------------------------
Loss before income taxes                             (2,887)          (14,689)           (2,070)          (23,613)
Income tax benefit                                   (1,184)           (2,530)             (199)           (5,313)
                                                 ------------------------------------------------------------------
NET LOSS                                           $ (1,703)         $(12,159)         $ (1,871)         $(18,300)
                                                 ==================================================================

NET LOSS PER COMMON SHARE                          $  (3.78)         $ (27.73)         $  (4.16)         $ (41.43)
                                                 ==================================================================

(SEE ACCOMPANYING NOTES)

</TABLE>


                                    4
<PAGE> 5

<TABLE>
PM HOLDINGS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(DOLLARS IN THOUSANDS)

<CAPTION>
                                                                                   NINE MONTHS ENDED
                                                                      SEPTEMBER 30, 1997       SEPTEMBER 30, 1996
                                                                      ------------------       ------------------
<S>                                                                        <C>                     <C>
OPERATING ACTIVITIES:
Net loss                                                                   $ (1,871)               $(18,300)
Adjustment to reconcile net loss to net cash
   provided by operating activities:
      Depreciation & amortization                                            37,130                  38,570
      Provision for loss on asset disposition                                   239                  14,042
      Compensation under ESOP                                                 3,349                   4,046
      Accretion of discount on Discount Debentures                            6,414                   5,650
      Provision for deferred income taxes                                    (2,345)                (12,265)
      Other                                                                 (21,154)                (24,216)
                                                                         ------------------------------------
Net cash provided by operating activities                                  $ 21,762                  $7,527

INVESTING ACTIVITIES:
Purchase of property, plant and equipment                                   (19,090)                (13,076)
Other                                                                           567                     728
                                                                         ------------------------------------
Net cash used in investing activities                                      $(18,523)               $(12,348)

FINANCING ACTIVITIES:
Proceeds from revolving credit facility                                       3,694                  24,730
Repayment of debt                                                           (21,410)                (23,401)
Loan to ESOP                                                                 (1,208)                 (6,194)
Other                                                                          (742)                   (680)
                                                                         ------------------------------------
Net cash used in financing activities                                      $(19,666)               $ (5,545)

Decrease in cash and cash equivalents                                       (16,427)                (10,366)
Cash and cash equivalents at beginning of period                             25,462                  21,479
                                                                         ------------------------------------
Cash and cash equivalents at end of period                                 $  9,035                $ 11,113
                                                                         ====================================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the period for:
      Interest                                                             $ 29,049                $ 24,248
      Income taxes                                                            5,389                   4,685

(SEE ACCOMPANYING NOTES)

</TABLE>


                                    5
<PAGE> 6

       PM HOLDINGS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

1.  BASIS OF PRESENTATION

PM Holdings Corporation ("Holdings") is the parent of Purina Mills, Inc.
("Purina Mills" or the "Company").  As used herein, the term "Company" refers
to Purina Mills, Inc. and its subsidiaries.  Unless the context otherwise
requires, the term "Holdings" refers to PM Holdings Corporation and its
subsidiaries.  Holdings has no direct subsidiaries other than the Company and
conducts no business other than that of the Company.

The consolidated balance sheet at September 30, 1997 and the consolidated
statements of operations and cash flows for all periods presented are
unaudited and reflect all adjustments, consisting of normal recurring items,
that management considers necessary for a fair presentation.  Operating
results for the fiscal 1997 interim periods are not necessarily indicative of
results to be expected for the fiscal year ending December 31, 1997.  The
consolidated balance sheet at December 31, 1996 was derived from the
Holdings' December 31, 1996 audited financial statements, but does not
include all disclosures required by generally accepted accounting principles.

Although Holdings believes the disclosures are adequate, certain information
and disclosures normally included in the notes to the financial statements
have been condensed or omitted as permitted by the rules and regulations of
the Securities and Exchange Commission.  The accompanying unaudited financial
statements should be read in conjunction with the financial statements
contained in the Annual Report on Form 10-K for the year ended December 31,
1996.

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The consolidated financial statements include the accounts of Holdings and
its majority owned subsidiaries.  All significant intercompany accounts and
transactions have been eliminated.  Investments in affiliated companies, 20%
through 50% owned, are carried at equity.

Net Loss per Common Share

Net loss per common share for the three and nine months ended September 30,
1997 and 1996 is computed based on the weighted average number of common
shares and share equivalents outstanding during the period.  Such number of
shares represents the average outstanding shares, net of the shares held by
the Employee Stock Ownership Plan (the "ESOP") and not allocated to employees
(the "Unreleased Shares").


                                    6
<PAGE> 7

Common stock equivalents, which consist of stock options and stock rights units,
are not included in the computation as the results are anti-dilutive.

3.  INVENTORIES

Inventories consist of the following (in thousands):

<TABLE>
<CAPTION>
                              SEPTEMBER 30, 1997         DECEMBER 31, 1996
                              ------------------         -----------------
<S>                                <C>                        <C>
Finished goods                     $18,927                    $19,969
Raw materials                       43,730                     41,395
--------------------------------------------------------------------------
Total inventories                  $62,657                    $61,364
==========================================================================
</TABLE>

4.  LONG-TERM DEBT

The Company is required to make annual supplemental repayments under its
$130.0 million seven-year term loan (the "Senior Term Loan") in amounts equal
to 50% of Excess Cash Flow, as defined in the Credit Agreement between the
Company and the group of lending banks (the "Credit Agreement").  Based on
Excess Cash Flow for 1995, a supplemental repayment of $9.8 million was made
in April 1996.  Another supplemental repayment of $10.5 million for the year
1996 was originally due on April 30, 1997; however, the Company received a
waiver from making this payment from the participants in the Credit Agreement
and can instead use these funds for other operational needs.  The Company
used excess funds to extinguish $10 million of its Senior Subordinated Notes
due 2003 during the third quarter of 1997.

5.  COMMON STOCK HELD BY THE ESOP

Common stock held by the ESOP (115,281 shares at September 30, 1997 and
115,296 shares at December 31, 1996) and valued at its fair market value has
been classified outside of permanent equity as, under certain conditions,
participants may require the Company to purchase for cash common stock
distributed to them by the ESOP.  The unearned compensation, being the fair
market value of Unreleased Shares of approximately $2.1 million at December
31, 1996, is presented in the consolidated balance sheet as a reduction to
common stock held by the ESOP.



                                    7
<PAGE> 8

6.  SUMMARIZED FINANCIAL INFORMATION

Summarized financial information for the Company at September 30, 1997 and
for the three and nine-month periods then ended, and at December 31, 1996 and
the three and nine-month period ended September 30, 1996 is as follows (in
thousands):

<TABLE>
<CAPTION>

                              SEPTEMBER 30, 1997        DECEMBER 31, 1996
                              ------------------        -----------------
<S>                               <C>                       <C>
BALANCE SHEET DATA:
   Current assets                 $133,894                  $164,064
   Noncurrent assets               421,925                   442,011
   Current liabilities             112,632                   142,961
   Noncurrent liabilities          334,472                   359,697

</TABLE>

<TABLE>
<CAPTION>
                                             THREE MONTHS ENDED                             NINE MONTHS ENDED
                                      SEPTEMBER 30,        SEPTEMBER 30,            SEPTEMBER 30,          SEPTEMBER 30,
STATEMENTS OF OPERATIONS DATA:            1997                 1996                     1997                   1996
-----------------------------         ------------         ------------             ------------           ------------
    <S>                                 <C>                  <C>                      <C>                    <C>
    Net sales                           $263,830             $290,802                 $818,024               $892,815
    Costs and expenses                   255,754              294,506                  787,691                883,596
    Net income (loss)                       (221)             (10,867)                   2,473                (14,468)

</TABLE>


                                    8
<PAGE> 9

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

RESULTS OF OPERATIONS

Overview

The Company develops, manufactures and markets a comprehensive line of animal
nutrition products for dairy cattle, beef cattle, hogs, horses and poultry,
as well as specialty feeds for rabbits, zoo animals, birds, fish and pets.
For the year ended December 31, 1996 the product-mix by volume was
approximately 25% for dairy cattle, 27% for beef cattle, 21% for hogs, 7% for
horses, 8% for poultry and 12% for all others.

The feed industry generally prices products on the basis of aggregate
ingredient cost plus a dollar amount margin, rather than a gross margin
percentage.  As ingredient prices fluctuate, the changes are generally passed
on to customers through weekly changes in the Company's price lists.  Feed
tonnage and total income over ingredient cost ("IOIC"), which is net sales
minus cost of ingredients, and gross profit (IOIC less manufacturing costs),
rather than sales dollars, are the key indicators of performance because of
the distortions in sales dollars caused by changes in commodity prices and
product-mix between complete feed and concentrate products, to which
customers add their own base ingredients, such as corn and other grains.
When the price of grains has been relatively high, more of the Company's
customers have tended to purchase complete rations and the Company's sales
volume has been higher.  When the price of grains has been relatively low,
more of the Company's customers have tended to use their own grains and mix
them with the Company's higher-margin concentrates, resulting in lower sales
volume but relatively higher overall unit margins.

Three Months Ended September 30, 1997 Compared to Three Months Ended
September 30, 1996

Gross profit increased $2.7 million, or 6.8% over the comparable 1996 period.
Overall volume was 1.09 million tons for the third quarter of 1997, a 2.4%
decrease from the 1996 period.  The decrease in volume is attributable to a
decrease in animal numbers, consolidation in the hog industry and a switch to
concentrates.  Average feed IOIC per ton was $65.64, a 4.8% increase over the
three-month period ended September 30, 1996, primarily as a result of a shift
to more concentrates and improved higher value products.

Beef cattle tons increased 15.5% from the 1996 period due to an overall
increase in feedlot volume as the Company has focused additonal marketing
efforts in this segment of the beef cattle industry.  IOIC increased 15.3% as
a result of the increased volume.  Dairy cattle tons decreased 11.5% even
though IOIC remained consistent with the 1996 period as a result of some
product mix switch to concentrates.  Hog volume decreased


                                    9
<PAGE> 10

13.8% with IOIC also decreasing 9.5%.  The decrease in hog volume and IOIC is
primarily attributable to a former customer discontinuing its purchases of feed
under a feed supply agreement and consolidation in the hog industry.

Laying chicken and meatbird volume increased 2.7% over the 1996 period due
primarily to the addition of two contracts in 1997.  Horse volume and IOIC
increased 13.4% and 16.7%, respectively, over the 1996 period, continuing its
growth and reflecting the aggressive promotion of these products.  Specialty
and other volume decreased 1.3% from the 1996 period.

Cost of products sold decreased $29.7 million, or 11.9% from  the comparable
1996 period due primarily to the $30.1 million decrease in ingredient costs.
Manufacturing expenses remained consistent with the 1996 period.  The total
of marketing, distribution and advertising, general and administrative, and
research and development costs increased $.9 million.  The increase is
primarily due to increased marketing, distribution and advertising costs
attributed to increased IOIC and product mix.

Other (income) expense for 1997 relates to service fees and profits from
marketing arrangements and joint venture income.  The 1996 period includes
the $10.5 million loss on the write-down of various manufacturing facilities
offset by $.8 million of income related to service fees and profits from
marketing arrangements and joint venture income.

Interest expense decreased as a result of the decrease in outstanding debt
offset partially by increased accretion on the Holdings 11 1/2% Series B
Subordinated Discount Debentures due 2005 (the "Discount Debentures") and the
premium paid on the extinguishment of the Senior Subordinated Notes.

The Company's effective income tax rate exceeds the statutory rate in 1996
due to the amortization of goodwill not being allowed as a tax deduction and
the loss of state tax benefits attributable to the interest expense deduction
for the accretion of discount on the Discount Debentures.  The 1997 rate
approximates the combined federal and state tax rate of the Company.

Nine Months Ended September 30, 1997 Compared to Nine Months Ended September
30, 1996

Gross profit increased $5.5 million, or 4.3% over the comparable 1996 period.
Overall volume was 3.36 million tons for the nine months ended September 30,
1997, a 7.9% decrease from the 1996 period.  The decrease in volume is
attributable to a decrease in animal numbers, a switch to more concentrates
and consolidation in the hog industry.  Average feed IOIC per ton was $64.79,
a 7.6% increase over the nine-month period ended September 30, 1996,
primarily as a result of a shift to improved higher value products.


                                    10
<PAGE> 11

Beef cattle tons decreased 14.3% from the 1996 period due to reduced animal
numbers and excellent pasture conditions.  However, IOIC only decreased 2.7%
as customers have switched to improved higher value products with higher
margins.  Dairy cattle tons decreased 9.2% even though IOIC actually
increased as a result of some product mix switch to concentrates.  Hog volume
decreased 11.5% with IOIC also decreasing 10.2%.  The decrease in hog volume
and IOIC is primarily attributable to a former customer discontinuing its
purchases of feed under a feed supply agreement and consolidation in the hog
industry.

Laying chicken and meatbird volume increased 5.4% over the 1996 period due
primarily to the addition of two contracts in 1997.  Horse volume and IOIC
increased 10.8% and 14.2%, respectively, over the 1996 period, continuing its
growth and reflecting the aggressive promotion of these products.  Specialty
and other volume decreased 5.4% over the 1996 period, but IOIC remained
constant.

Cost of products sold decreased $80.3 million, or 10.5% from the comparable
1996 period due primarily to the $76.1 million decrease in ingredient costs.
Manufacturing expenses also decreased $4.1 million primarily as a result of
the reduced 1997 volume and the closing of seven plants in late 1996.  The
total of marketing, distribution and advertising, general and administrative,
and research and development costs decreased $2.6 million.  The decrease in
general and administrative expenses is primarily due to reduced severance
costs and selling expenses as a result of reduced volume and continued
emphasis on cost control.

Other (income) expense for 1997 relates to service fees and profits from
marketing arrangements and joint venture income.  The 1996 period includes
the $14.0 million loss on the write-down of the various manufacturing
facilities offset by $2.5 million of income related to service fees and
profits from marketing arrangements and joint venture income.

Interest expense decreased as a result of the decrease in outstanding debt
offset partially by increased accretion on the Holdings 11 1/2% Series B
Subordinated Discount Debentures due 2005 (the "Discount Debentures") and the
premium paid on the extinguishment of the Senior Subordinated Notes.

The Company's effective income tax rate exceeds the statutory rate in both
1996 and 1997 due to the amortization of goodwill not being allowed as a tax
deduction and the loss of state tax benefits attributable to the interest
expense deduction for the accretion of discount on Holdings 11 1/2% Series B
Subordinated Discount Debentures due 2005 (the "Discount Debentures").

LIQUIDITY AND CAPITAL RESOURCES

For the nine months ended September 30, 1997, net cash provided by operations
before the effects of changes in operating assets and liabilities was $42.9
million, compared to


                                    11
<PAGE> 12

$31.7 million in the 1996 period.  The increase is primarily attributable to the
increase in income net of the $14.0 million ($8.6 million net of deferred tax
benefit) write-down of facilities in 1996.

The Credit Agreement contains covenants that require the Company to limit
capital expenditures to $20.0 million per year.  These expenditures are
permitted subject to compliance with certain financial covenants and may be
increased under certain conditions.  Based on the Company's Excess Cash Flow
from September 1993 through December 31, 1996, the Company has an additional
$14.1 million available for capital expenditures.  The Company currently
anticipates that its total 1997 capital expenditures will approximate $26.0
million, inclusive of approximately $12.7 million allocated for construction
of new plants in Lubbock, TX and Hagerstown, MD.  The Company plans to fund
capital expenditures by using internally generated funds, borrowings from the
sale of Industrial Revenue Bonds and, if necessary, borrowing capacity under
the Revolving Credit Facility created pursuant to the Credit Agreement.  At
September 30, 1997 the Company had approximately $9.0 million in cash and
cash equivalents on hand, and approximately $36.7 million (after giving
effect to borrowing base limitations) was available for borrowings under the
Revolving Credit Facility.

Net cash used in investing activities for purchases of property, plant and
equipment was approximately $19.1 million and $13.1 million for the
nine-month periods ended September 30, 1997 and 1996, respectively.  Net cash
used by financing activities in the nine months ended September 30, 1997
includes debt repayments of $21.4 million as compared to $23.4 million for
the comparable 1996 period.  Additionally, in 1997 the Company loaned $1.2
million to the ESOP for the purchase of shares compared to $6.2 million for
the comparable 1996 period.  In 1997 the Company borrowed $3.7 million under
its Revolving Credit Facility for general corporate purposes compared to
$24.7 million for the comparable 1996 period.

The Company's cash and cash equivalents decreased from the amount at year-end
as a result of the repayment of $21.4 million in debt and the normal decrease
in prepaid feed purchases from such amounts at year end.  The Company
operates with a relatively low working capital level because a majority of
its sales are made on terms whereby customers receive a 3% discount if
payment is received immediately upon shipment of feed products, and raw
ingredients are normally purchased shortly prior to manufacturing and
shipment.

Liquidity needs have been and will continue to be met through internally
generated funds and, to the extent necessary, borrowings under the Revolving
Credit Facility.  Holdings' and the Company's ability to obtain additional
financing in the future for working capital, capital expenditures,
acquisitions and general corporate purposes, should they need to do so, may
be affected by cash requirements for debt service.  The Credit Agreement and
the Indenture relating to the Company's 10 1/2% Senior Subordinated Notes due
2003 (the "Notes Indenture") contain numerous financial and operating
covenants, including, but not limited to, restrictions on the Company's
ability


                                    12
<PAGE> 13

to incur indebtedness, pay dividends, create liens, sell assets, engage in
mergers and acquisitions, and refinance existing indebtedness.  The Indenture
relating to the Discount Debentures (the "Debenture Indenture") and Holdings'
guaranty of the Credit Agreement have covenants binding Holdings that restrict
similar types of matters.  Holdings' and the Company's ability to meet their
debt service obligations and to comply with the terms of these covenants depends
on the future performance of the Company.

The Credit Agreement requires that half of Excess Cash Flow (as defined) be
used to repay the Senior Term Loan, with the remaining Excess Cash Flow
available for use for additional capital expenditures, for acquisitions or
for other purposes.  The mandatory supplemental repayment of Excess Cash Flow
for 1995 totaled $9.8 million and was paid April 30, 1996.  Excess cash flow
for 1996 was $21.1 million.  The group of lending banks that are participants
in the Credit Agreement waived the supplemental repayment of $10.5 million
due April 30, 1997 in order to allow the Company to use the funds for other
operational needs.  The Company used the funds to extinguish $10 million of
its Senior Subordinated Notes due 2003.

The Credit Agreement, the Notes Indenture and the Debenture Indenture contain
provisions that restrict the payment of advances and loans from the Company
to Holdings.  Holdings conducts no business other than its ownership of the
Company's common stock.  Holdings has no direct funded debt obligation other
than the Discount Debentures.  As those Discount Debentures do not require
any cash payments of debt service prior to 2001, the restrictive covenants
described above should not limit Holdings' ability to meet its obligations.




                                    13
<PAGE> 14

                              PART II - OTHER INFORMATION

Item 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)   Exhibits:

<TABLE>
<CAPTION>

    EXHIBIT                                                                       PAGE NUMBER OR
    NUMBER                       DESCRIPTION                               INCORPORATION BY REFERENCE TO
--------------------------------------------------------------------------------------------------------------
     <S>       <C>                                                    <C>
     3.1       Restated Certificate of Incorporation of Holdings      Filed as Exhibit 3.1 to the
                                                                      Registration Statement on Form S-1 of
                                                                      Holdings and PMI, Registration No.
                                                                      33-66606 and incorporated herein by
                                                                      reference

     3.2       Bylaws of Holdings                                     Filed as Exhibit 3.3 to the
                                                                      Registration Statement on Form S-1 of
                                                                      Holdings and PMI, Registration No.
                                                                      33-66606 and incorporated herein by
                                                                      reference

     4.1       Indenture by and between Holdings and NationsBank      Filed as Exhibit 4.1 to the
               of Texas, National Association, as Trustee, with       Registration Statement on
               respect to the 11 1/2% Series A and Series B           Form S-1 of Holdings, Registration
               Discount Debentures                                    No. 33-70920 and incorporated herein
                                                                      by reference

     4.2       Indenture dated as of September 27, 1993 by and        Filed as Exhibit 4.1 to the Current
               between the Company and IBJ Schroder Bank & Trust      Report on Form 8-K of Holdings dated
               Company, as Trustee, with respect to the 10 1/4%       September 27, 1993 and incorporated
               Senior Subordinated Notes due 2003, including the      herein by reference
               form of Note and guaranty of Holdings

     4.3       Stockholders Agreement among Holdings and certain      Filed as Exhibit 4.4 to the Current
               holders of Holdings Common Stock effective as of       Report on Form 8-K of Holdings dated
               September 27, 1993                                     September 27, 1993 and incorporated
                                                                      herein by reference

     4.4       Employee Stockholders' Agreement among Holdings        Filed as Exhibit 4.5 to the Current
               and certain holders of Holdings Common Stock           Report on Form 8-K of Holdings dated
               effective as of September 27, 1993                     September 27, 1993 and incorporated
                                                                      herein by reference



                                    14
<PAGE> 15

<CAPTION>

    EXHIBIT                                                                      PAGE NUMBER OR
    NUMBER                      DESCRIPTION                              INCORPORATION BY REFERENCE TO
-----------------------------------------------------------------------------------------------------------
     <S>       <C>                                                    <C>
     4.5       Registration Rights Agreement among Holdings           Filed as Exhibit 4.6 to the Current
               and certain holders of Holdings Common Stock           Report on Form 8-K of Holdings dated
               effective as of September 27, 1993                     September 27, 1993 and incorporated
                                                                      herein by reference

     4.6       Registration Rights Agreement among Holdings           Filed as Exhibit 4.8 to the Current
               and the holders of Holdings Common Stock issued        Report on Form 8-K of Holdings dated
               as a part of the Units effective as of September       September 27, 1993 and incorporated
               27, 1993                                               herein by reference

     27.1<F*>  Financial Data Schedule

<FN>
--------------------
<F*>   Filed herewith

</TABLE>


(b)  Reports on Form 8-K:

     No reports on Form 8-K were filed during the quarter ended September 30,
     1997.


                                    15
<PAGE> 16




                              SIGNATURE


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



                                                   PM HOLDINGS CORPORATION



Date:  November 6, 1997                            /s/Ian R. Alexander
                                                   ----------------------------
                                                   Ian R. Alexander
                                                   Executive Vice President and
                                                   Chief Financial Officer



                                    16
<PAGE> 17

<TABLE>
                                             EXHIBIT INDEX
<CAPTION>


  EXHIBIT                                                                    PAGE NUMBER OR
  NUMBER                   DESCRIPTION                                 INCORPORATION BY REFERENCE TO
-------------------------------------------------------------------------------------------------------------
   <S>      <C>                                                   <C>
    3.1     Restated Certificate of Incorporation of Holdings     Filed as Exhibit 3.1 to the Registration
                                                                  Statement on Form S-1 of Holdings and PMI,
                                                                  Registration No. 33-66606 and incorporated
                                                                  herein by reference

    3.2     Bylaws of Holdings                                    Filed as Exhibit 3.3 to the Registration
                                                                  Statement on Form S-1 of Holdings and PMI,
                                                                  Registration No. 33-66606 and incorporated
                                                                  herein by reference

    4.1     Indenture by and between Holdings and NationsBank     Filed as Exhibit 4.1 to the Registration
            of Texas, National Association, as Trustee, with      Statement on Form S-1 of Holdings,
            respect to the 11 1/2% Series A and Series B          Registration No. 33-70920 and incorporated
            Discount Debentures                                   herein by reference

    4.2     Indenture dated as of September 27, 1993 by and       Filed as Exhibit 4.1 to the Current Report on
            between the Company and IBJ Schroder Bank & Trust     Form 8-K of Holdings dated September 27, 1993
            Company, as Trustee, with respect to the 10 1/4%      and incorporated herein by reference
            Senior Subordinated Notes due 2003, including the
            form of Note and guaranty of Holdings

    4.3     Stockholders Agreement among Holdings and certain     Filed as Exhibit 4.4 to the Current Report on
            holders of Holdings Common Stock effective as of      Form 8-K of Holdings dated September 27, 1993
            September 27, 1993                                    and incorporated herein by reference

    4.4     Employee Stockholders' Agreement among Holdings       Filed as Exhibit 4.5 to the Current Report on
            and certain holders of Holdings Common Stock          Form 8-K of Holdings dated September 27, 1993
            effective as of September 27, 1993                    and incorporated herein by reference

    4.5     Registration Rights Agreement among Holdings and      Filed as Exhibit 4.6 to the Current Report on
            certain holders of Holdings Common Stock effective    Form 8-K of Holdings dated September 27, 1993
            as of September 27, 1993                              and incorporated herein by reference

    4.6     Registration Rights Agreement among Holdings and      Filed as Exhibit 4.8 to the Current Report on
            the holders of Holdings Common Stock issued as a      Form 8-K of Holdings dated September 27, 1993
            part of the Units effective as of September 27,       and incorporated herein by reference
            1993

   27.1<F*> Financial Data Schedule

<FN>
--------------------
<F*>  Filed herewith

</TABLE>


                                    17