U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

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

                   For the fiscal year ended October 31, 1997

          TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                         Commission file number 0-23144

                           PERSONNEL MANAGEMENT, INC.
             (Exact name of registrant as specified in its charter)


Indiana                                     35-1671569
(State or other jurisdiction of I.R.S.)    (Employer incorporation or 
                                            organization Identification No.)

1499 Windhorst Way, Suite 100
Greenwood, Indiana                          46143
(Address of principal executive offices)    (Zip Code)

Issuer's telephone number:                   (317) 888-4400

Securities registered under Section 12(b) of the Exchange Act:  None

Securities registered under Section 12(g) of the Exchange Act:  Common Stock, no
                                                                 par value

Indicate by check mark whether the issuer (1) has filed all reports  required to
be filed by  Section  13 or 15(d) of the  Securities  Exchange  Act  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 such filing requirements for
the past 90 days.  Yes [X]            No

Indicate by check mark if disclosure  of  delinquent  filers in response 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.       [  ]


<PAGE> 2


State the aggregate market value of the voting stock held by  non-affiliates  of
the registrant. The aggregate market value shall be computed by reference to the
price at which the stock was sold,  or the average bid and asked  prices of such
stock,  as of a  specified  date  within the past 60 days.  (See  definition  of
affiliate in Rule 405, 17 CFR  230.405.):  $14,089,728  (approx.)  valued at the
average of the last sale price of $12.00 per share on January 23, 1998 (assuming
solely for this  purpose that all  executive  officers,  directors,  and persons
believed to beneficially own 10 percent or more of the Registrant's common stock
were affiliates and that all other shareholders were non-affiliates).

Indicate the number of shares outstanding of each of the registrants  classes of
common stock, as of the latest  practicable date:  2,032,918 Common Shares as of
January 23, 1998.

                       DOCUMENTS INCORPORATED BY REFERENCE

       Portions of the  Registrant's  1997  Annual  Report to  Shareholders  are
incorporated  by  reference  into Part II of this  Report,  and  portions of the
Registrant's Proxy Statement,  to be filed pursuant to Regulation 14A within 120
days of the close of the Registrant's fiscal year, are incorporated by reference
into Part III of this Report.




<PAGE> 3


                                     PART I

                                ITEM 1. BUSINESS.

                                    Overview

     Personnel Management, Inc., an Indiana corporation,  provides temporary and
long-term  staffing services to businesses  located  throughout most of Indiana,
portions of northern  Kentucky,  Atlanta,  Georgia,  and Jacksonville and Tampa,
Florida.  The Company's staffing business primarily involves providing temporary
employees to industrial clients,  although it also provides clerical,  technical
and professional temporary staffing and long-term placement services.

     The Company has grown rapidly through the opening of new branch offices and
by acquisitions of other staffing businesses since it commenced  operations as a
provider of staffing  services in central Indiana in 1986. The Company purchased
staffing  businesses  operating  in  southwestern  Florida and in  northern  and
southern  Indiana  during its fiscal  year ended  October 31,  1994.  During its
fiscal year ended October 31, 1996, the Company acquired a staffing  business in
Atlanta, Georgia, and a staffing business in Jacksonville, Florida. The business
operations in Atlanta  provide  mostly  clerical  staffing  services,  while the
business in Jacksonville  provides clerical and warehousing staffing services to
its customers.

     The  Company  acquired  on March  17,  1997,  the  assets  of  Garner-Scott
Enterprise,  Inc., a staffing business based in Madison, Indiana and Carrollton,
Kentucky.   The  acquired  business   operations  provide   predominately  light
industrial staffing services. On March 24, 1997, the Company acquired the assets
of First In Temporaries,  Inc.'s Louisville,  Kentucky staffing operations.  The
acquired  business  operations  provide clerical and light  industrial  staffing
services. The Company acquired on April 25, 1997 a minority equity investment in
Adminiserve,  Inc., a  professional  employer  organization  based in Greenwood,
Indiana.  Management  intends to pursue a strategy of acquiring  other  staffing
companies,  opening new staffing  offices and  expanding  its services to client
companies.

     In June 1994, the Company transferred its existing  operations,  which were
then principally located in central and southeastern  Indiana, to a wholly-owned
subsidiary  entity,  and  the  businesses  acquired  in  subsequent  acquisition
transactions have similarly been placed in wholly-owned subsidiary entities. The
Company (through an  administration  subsidiary)  provides  centralized  general
administration and support functions for the operating entities.



<PAGE> 4


     The Company's  revenues and quarterly  results have typically been seasonal
because of the Company's  concentration  towards staffing the personnel needs of
industrial  clients.  Industrial  production  tends  to be  seasonal  due to the
customary  reduction in production  during the year-end  holidays  (Thanksgiving
through  New  Year's  Day) and to  year-end  inventory  reduction  goals of most
manufacturers. This seasonal downtime in industrial operations reduces the needs
of the  Company's  industrial  clients for  temporary  personnel  during  winter
months.  As a result,  the  Company  has  historically  experienced  its highest
revenues of each fiscal year during its fourth  quarter  which ends  October 31,
and has experienced its weakest revenues in the first quarter which ends January
31.

     The staffing  industry has grown  rapidly as a result of cyclical  economic
trends as well as changing  attitudes  and  approaches  to staffing.  Demand for
temporary  employees  has  historically  been  driven  by a need to  temporarily
replace full-time workers due to illness,  vacation or abrupt termination.  More
recently,  temporary  staffing has been widely  accepted as a valuable  tool for
managing  personnel  costs as an  increasing  number of  businesses  staff their
organizations  with a core level of full-time  personnel  and utilize  temporary
workers to accommodate  fluctuating  staffing  requirements.  Organizations have
also  begun  using  temporary  staffing  to reduce  administrative  overhead  by
outsourcing operations that are not part of their core business functions.

     Demand for the Company's temporary employment services may be significantly
affected by the general level of economic activity in the territories  served by
the  Company.   Traditionally,   when  economic  activity  increases,  temporary
employees  are often added before  full-time  employees are hired.  However,  as
economic activity slows, many companies historically reduce their utilization of
temporary employees prior to undertaking  layoffs of their full-time  employees.
Due to the growth in the staffing  industry and changing patterns of employment,
temporary employees are increasingly becoming a permanent part of the employment
force of many companies.

                             The Company's Services

     All temporary employees are placed on the Company's payroll and the Company
therefore assumes  responsibility for all employee-related  expenses,  including
workers' compensation,  payroll taxes,  unemployment compensation insurance, and
general  payroll  expenses.  The Company  bills its clients for the hourly wages
paid to the temporary employee placed with the client, plus a negotiated markup.
Because the Company  pays it  temporary  employees  only for the hours  actually
worked,  these  wages  are a  variable  cost  that  increases  or  decreases  in
proportion to revenues. The Company also generates fee income from the placement
of staff in long-term positions with clients.

     In addition to the cost of services (which,  as indicated  above,  consists
primarily of payroll and related expenses), the Company's operating expenses are
classified as general and administrative  (which are those costs associated with
the Company's administrative and branch offices,  including management,  account
representative and support staff compensation,  rent, office expenses, applicant
recruiting expenses, and legal,  accounting and other professional expenses) and
selling expenses (which consist primarily of compensation of the Company's sales
staff,  advertising  expenses,  promotion  expenses,  and  sales-related  travel
expenses).


<PAGE> 5


     The Company  utilizes a decentralized  branch office  management  strategy.
Each of the Company's branch offices operates as an independent, entrepreneurial
unit. This management  approach allows the account  representative to manage all
aspects of the temporary  staff  recruiting  and  assignment  process,  with the
objective of promoting  quality service and continued  client  satisfaction  and
goodwill.  Sales  representatives  are assigned to one or more branch offices to
promote the  Company's  services and obtain new clients.  The branch  manager is
responsible for all aspects of the sales and service functions to clients.

     The Company  operates each branch office as a profit center.  Branch office
staff  share  in  monthly  bonuses  directly  based on  their  office's  monthly
financial results. In addition,  most Company staff share in a semi-annual bonus
pool that is a function of total Company performance.  Management believes these
bonus programs develop and maintain a team spirit concept and create substantial
performance incentives at the branch level and on a Company-wide basis.

     The Company  provides its clients with many human  resource  services on an
as-needed  basis.  These  services  include  wage  rate  information,   employee
regulation advice (such as information on the Americans with Disabilities  Act),
workplace  safety  advice  and  occasional  seminars  on  various  employee  and
employment topics.

     The  Company  believes  that the high  quality of its  services  has been a
significant  factor in its ability to attract,  satisfy and retain clients.  The
Company offers clients the benefits of its "temp-to-perm"  program. This program
allows a client to use a temporary  employee  for a specified  period at regular
billing rates and then to hire the temporary  employee,  if so desired,  with no
extra charges.  Thus, the client has the opportunity to monitor and evaluate the
temporary  employee's  performance with no hiring  obligation.  On request,  the
Company also provides placement services for clerical and professional positions
on a fee basis.

     The Company's "Vendor on Premise" program includes twelve major clients, or
approximately 25% of total Company revenues, as of the end of fiscal 1997. Under
this  program,  the Company  assumes  the  administrative  responsibilities  for
coordinating  all  temporary  staffing  services at a client's  locations.  This
enables the  Company's  personnel  to work on-site as a partner with its clients
and it also  allows the Company to  establish  long-term  client  relationships,
which result in a more stable source of revenue.

     The Company's in-house training  department conducts extensive programs for
its  internal  management  and its sales and  support  staff that  provides  for
uniform  and  consistent  employee  conduct  in most  aspects  of branch  office
operations.  These  training  programs  include  such topics as computer  system
utilization,  applicant interviewing procedures,  screening procedures,  testing
procedures,   difficult  situation   workshops,   workers'   compensation  claim
processing, manager training, sales training, and client service workshops.

     The Company's administrative subsidiary provides many centralized functions
that allow the decentralized  branch offices to operate more efficiently.  These
functions include  recruiting  internal staff,  workers'  compensation and other
insurance services,  training,  payroll, billing, accounts payable,  purchasing,
credit and collections,  accounting,  management  information  systems and other
administrative support.

     At the end of fiscal 1997, the Company commenced the ISO 9002 certification
process  which will provide  assurance  to our clients  that quality  management
procedures  are in place.  The  Company  expects to certify  its  administrative
subsidiary and four to six branch offices by late fiscal 1998.

     The Company's computer system was installed in 1993 and allows employees in
branch offices and the  administrative and corporate office to maintain and have
access to important Company-wide information on clients,  applicants,  temporary
staff on assignment and other related information.  Most importantly, the system
automates most branch office  operations,  thus minimizing manual record keeping
and  allowing  any  Company   employee  at  any  Company  location  to  retrieve
information on any of the Company's thousands of applicants on file. This allows
the  account  representatives  to scan,  sort  and  analyze  applicants  for the
possibility of filling a job order through the numerous characteristics by which
each applicant could be identified.

<PAGE> 6
                          Clients, Marketing and Sales

     The sales staff utilizes  various sales  techniques  such as personal sales
calls,  TV,  radio,  print and  billboard  advertising,  printed  materials  for
mailing,  promotional  video  tapes,  and  personal  appearances  and support at
business and civic functions.  To evaluate a new sales prospect, the sales staff
performs investigatory  procedures,  including a review of the prospect's credit
history information,  workers' compensation experience,  and safety programs. In
addition, the sales staff completes an internally developed bill rate sheet that
provides the sales staff and branch office management a summary of the projected
profitability to the Company of the prospective business.

     Through these  analyses and reviews,  the sales staff attempts to ascertain
significant  risks and the  probable  profitability  of each new  account.  This
approach permits the Company to identify, attract and retain the most profitable
accounts, rather than obtaining sales merely to capture more market share.

                       Temporary Employees and Recruiting

     As of October  31,  1997,  the Company had  approximately  5,400  temporary
employees on assignment  with clients.  During the year ended December 31, 1997,
the Company employed  approximately 34,400 temporary  employees.  This figure is
estimated  based on the number of wage  statements on Form W-2 sent to employees
for calendar  1997.  The number of employees on assignment at any given time can
vary  significantly  depending on special  project needs,  seasonality and other
factors.

     The  Company's   temporary   employees  are  not  represented  by  a  labor
organization.  The Company believes that its relations with temporary  employees
are good.

     The  Company  generally  has found it easier to recruit  and retain  highly
qualified  personnel  during periods of higher  unemployment and expects that it
will have to devote  increasing  resources  to  locating  new  highly  qualified
employees  if the  recent  lower  rates  of  unemployment  continue.  Additional
resources  devoted to  recruiting  and retention of temporary  personnel  during
fiscal 1997 include a comprehensive  benefit program consisting of health,  life
insurance,  vacation  and  holiday  benefits,  and  the  hiring  of  a  national
recruiting  director to conduct andz assist branch personnel in their recruiting
efforts. Although the Company's competitors,  as well as its clients,  similarly
experience   increased   recruiting  and  hiring  expenses  in  periods  of  low
unemployment,  the  Company  may be  unable  to pass on the full  amount of such
increased  costs in the form of higher  prices for its staffing  services.  Such
inability would result in lower net income.

     The Company  believes that the high quality of its temporary  personnel has
been  a  significant  factor  in its  previous  success  and  will  continue  to
contribute to its success.  The Company believes that this high quality results,
in  part,  from  its  stringent   screening,   reference  checking  and  testing
procedures.  In addition to stringent screening,  reference checking and testing
procedures,  the  opportunity  of obtaining full time work through the Company's
"temp-to-perm"  program has greatly  assisted the Company in  attracting  higher
quality applicants.  As described above, this concept allows a client to use the
Company's  temporary  staff for a negotiated  minimum  period of time at regular
temporary staff billing rates, and then hire the temporary staff, if so desired,
at no additional charge.  Similarly,  the temporary has the opportunity to begin
an assignment as a temporary and to eventually achieve a full-time long-term job
with a client.

                              Year 2000 Compliance

     The Year 2000 issue arises with  computer  software  that has been designed
without  considering  the  impact of the  upcoming  change in the  century  and,
therefore, cannot distinguish between years such as 1900 and 2000. The vendor of
the  software  used by the  Company  and its  subsidiaries  to  manage  staffing
functions  has  informed  the  Company  that it is  evaluating  the  software to
determine  what  modifications  will be needed to address Year 2000 issues.  The
vendor has assured the Company that such evaluation and any  modifications  will
be completed by early 1999.  The Company  does not  anticipate  that the cost of
correcting  any Year 2000 issues will be material to its financial  condition or
results of  operations;  if,  however,  Year 2000  issues are not  resolved in a
timely  manner or require  substantial  expenditures,  the  Company's  business,
financial  condition and/or results of operations  could be adversely  affected.
The  preceding  sentence is a  forward-looking  statement;  a variety of factors
could  cause the  financial  impact  of  resolving  Year  2000  issues to differ
materially from the immaterial impact that is presently expected.


<PAGE> 7
                                   Regulation

     Each of the  Company's  branch  offices may be subject to  licensure  as an
employment agency under the laws of the various states in which such offices may
from time to time be located.  Compliance with such licensure laws has not had a
material adverse effect upon the Company.

                 Workers' Compensation and Other Employee Costs

     The Company is required to pay unemployment insurance premiums and workers'
compensation for its temporary  employees.  Unemployment  insurance premiums are
subject to increase or decrease as a result of, among other  things,  changes in
levels of  unemployment  or  periods  for  which  unemployment  benefits  may be
available  under  applicable  laws and the  Company's  unemployment  experience.
Workers'  compensation  costs are subject to increase or decrease as a result of
changes in the Company's loss  experience  rating and applicable  state workers'
compensation laws.

     The  Company's  workers'  compensation  insurance  is subject to a $250,000
deductible per occurrence,  and an unlimited aggregate annual deductible.  There
is no  guarantee  that the Company  will be able to obtain  renewal  coverage in
amounts and types  desired at  reasonable  premium  rates or that  premiums  for
existing  insurance  will not be adjusted  by the  insurance  carriers  based on
future claims experience.

     The Company's  workers'  compensation  insurance carriers have required the
Company  to cause its bank  lender  to issue  irrevocable  letters  of credit to
assure the Company's  ability to pay injured  workers in  accordance  with state
workers' compensation regulations.  At October 31, 1997, these letters of credit
aggregated $900,000 and they reduce the amount available to the Company from its
bank lender under its credit facility.

     The Company  employs a workers'  compensation  staff to control and monitor
the  Company's  workers'   compensation   claims  and  expenses.   The  workers'
compensation  staff  attempts  to  contain  workers'  compensation  expenses  by
establishing  controls and procedures to review client work site risks,  develop
improved safety training programs,  review workers' compensation employee injury
reports for propriety,  review medical provider charges for  reasonableness  and
monitor the injured employee's medical recovery for timely return to work.

     The  Company  has  reserved  $1,024,000  as of October 31, 1997 for pending
claims.  Although  there can be no assurance  that the  Company's  actual future
workers'  compensation  obligations  for claims  pending as of October 31, 1997,
will not exceed the amount of its  workers'  compensation  reserves,  management
believes the recorded reserve is adequate.

                                 Employment Laws

            Providers of  temporary  staffing  services  employ and place people
     generally in the workplace of other  businesses.  An attendant risk of such
activity includes possible claims of discrimination  and harassment,  employment
of  illegal  aliens  and  other  similar  claims.  Management  has  adopted  and
implemented  policies  and  guidelines  to reduce its  exposure to these  risks.
However,  a failure  of any  Company  employee  to  follow  these  policies  and
guidelines may result in negative  publicity,  injunctive relief and the payment
by the Company of money damages or fines.  Moreover,  in certain  circumstances,
the Company may be held  responsible  for the actions at a workplace  of persons
not under the direct control of the Company.

                     Management, Sales and Support Personnel

     The Company employed  approximately 216 regular full-time  (internal staff)
employees  as of October 31,  1997.  The  Company's  regular  employees  are not
represented by a labor  organization  and the Company believes that its employee
relations are good.

                                   Competition

     The staffing industry is highly  competitive and has low entry barriers for
companies wishing to enter the business.  The Company faces intense  competition
from large  national,  international,  regional  and local  companies  and newly
established  companies.  The Company's  competitors  include  companies  such as
Manpower,  Inc.,  Kelly  Services,  Inc., The Olsten  Corporation and AccuStaff
Incorporated,  which  are  national  in  scope  and have  substantially  greater
financial and marketing resources than the Company.

<PAGE> 8

     The Company competes both for qualified temporary personnel and for clients
seeking to employ  temporary  personnel.  The principal  competitive  factors in
attracting  qualified temporary personnel are salaries and benefits,  quality of
assignments  and  responsiveness  to the  needs of the  employees.  The  Company
believes that many persons who seek temporary employment through the Company are
also seeking long-term  employment.  Therefore,  the availability of appropriate
assignments is an important factor in the Company's ability to attract qualified
temporary personnel.

     The principal  competitive  factors in obtaining and retaining  clients are
having sufficient  qualified  temporary  personnel to assign in a timely manner,
having an  understanding of the specific job requirements of each client to help
assure an appropriate  placement,  pricing services competitively and monitoring
job  performance.  The  Company  believes  that  it has  been  able  to  compete
successfully  in  the  temporary  personnel  services  industry  because  of the
combination of its human  resource  expertise,  its strategy of using  qualified
temporary  personnel,  and its  ability to identify  and  satisfy the  temporary
staffing needs of clients.

ITEM 2. PROPERTIES.

     The Company provides  temporary staffing services through 41 branch offices
in Indiana,  Florida,  Kentucky and Georgia as of October 31, 1997. All of these
offices are leased by the Company under short-term leases typically on three- to
five-year  original terms.  The Company's  Columbus,  Rushville,  Franklin,  and
Shelbyville,   Indiana  offices  are  leased  from  JBD  Real  Estate,  Inc.  (a
corporation that is owned by Don R. Taylor,  the Chief Executive  Officer of the
Company, a Director, and a significant  shareholder of the Company). The Company
does not expect that  maintaining or finding suitable office space at reasonable
rates in the above market  locations  or in areas where the Company  anticipates
expanding will be difficult.

     The Company's  executive and administrative  office is presently located in
approximately  9,000 square feet of leased space in Greenwood,  Indiana (a south
suburb of Indianapolis) under a lease expiring in 1999.

ITEM 3. LEGAL PROCEEDINGS.

     As previously  reported,  the Company and certain of its subsidiaries  have
been named  Defendants in a lawsuit pending in the  Hillsborough  County Circuit
Court  (13th  Judicial  Circuit,f  Florida)  under the  caption  Liberty  Mutual
Insurance Co. vs. Allen Staffing Inc., et al. (Case No. 97C452). This action was
filed January 22, 1997 against certain Florida temporary staffing companies (the
"Porter Temporary Companies"); R. Gale Porter and other entities and individuals
associated with the Porter Temporary  Companies;  and the Company and certain of
its subsidiaries. The Company acquired substantially all the operating assets of
certain of the Porter Temporary Companies effective July 4, 1994.

     Plaintiff Liberty Mutual alleges in its Amended Complaint that premiums for
workers'  compensation  insurance charged to the Porter Temporary  Companies for
certain  policy  periods  ended prior to July 4, 1994 were  undercharged  on the
basis of  fraudulent  misrepresentations  or omissions  by the Porter  Temporary
Companies in their  applications for workers'  compensation  insurance.  Liberty
Mutual seeks damages from the Company and its subsidiaries for alleged breach of
contract,  alleged fraud in the  inducement,  and alleged  violations of Florida
statutes,  by the Porter Temporary Companies in the amount of the alleged earned
but unpaid  premium of  approximately  $1,402,000  plus  unspecified  additional
damages,  or, in the alternative,  ten times the amount of the premium underpaid
pursuant to Florida  statutory  provisions,  plus punitive  damages,  attorney's
fees, costs and interest.  Liberty Mutual claims that the Company should be held
liable for these alleged  pre-acquisition  obligations  of the Porter  Temporary
Companies on the  alternative  theories that (a) the continued  operation by the
Company of the businesses of the Porter Temporary Companies at the same location
and under the same management  personnel  constitutes a mere continuation of the
business,  and/or (b) the sale of the  assets to the  Company  was a  fraudulent
effort to avoid debts and liability incurred by the Porter Temporary Companies.

     In the  agreement by which it acquired  the assets of the Porter  Temporary
Companies,  the Company expressly disclaimed that it was assuming any obligation
whatsoever  with  regard  to  the  Porter   Temporary   Companies'   undisclosed
liabilities.  The Company intends to vigorously defend the lawsuit and has filed
a motion to dismiss the amended claims made against it and its subsidiaries, and
a motion to strike Liberty Mutual's attorney's fees, punitive damages,  and "ten
fold"  penalty  demands.  Although due to the early stage of this  lawsuit,  the
Company has not  undertaken  any  comprehensive  evaluation of Liberty  Mutual's
claims, and although there can be no such assurance, the Company does not expect
that  resolution  of this lawsuit will have a material  adverse  impact upon the
Company's  consolidated  financial  condition  or  results  of  operations.  The
preceding  sentence is a forward-looking  statement;  as with any litigation,  a
variety of factors  could cause the financial  impact of the  resolution of this
lawsuit  to differ  materially  from the  immaterial  impact  that is  presently
expected,  including the  possibility  that relevant facts or law may exist that
are presently unknown to Company management.

<PAGE> 9

     The Company,  its Chief  Executive  Officer and the Company's  former chief
financial  officer  have been named  defendants  in a complaint  filed under the
caption James H. Wright and V. Gene Wright v. Personnel Management,  Inc., James
E. Burnette,  and Don R. Taylor,  on December 12, 1997, in Marion County Circuit
Court,  Indianapolis,  Indiana (Cause No. 49CO19712  CP2844).  The complaint was
filed by two  investors  who are seeking  damages for trading  losses they claim
they incurred in 1995 as a consequence of alleged misstatements.  The plaintiffs
seek damages of approximately $600,000 plus interest,  attorney's fees, punitive
damages,  and treble  damages.  The  Company  intends to  vigorously  defend the
lawsuit.  Although,  due to the early stage of this lawsuit, the Company has not
undertaken any comprehensive evaluation of the claims, and although there can be
no such  assurance,  the Company does not expect that resolution of this lawsuit
will have a material  adverse impact upon the Company's  consolidated  financial
condition or results of operations.  Management believes that any potential loss
resulting  from this lawsuit would be  substantially  covered by insurance.  The
preceding sentences are  forward-looking  statement;  as with any litigation,  a
variety of factors  could cause the financial  impact of the  resolution of this
lawsuit  to differ  materially  from the  immaterial  impact  that is  presently
expected,  including the  possibility  that relevant facts or law may exist that
are presently unknown to Company management.

     As discussed under Item 1, "Business--Employment Laws," above, an attendant
risk of employing and placing people in the workplace of other businesses is the
possibility of claims of  discrimination  and harassment,  employment of illegal
aliens,  and similar  claims  arising  under  federal,  state and local laws and
ordinances.  The Company is a defendant or respondent in a number of proceedings
involving  claims of these types,  but such  proceedings are considered  routine
proceedings  that are  incidental to its  business.  Although the Company has no
reason to believe that it will  experience  any  material  loss as the result of
these  proceedings,  this  is a  forward-looking  statement.  There  can  be  no
assurance  that  material  losses  will  not  result  from  one or  more of such
proceedings  due to the risks that are  inherent in  litigation,  including  the
possibility that relevant facts  indicating  liability could possibly exist with
respect to one or more of the pending  proceedings  that are not presently known
to Company management and its counsel. There are no other pending material legal
proceedings  to which  the  Company  is a party  (or to which  its  property  is
subject)  and the  Company  is not  aware  that any  governmental  authority  is
contemplating the bringing of any such legal proceeding.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     No matters were submitted to a vote of security  holders during the quarter
ended October 31, 1997.

SPECIAL ITEM.  EXECUTIVE OFFICERS OF THE REGISTRANT.

     The  following  table  sets  forth  certain  information  relating  to  the
executive officers of the Company as of January 1, 1998.

Name                        Age          Offices Held
Don R. Taylor               50           Chief Executive Officer
Gary F. Hentschel           39           President and Chief Operating Officer
Robert R. Millard           40           Vice President of Finance and 
                                         Administration, Chief Financial
                                         and Accounting Officer, Treasurer 
                                         and Secretary


     Officers  are elected  annually by the Board of  Directors  and serve for a
one-year  period or until  their  successors  are  elected.  There are no family
relationships between or among the persons named.

     Except  as  indicated  below,  each of the  officers  has  held the same or
similar position with the Company for the past five years.

     Mr. Taylor had served as both President and Chief Executive  Officer of the
Company since its founding in 1986.  Effective July 1, 1997, Mr. Taylor resigned
as President and Mr. Hentschel was appointed to that office.

     Mr.  Hentschel has served as Chief  Operating  Officer since July 1996, and
effective July 1, 1997, he was also named President. From 1994 to July 1996, Mr.
Hentschel had served as Executive Vice President for KeyBank, and prior to 1994,
he had served as Senior Vice President of KeyBank.

     Mr.  Millard was appointed  Chief  Financial  Officer and Vice President of
Finance and  Administration  in February 1996.  From July 1991 to February 1996,
Mr. Millard had served as Corporate Controller for Lacy Diversified  Industries,
Ltd. Mr. Millard also serves as Secretary and Treasurer of the Company.




<PAGE> 10



                                     PART II

         The  information  for Items 5 through 8 of this  Report  appears in the
1997  Annual  Report to  Shareholders  (on the  pages  and  under  the  captions
indicated)  and is  incorporated  herein by reference  from the Annual Report to
Shareholders (page numbers refer to the pages as numbered in Exhibit 13 attached
to this Report):

ITEM 5. MARKET FOR THE  CORPORATION'S  COMMON SHARES AND RELATED SECURITY HOLDER
        MATTERS

         Annual Report to Shareholders                              Page
         Common Stock                                                24

ITEM 6. SELECTED FINANCIAL DATA

          Annual Report to Shareholders                              Page
          Selected Financial and                                      1
          Operating Data

ITEM 7. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

          Annual Report to Shareholders                              Page
          Management's Discussion and                             2 through 6
          Analysis of Financial Condition
          Results of Operations




<PAGE> 11


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

          Annual Report to Shareholders                              Page
          Report of Independent Auditors                              7
          Consolidated Balance Sheets                                 8 
          Consolidated Statements of Income                           9  
          Consolidated Statements of Cash Flows                       10
          Consolidated Statements of Shareholders'                    11
            Equity
          Notes to Consolidated Financial                       12 through 22
            Statements

ITEM 9. CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
        DISCLOSURE

     The information required in response to this Item 9 was previously reported
on a Form 8-K dated October 24, 1997,  and filed on October 28, 1997, as amended
by an amended  Form 8-K dated  November 3, 1997,  and filed on November 7, 1997,
and a Form 8-K dated November 20, 1997, and filed on November 24, 1997.

                                    PART III

     Except as set forth  below in  "Directors  and  Executive  Officers  of the
Corporation,"  the  information  for  Items  10  through  13 of this  Report  is
incorporated  herein by reference from the Company's  definitive Proxy Statement
for its Annual Meeting of Shareholders  to be held March 5, 1998,  which will be
filed with the  Commission  pursuant to Regulation  14A on or about February 16,
1998.

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE CORPORATION

     The  information  required by this item  relating to Executive  Officers is
found under the heading "Special Item.  Executive Officers of the Registrant" in
Part I of this  Report.  The  information  required  by this  item  relating  to
Directors  will be included  under the caption  "Election of  Directors"  in the
Company's  definitive  Proxy Statement for its Annual Meeting of Shareholders to
be held March 5, 1998,  which will be filed with the Commission  within 120 days
of the end of the  Registrant's  fiscal year and is incorporated by reference in
this Form 10-K.

ITEM 11. EXECUTIVE COMPENSATION

     The  information  required by this item will be included under the captions
"Executive  Compensation," "Report of the Compensation Committee of the Board of
Directors on Executive  Compensation,"  "Compensation  Committee  Interlocks and
Insider Participation,"  "Performance Graph," and "Certain Transactions," in the
Company's  definitive  Proxy Statement for its Annual Meeting of Shareholders to
be held March 5, 1998,  which will be filed with the Commission  within 120 days
of the end of the  Registrant's  fiscal year and is incorporated by reference in
this Form 10-K.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The  information  required by this item will be included under the captions
"Election of Directors" and "Principal Owners of Common Shares" in the Company's
definitive  Proxy  Statement for its Annual Meeting of  Shareholders  to be held
March 5, 1998,  which will be filed with the  Commission  within 120 days of the
end of the  Registrant's  fiscal year and is  incorporated  by reference in this
Form 10-K.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The  information  required by this item will be included  under the caption
"Certain  Transactions"  in the  Company's  definitive  Proxy  Statement for its
Annual  Meeting of  Shareholders  to be held March 5, 1998,  which will be filed
with the Commission  within 120 days of the end of the Registrant's  fiscal year
and is incorporated by reference in this Form 10-K.

                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

     The financial  statements  and documents  listed below are filed as part of
this Report.

         (a)1.  Financial Statements

         The following  financial  statements are incorporated by reference from
the 1997 Annual Report to  Shareholders  as indicated (page numbers refer to the
pages as numbered in Exhibit 13 attached to this Report).

                  Annual Report to Shareholders                        Page
                  Report of Independent Auditors                         7
                  Consolidated Balance Sheets as of                      8
                       October 31, 1997 and 1996
                  Consolidated Statements of Income for                  9
                       the years ended October 31, 1997,
                       1996 and 1995
                  Consolidated Statements of Cash Flows                  10
                       for the years ended October 31,
                       1997, 1996 and 1995
                  Consolidated Statements of                             11
                       Shareholders' Equity for the
                       years ended October 31, 1997,
                       1996 and 1995
                  Notes to Consolidated Financial
                       Statements                               12 through 22

         (a)2.  Schedules

     All schedules have been omitted because the required  information is either
inapplicable  or has  been  included  in the  Company's  consolidated  financial
statements or notes thereto.

         (a)3.  Exhibits

     The exhibits  filed as part of this report on Form 10-K are  identified  in
the  Exhibit  Index,   which  Exhibit  Index  includes  a  column   specifically
identifying  those exhibits that describe or evidence all  management  contracts
and compensatory plans or arrangements  required to be filed as exhibits to this
report. Such Exhibit Index is incorporated herein by reference.

         (b) Reports on Form 8-K.

     During the quarter  ended October 31, 1997,  the following  reports on Form
8-K were filed:

   Date Filed             Item Number                   Description
    10/28/97                 4               Reported on dismissal of Price
                                             Waterhouse LLP as independent
                                             accountants

     11/7/97                 4               Amended previous report to attach
                                             letter from Price Waterhouse LLP
                                             dated November 3, 1997, as an
                                             exhibit

    11/24/97                 4               Reported engagement of Ernst &
                                              Young LLP on November 20, 1997





<PAGE> 13




                                   SIGNATURES

         In  accordance  with  Section  13 or 15(d)  of the  Exchange  Act,  the
Registrant  caused this report to be signed on its behalf,  by the  undersigned,
thereunto duly authorized.

                                                PERSONNEL MANAGEMENT, INC.


                                             By /s/ Don R. Taylor
                                                -------------------------
                                                 Don R. Taylor,
                                                 Chief Executive Officer

                                                 Date:  January 29, 1998

         In  accordance  with the  Exchange  Act,  this report was signed by the
following  persons on behalf of the  Registrant and in the capacities and on the
dates indicated.


/s/ Don R. Taylor         Chief Executive Officer          January 29, 1998
Don R. Taylor            (Principal Executive Officer);
                          Director


/s/ Robert R. Millard     Vice-President --                January 29, 1998
Robert R. Millard         Finance & Administration
                         (Principal Accounting Officer and
                          Principal Financial Officer)


------------------------   Director                         January 29, 1998
Joseph C. Cook


------------------------   Director                         January 29, 1998
Max K. DeJonge


/s/ David L. Swider        Director                         January 28, 1998
David L. Swider


/s/Richard L. VonDerHaar   Director                         January 29, 1998
Richard L. VonDerHaar



<PAGE> 14



                                  EXHIBIT INDEX
                    (IDENTIFYING EXECUTIVE COMPENSATION PLANS
                                AND ARRANGEMENTS)

         Executive                       Incorporated            Compensation
Exhibit  Description of                  SB-2 Exhibit            Plans and
Number   Exhibit                         Number*                 Arrangements**

3.1      Restated Articles of             3.1
         the Company*

3.2      Restated Bylaws of the           3.2
         Company*

4.1      Third Amended and Restated       N/A
         Credit Facility and
         Security Agreement, dated
         January 21, 1997, by and
         among the Registrant, PMI
         Administration, Inc.,
         PMI LP I, PMI LP II and
         KeyBank National
         Association.  The copy of
         this document filed as 
         Exhibit 4.2 to the 
         Company's Form 10-K for
         the fiscal year ended
         October 31, 1996, is
         incorporated by reference.

10.1     Employment Agreement             10.1                         X
         between the Company and
         Don R. Taylor, dated
         January 1, 1994*

10.2     Employment Agreement             10.2                         X
         between the Company and
         Elizabeth McFarland,
         dated January 1, 1994*


10.3     Asset Purchase Agreement          N/A
         dated January 24, 1996, by
         and among PMI LP II, Progressive
         Personnel II, Inc., Dan K. Wilson, 
         and David K.  Wilson.  The copy 
         of the exhibit filed as Exhibit 2.1
         to the Registrant's Current Report 
         on Form 8-K dated  February  5, 1996,
         is incorporated herein by reference.

10.4     First Amendment to                 N/A                       X
         Employment Agreement between
         the Company and Don R. Taylor,
         dated September  12, 1995.  
         The copy of this exhibit filed 
         as Exhibit 10.4 to the  Company's
         Form 10-KSB for the fiscal year 
         ended October 31, 1995,
         is incorporated by reference.


10.5     Second Amended and                 N/A
         Restated Credit Facility
         and Security Agreement
         dated November 29,
         1995, by and between the
         Registrant, PMI
         Administration, Inc.,
         PMI LP I, PMI LP II, and
         Society National Bank,
         Indiana. The copy of this
         exhibit filed as Exhibit 4
         to Registrant's Current
         Report on Form 8-K dated
         February 5, 1996 is
         incorporated herein by reference.

10.60    Third Amended and Restated            N/A
         Credit Facility and Security
         Agreement,  dated January 21, 1997,
         by and among the Registrant, PMI 
         Administration, Inc., PMI LP I, PMI
         LP II and KeyBank National Association. 
         The copy of this exhibit filed as
         Exhibit 4 to the Company's Annual
         Report on Form 10-K for the fiscal 
         year ended October 31, 1996, is 
         incorporated herein by reference.

10.7     Amended and Restated                 10.4                     X
         1993 Stock Option Plan*

10.8     1994 Stock Option Plan*              10.5                     X

10.9     1994 Director Stock                  N/A                      X
         Option Plan.  The copy
         of this exhibit filed
         as Exhibit 10.1 to the
         Company's Form 10-QSB for
         the quarter ended April
         30, 1995, is incorporated
         by reference.

10.10    Incentive Stock Option                10.6                     X
         Agreement between the
         Company and Elizabeth
         McFarland, dated
         February 28, 1993*

10.11    Stock Option Agreement                10.8                     X
         between the Company and
         Elizabeth McFarland,
         dated December 3, 1993*

10.12    Stock Option Agreement                 N/A                     X
         between the Company and 
         Elizabeth  McFarland,  
         dated December 29, 1994.
         The copy of this exhibit
         filed as Exhibit 10.9 to the 
         Company's  Annual Report on 
         Form 10-KSB for the fiscal year  
         ended  October 31,  1995,  is
         incorporated by reference.

10.13    Incentive Stock Option                 N/A                      X
         Agreement between the
         Company and Elizabeth
         McFarland, dated December
         29, 1994. The copy of
         this exhibit filed as
         Exhibit 10.10 to the
         Company's Annual Report
         on Form 10-KSB for its
         fiscal year ended October
         31, 1994, is incorporated
         by reference.


10.14    Stock Option Agreement                  N/A                      X
         between the Company and
         James E. Burnette, dated
         July 1, 1995.  The copy
         of this exhibit filed
         as Exhibit 10.1 to the
         Company's Form 10-QSB
         for the quarter ended
         July 31, 1995, is
         incorporated by reference.

10.15    Amended Schedule of                      N/A                      X
         Options Granted under
         1994 Director Stock
         Option Plan.

10.16    Underwriting Agreement                   N/A
         among the Company,
         Carolyn S. Taylor,
         David  A. Noyes & Company,
         and Howe Barnes Investments,
         Inc., dated January 26, 1994. 
         The copy of this exhibit  
         filed as Exhibit  10.9 to  
         Company's  Form 10-QSB for the
         quarter ending January 31, 1994, 
         is incorporated by reference.

10.17    Schedule of Terms of                     N/A
         Warrant granted by
         Carolyn S. Taylor (and
         also executed by the
         Company) to David A.
         Noyes & Company (and
         its assigns) on February
         22, 1994.  The copy of
         this exhibit filed as
         Exhibit 10.11 to the
         Company's Form 10-QSB
         for the quarter ended
         January 31, 1994, is
         incorporated by reference.

10.18    Schedule of Terms of                      N/A
         Warrants granted by
         the Company to David A.
         Noyes & Company  (and its  
         assigns) on February
         22,  1994.  The  copy of this  
         exhibit  filed as  Exhibit
         10.10 to the Company's  Form
         10-QSB for the quarter  ended  
         January  31,  1994,  is
         incorporated by reference.




10.19    Tax Indemnification                        N/A
         Agreement  dated  January 
         31, 1994.  The copy of this exhibit
         filed as Exhibit 10.12 to the
         Company's  Form  10-QSB  for the
         quarter ended January 31, 1994, 
         is incorporated by reference.

10.20    Stock Purchase Agreement                  10.12
         between the Company and
         Elizabeth McFarland,
         dated December 3, 1993*

10.21    Wage Continuation Plan in                 10.14               X
         the Event of Disability,
         dated December 6, 1991*

10.22    Lease between PMI Real                    10.15
         Estate, Inc. and the
         Company, dated February
         1, 1993 (Rushville,
         Indiana office)*

10.23    Lease between PMI Real                    10.16
         Estate, Inc. and the
         Company, dated February
         25, 1993 (Columbus,
         Indiana office)*

10.24    Lease between PMI Real                    10.17
         Estate, Inc. and the
         Company, dated February
         25, 1993 (Franklin,
         Indiana office)*

10.25    Inducement Agreement                      10.26
         among the Company, Carolyn
         Taylor, David A. Noyes &
         Company and Don R. Taylor
         dated November 19, 1993*

10.26    Stockholders Agreement                    10.27
         among the Company, Don
         R. Taylor, Elizabeth
         McFarland, James Burnette,
         Carolyn Taylor, Carol
         Browning, Wendy Rusk,
         John Dearth, Rhonda
         Schwegman, Joanna Smith,
         Marsha Strain and Alise
         Wilson, dated November
         19, 1993*

10.27    Form of letter dated                       N/A
         June 28, 1995, from the Company, 
         Don R. Taylor, Elizabeth McFarland
         and James E. Burnette to the 
         "Other  Investors"  described by  
         Stockholders Agreement  dated  
         November 19, 1993.  The copy of 
         this exhibit filed as Exhibit  
         10.30 to the  Company's  Annual
         Report on Form 10-KSB for the
         fiscal year ended October 31, 1995, 
         is incorporated by reference.

10.28    Promissory Note from Don                  10.28
         Taylor to the Company,
         dated December 11, 1992*

10.29    Promissory Note from Don                  10.29
         Taylor to the Company,
         dated December 7, 1993*




10.30    Second Amended and                        N/A                 X
         Restated Loan Plan for 
         Key Employees. The copy of 
         this exhibit filed as
         Exhibit  10.33 to the  
         Company's  Annual  Report 
         on Form 10-KSB for the
         fiscal  year  ended  
         October  31,  1995,  is  
         incorporated   herein  by
         reference.

10.31    Promissory Note from                       N/A
         Elizabeth McFarland
         to the Company, dated
         December 29, 1994.
         The copy of this exhibit
         filed as Exhibit 10.27
         to the Company's Annual
         Report on Form 10-KSB
         for its fiscal year ended
         October 31, 1994, is
         incorporated by reference.

10.32    Description of Certain                      N/A               X
         Compensatory Plans,
         Contracts or Arrangements
         (all such plans, contracts
         or arrangements are filed
         as exhibits to this Form 10-K).

10.33    Asset Purchase Agreement                    N/A
         dated June 30, 1994 by
         and among PMI LP II,
         Personnel Management,
         Inc., Porter Management
         Group, Inc., Office Staff,
         Inc., Team Temps, Inc.,
         Law Connection, Inc. and
         R. Gale Porter.  The copy
         of this exhibit filed as
         Exhibit 2.1 to the Company's
         Current Report on Form 8-K
         dated June 30, 1994, is
         incorporated by reference.

 
10.34    Asset Purchase Agreement                    N/A
         dated September 1, 1994
         by and among PMI LP I,
         Human Resource Services,
         Inc., Phillip E. Cole
         and Robert Shuherk.  The
         copy of this exhibit
         filed as Exhibit 2.1
         to the Company's Current
         Report on Form 8-K dated
         September 1, 1994, is
         incorporated by reference.

10.35    Asset Purchase Agreement                    N/A
         dated September 1, 1994
         by and among PMI LP I,
         Human Resources, Inc.
         and Phillip E. Cole.
         The copy of this exhibit
         filed as Exhibit 2.2 to
         the Company's Current
         Report on Form 8-K dated
         September 1, 1994, is
         incorporated by reference.

10.36    Stock Purchase Agreement                    N/A
         dated October 18, 1994
         by and among the Company,
         Quest Personnel Search,
         Inc., Southern Indiana
         Temporaries, Inc., Richard
         H. McGinnis, Mary Anne
         McGinnis, Keith Legg, Nancy
         S. Legg, William M. Dixon,
         Pamela Dixon, and Richard
         W. McGinnis, Sr.  The copy
         of this exhibit filed as
         Exhibit 2.1 to the Company's
         Current Report on Form 8-K
         dated October 18, 1994,
         is incorporated by reference.

10.37    Lease between JBD Real                      N/A
         Estate,  Inc. and PMI LP I,
         dated September 1, 1994 (Columbus,
         Indiana office).  The  copy of this  
         exhibit  filed  as  Exhibit  10.36
         to the Company's  Annual  Report on 
         Form  10-KSB  for its  fiscal  year  
         ended October 31, 1995, is incorporated
         by reference.

10.38    Lease between JBD Real                       N/A
         Estate, Inc. and PMI LP
         I, dated September 1, 1994 
         (Franklin, Indiana office).  
         The copy of this exhibit filed
         as Exhibit  10.37 to the Company's  
         Annual Report on Form 10-KSB for its 
         fiscal year ended October 31, 1995, is  
         incorporated by reference.

10.39    Lease between JBD Real                       N/A
         Estate, Inc. and PMI LP
         I, dated September 1, 1994  
         (Rushville,  Indiana  office).
         The copy of this exhibit filed  
         as Exhibit 10.38 to the Company's
         Annual Report on Form 10-KSB for 
         its fiscal year ended October 31, 
         1995, is incorporated by reference.

10.40    Lease between JBD Real                       N/A
         Estate,  Inc.  and PMI LP I, 
         dated  September  26,  1995  
         (Shelbyville, Indiana  office) 
         The copy of this exhibit filed 
         as Exhibit 10.46 to the Company's
         Annual  Report on Form  10-KSB  
         for its  fiscal  year  ended October 
         31, 1995, is incorporated by reference.

10.41    Note Modification                            N/A
         Agreement between the
         Company,  PMI  Administration,
         Inc.,  PMI LP I, PMI LP II and
         Society National  Bank,  Indiana,  
         dated  February 28,  1995.  The 
         copy of this exhibit  filed as 
         Exhibit  10.3 to the  Company's  
         Form  10-QSB for the quarter ended 
         April 30, 1995, is incorporated by 
         reference.

10.42    Second Amended and                            N/A
         Restated Master
         Promissory Note, made
         by the Company to
         Society National Bank,
         Indiana, dated June 9,
         1995.  The copy of this
         exhibit filed as Exhibit
         10.3 to the Company's
         Form 10-QSB for the
         quarter ended July 31,
         1995, is incorporated
         by reference.


10.43    Commitment letter for                         N/A
         $700,000 overline credit
         facility from Society National
         Bank,  Indiana, to the Company 
         dated  September 1, 1995. The 
         copy of this exhibit filed
         as Exhibit 10.4 to the Company's 
         Form 10-QSB for the quarter ended July
         31, 1995, is incorporated incorporated
          by reference.

10.44    Employment Agreement                          N/A             X
         between the Company and
         Don R. Taylor, dated
         November 8, 1995.  The
         copy of this exhibit filed
         as Exhibit 10.2 to the
         Company's Form 10-Q for the
         quarter ended April 30,
         1996 is incorporated by
         reference.

10.45    Employment Agreement                          N/A               X
         between the Company and
         Elizabeth  McFarland, dated 
         November 8, 1995. The copy of 
         this exhibit filed as Exhibit 
         10.3 to the Company's  Form 
         10-Q for the quarter ended
         April 30, 1996 is incorporated 
         by reference.

10.46    Employment Agreement between                N/A                 X
         the Company and Robert R.
         Millard,  dated  February 5,
         1996.  The copy of this  exhibit
         filed as Exhibit 10.4 to the  
         Company's  Form 10-Q for the 
         quarter ended quarter
         ended April 30, 1996 is 
         incorporated by reference.

10.47    Change of Control                           N/A                 X
         Severance  Benefits  Agreement
         between the Company and Don R.  
         Taylor, dated  November 8, 1995. 
         The copy of this exhibit filed 
         as Exhibit 10.5 to the  
         Company's  Form 10-Q for the
         quarter  ended  April 30, 1996 is
         incorporated by reference.

10.48    Change of Control                            N/A                 X
         Severance Benefits
         Agreement between
         the Company and Elizabeth
         McFarland, dated November
         8, 1995.  The copy of
         this exhibit filed as
         Exhibit 10.6 to the
         Company's Form 10-Q
         for the quarter ended
         April 30, 1996 is
         incorporated by reference.

10.49    Change of Control                           N/A                  X
         Severance Benefits
         Agreement between the
         Company and Robert R. Millard, 
         dated February 5, 1996. The copy 
         of this exhibit  filed  as  
         Exhibit  10.7 to the  Company's  
         Form  10-Q for the quarter ended
         April 30, 1996, is incorporated 
         by reference.



10.50    Incentive Stock Option                      N/A               X
         Agreement between the Company 
         and Robert R. Millard, dated
         February 5, 1996.  The copy 
         of this exhibit  filed as 
         Exhibit 10.8 to the Company's
         Form 10-Q for the quarter  
         ended April 30,  1996,  is  
         incorporated  by reference.

10.51    Promissory Note between                     N/A
         the Company and Elizabeth
         McFarland,  dated April 15, 1996.  
         The copy of this  exhibit  filed as
         Exhibit 10.9 to the Company's
         Form 10-Q for the quarter ended April 30,
         1996, is incorporated by reference.

10.52    Pledge Agreement between                    N/A
         the Company and Elizabeth
         McFarland,  dated April 15, 1996.  
         The copy of this  exhibit  filed as
         Exhibit  10.10 to the  Company's
         Form 10-Q for the quarter ended April
         30, 1996, is incorporated by reference.

10.53    Employment Agreement                        N/A               X
         between the Company and
         Gary F. Hentschel, dated
         July 15, 1996.  The copy
         of this exhibit filed as
         Exhibit 10.2 to the
         Company's Form 10-Q
         for the quarter ended July
         31, 1996, is incorporated
         by reference.
   
10.54    Change of Control                           N/A               X
         Severance Benefits Agreement
         between the Company and Gary F.
         Hentschel, dated July 15, 1996.  
         The copy of this exhibit filed as 
         Exhibit 10.3 to the  Company's  
         Form  10-Q for the  quarter  
         ended  July 31,  1996,  is
         incorporated by reference.

10.55    Incentive Stock Option                       N/A                 X
         Agreement between the
         Company and Gary F.  Hentschel,  
         dated July 15, 1996.  The copy of
         this exhibit  filed  as  
         Exhibit  10.4 to the  Company's  
         Form  10-Q for the quarter ended 
         July 31, 1996, is incorporated by 
         reference.

10.56    Incentive Stock Option                       N/A                 X
         Agreement between the
         Company and Elizabeth
         McFarland,  dated  June 10,  
         1996.  The copy of this  exhibit  
         filed as Exhibit 10.5 to the 
         Company's  Form 10-Q for the 
         quarter ended July 31,
         1996, is incorporated by reference.


10.57    Asset Purchase Agreement                    N/A
         dated November 13, 1995,
         by and among PMI LP II,
         Temporaries of Atlanta,
         Inc., James A. Selton,
         Howard J. Kaston, and
         International Temporaries,
         Inc.  The copy of this
         exhibit filed as Exhibit
         10.1 to the Registrant's
         Current Report on Form 8-K
         dated November 13, 1995,
         is incorporated herein by
         reference.

10.58    Asset Purchase Agreement,                   N/A
         dated March 17, 1997, by and
         among PMI LP I, Garner Scott
         Enterprise, Inc., Donald W.
         Garner and Shirley A. Garner
         (schedules and exhibits omitted).

10.59    Asset Purchase Agreement, dated             N/A 
         March 24, 1997, by and among PMI LP
         I, First in  Temporaries,  Inc.,  
         and Frank L. Hartman  (schedules  and
         exhibits omitted)

10.60    Waiver,  dated February 17, 1997,           N/A
         of certain  provisions in Change
         Control  Severance  Benefits  Agreement,  
         dated  November 8, 1995, between the
         Company and Don R. Taylor      

10.61    Waiver,  dated February 17, 1997,           N/A
         of certain  provisions in Change
         Control Severance Benefits Agreement,  
         dated July 15,1996, between
         the Company and Gary F. Hentschel            

10.62    Waiver,  dated February 17, 1997, 
         of certain  provisions in Change
         Control  Severance  Benefits  Agreement,  
         dated  February 5, 1996,
         between the Company and Bob Millard          N/A

11       Statement Re: Computation                    N/A
         of Per Share Earnings

13       Registrant's 1997 Annual Report to           N/A
         Shareholders (portions incorporated
         by reference).

21       List of Subsidiaries                         N/A




<PAGE>


23       Consent of Ernst &                           N/A
         Young LLP to
         incorporation by
         reference of audit
         report into Form S-8
         Registration Statement.

27       Financial Data Schedule                      N/A


*Indicates  exhibits  incorporated by reference from the Company's  Registration
Statement on Form SB-2 (No.  33-72872C)  originally  filed December 13, 1993, as
amended.

** Indicates  exhibits  that  describe or evidence all  management  contracts or
compensatory  plans or  arrangements  required  to be filed as  exhibits to this
report.