<PAGE>                                           

                              
                           UNITED STATES
                Securities and Exchange Commission
                       Washington, DC 20549
                                 
                             FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
                                 
For the Quarterly Period Ended: July 31, 1997
                                or
[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934


For the transition period from         to


                                  0-3255
                     (Commission File Number)
                                 
                            JAYARK CORPORATION
      (Exact name of registrant as specified in its charter)
                                 
                  DELAWARE                              13-1864519
  (State or other jurisdiction of Inc) (I.R.S. Employer Identification No.)

           Post Office Box 741528, Houston, Texas 77274
       (Address of principal executive offices ) (Zip Code)
                                 
                                   (713) 783-9184
       (Registrant's telephone number, including area code)

                                 
 (Former name,  former address and fiscal year,  if changed since last report.)

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

YES [ ] NO [X]

      Indicate  the number of shares outstanding of  each  of  the
issuer's  classes  of common stock, as of the  latest  practicable
date:

               Class                    Outstanding at July 31,
1997
     Common Stock $0.30 Par Value                 9,221,197
                                 
<PAGE>                                 
                                 
                                 Part. I
                                 Item I
                     Jayark Corporation And Subsidiaries
                          Consolidated Balanc Sheets

<TABLE>
<CAPTION>

                                                Unaudited       Audited
                                                 7/31/97        04/30/97
<S>                                                 <C>           <C>
Assets
 Cash and Cash Equivalents                       $294,199       $67,140
 Accounts Receivable-Trade, Less                1,765,591     1,838,585
 Allowance For Doubtful Accounts                        
    of $43,244 in July 1997 and $42,000                   
    in April 1997
 Other Accounts Receivable                         15,277         2,277
 Inventories                                      344,985       412,846
 Other Current Assets                              26,683        20,572
Total Current Assest                            2,446,736      2,341,42
                                                  
Non Current Assets
 Property & Equipment, Less Accumulated           131,549       122,550
   Depreciation and Amortization
 Excess of Cost Over Net Assets of                284,762       290,102
    Businesses Acquired, Less Accum
    Amortization of $447,675 in July                      
    1997 and $442,335 in April 1997
Total Non-Current Assets                          416,311       412,652
                                                          
Total Assets                                   $2,863,047    $2,754,072


Liabilities
Current Liabilities

 Notes Payable & Lines of Credit                 $507,263      $500,000
 Current Maturities of Long Term Debt               4,896         7,394
 Accounts Payable                                 939,303       905,407
 Accrued Salaries and Deferred Compensation       137,992       106,531
 Accrual Related to Loss on Discontinued          
         Operations - Rosalco                     305,000       305,000
 Accrual Related to LCL Investment                139,579       164,579
 Other Current Liabilities                        411,861       359,512
Total Current Liabilities                       2,445,894     2,348,423

                                                       
Non Current Liabilites
 Long Term Debt, Excluding Current Maturities           -         7,207
 Notes Payable to Related Parties               2,000,000     2,000,000                                             0        0
 Subordinated Debentures                        1,400,000     1,400,000
Total Non Current Liabilites                    3,400,000     3,407,207

Total Liabilities                              5,845,8940     5,755,630
                                                          

Stockholders'Equity
 Common Stock of $.30 Par Value.                2,766,359     2,766,359
 Authorized 10,000,000 Shares;       
    Issued 9,221,197 Shares in July 1997                  
    and 9,221,197 Shares in April 1997                                         
 Additional Paid-In Capital                     8,066,122     8,066,122
 Deficit                                      (13,815,327)  (13,834,039)
Total Stockholders'Equity                      (2,982,847)   (3,001,558)
                                                         
Total Liabilities & Stockholders' Equity       $2,863,047    $2,754,072
                                              
       See accompanying notes to consolidated financial statements

</TABLE>
<PAGE>
                                                         
                       Jayark Corporation And Subsidiaries
                      Consolidated Statements of Operations
                                   (Unaudited)
<TABLE>
<CAPTION>

                                     Three Months Ended     Three Months Ended
                                    7/31/97    7/31/96      7/31/97   7/31/96
<S>                                   <C>      <C>           <C>      <C>

Net Revenues                     $4,172,844  $3,071,061  $4,172,844  $3,071,061
                   
Costs & Expenses:
 Cost of Revenues                 3,628,614   2,590,785   3,628,614   2,590,785
 Selling, Gen and Admin             424,278     449,750     424,278     449,750
 Interest                           101,240      36,887     101,240      36,887
 Other (Income)                           -     (11,065)        -       (11,065)
Total Costs & Expenses            4,154,133   3,066,358   4,154,133   3,066,358
                                                               
Income from Continuing Operations   $18,712      $4,703     $18,712      $4,703
                                                             
(Loss) from Discontinued Oper.            -    (283,252)          -    (283,252)
                                                              
Net Income (Loss)                   $18,712   ($278,549)    $18,712   ($278,549)

                          
Primary Earnings (Loss) per
   Common Share:

Continuing Operations                 $0.00       $0.00       $0.00       $0.00
Discontinued Operations               $0.00      ($0.03)      $0.00      ($0.03)
Net Income (Loss)                     $0.00      ($0.03)      $0.00      ($0.03)
                                                               
Weighted Average Common Shares    9,221,197   7,978,799   9,221,197   7,978,799
                                                          
               See accompanying notes to consolidated financial statements    
</TABLE>
<PAGE>

                         Jayark Corporation And Subsidiaries
                        Consolidated Statements of Cash flows
                              For the Three Months Ended
                                    (Unaudited)

<TABLE>
<CAPTION>
                                                           
                                                 7/31/97       7/31/96
<S>                                                <C>           <C>
Cash Flows From Operating Activities:

  Net Income (Loss)                              $18,712      ($278,549)
Adjustments to Reconcile Earnings (Loss)
  to Cash From Operating Activities:       
  Depreciation and Amortization of Property
    and Equipment                                 14,336         19,315
  Amortization of Excess of Cost Over Net
  Assets of Businesses Acquired                    5,340          5,340
  Net Assets of Discontinued Operations                -      1,129,701
 (Gain) Loss on Disposition of Assets                  -        (11,065)
Change in Assets and Liabilities Net Effects
   From Acquisition of Subs:
  (Increase) Decrease in Accts Receivable Net     59,994        330,653
  (Increase) Decrease in Inventories              67,861         48,276
  (Increase) Decrease in Other Current Assets     (6,111)        (1,531)
  Increase (Decrease) in Accounts Payable         33,895        (87,043)
  Increase (Decrease) in Accrued Salaries and    
  Deferred Compensation                           31,461        (72,226)
  Increase (Decrease) in Other Liabilities        27,348       (783,433)
Net Cash Provided By (Used In)Oper Activities    252,835        299,439
                                                              
Cash Flows From Investing Activities:
  Capital Expenditures for Property and                         
  Equipment                                      (23,335)       (28,598)
Net Cash Provided By (Used In)Inv Activities     (23,335)       (28,598)
                                                         
Cash Flows From Financing Activities:
  Payment of Notes Payable                             -       (272,000)
  Payment of Long Term Debt                       (9,704)       (20,063)
  Proceeds From Issuance of Notes Payable and                   
     Lines of Credit                               7,263              -
  Purchase (Repayment) of Subordinated             
     Debentures                                        -         (30,000)
Net Cash Provided By (Used In) Fin Activities     (2,442)       (322,063)
                                                            
Net Increase (Decrease) in Cash and
  Cash Equivalents:                              227,059         (51,222)
Cash & Cash Equivalents at Beg. of Year           67,140         350,926
Cash & Cash Equivalents at End of Year          $294,199        $299,704

                                                           
Supplemental Disclosures of Cash Flow
  Information:
  Cash Paid For:                                                
     Interest                                    $40,907         $54,195
                                                           
      See accompanying notes to consolidated financial statements

</TABLE>
<PAGE>                              
                    
                                 
                                 
            Notes to Consolidated Financial Statements
                            (Unaudited)

1.    Jayark  Corporation  ("Jayark"  or  "the  Company")  conducts  its
  operations   through  AVES  Audiovisual  Systems,  Inc.  ("AVES"),   a
  wholly  owned  subsidiary.  The consolidated balance sheet  of  Jayark
  Corporation  and subsidiaries (the "Company"), as of  July  31,  1997,
  and  the  related  consolidated  statements  of  operations  and  cash
  flows  for  the  periods ended July 31, 1997 and 1996  are  unaudited.
  The  consolidated  balance  sheet  as  of  April  30,  1997  has  been
  derived   from   audited   financial  statements.   The   consolidated
  financial   statements  should  be  read  in  conjunction   with   the
  audited  financial  statements  and  footnotes  for  the  year   ended
  April 30, 1997, included in the Company's report on Form 10-K.

2.The  interim  financial statements reflect all adjustments (consisting
  of  only normal and recurring accruals and adjustments) which are,  in
  the  opinion  of  management, necessary to a  fair  statement  of  the
  results  for  the  interim periods presented. The Company's  operating
  results  for  any particular interim period may not be  indicative  of
  results for the full year.

3.     Certain   reclassifications  have   been   made   in   the   1996
  financial  statements  to  conform them to and  make  them  consistent
  with the presentation used in the 1997 financial statements.

<PAGE>
                                 
                              Item 2.
    Management's Discussion & Analysis of Results of Operations
                                 
   Three Months Ended July 31, 1997 as compared to July 31, 1996
                                 
                           NET REVENUES
                                 
     Consolidated Revenues of $4,173,000 for the period ended July
31,  1997 increased $1,102,000, or 35.9%, as compared to the  same
period  in  1996.  The  increase is the  result  of  a  $1,111,000
increase in direct sales, and a decrease of $9,000 in contract and
rental sales.
                                 
                         COST OF REVENUES
                                 
       Consolidated  Cost  of  Revenues  of  $3,629,000  increased
$1,038,000, or 40.1% in 1997, as compared to the same period  last
year.  The increase reflects a $1,024,000 increase in direct  sale
costs,  and a $28,000 increase in contract and rental sale  costs,
which was offset by a $14,000 increase in purchase discounts.
                                 
                           GROSS MARGIN
                                 
     Consolidated Gross Margin of $544,000 was 13.0% of  revenues,
as  compared to $480,000, which was 15.6% for the same period last
year.   AVES  gross margin percentage decreased as a result  of  a
1.2%  decrease in direct sale margin, a 19.0% decrease in contract
and  rental  sale  margin.   These decreases  were  offset  by  an
increase of 45.4% related to purchase discounts taken.
     
     The  direct sale gross margin for the period ended  July  31,
1997  decreased  to  10.9% from 12.1% in 1996 due  to  competitive
pressures  in  the  market.  The contract and  rental  sale  gross
margin for the period ended July 31, 1997 decreased to 38.4%  from
57.4%  in  1996 due to competitive pressures in the market  and  a
change in product mix.
     
     
<PAGE>     
 
                                 
           SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
                                 
      Consolidated Expenses of $424,000 decreased $25,000 or  5.7%
as  compared  to  the same period last year.  Corporate  decreased
legal  and  professional  fees by $3,000,  insurance  premiums  by
$9,000,  and meals & entertainment by $10,000 as a result  of  the
Company's  overall  cost reduction program  and  the  discontinued
operations of Rosalco, Inc., a wholly owned subsidiary of  Jayark.
AVES decreased advertising expense $3,000.

                                 
                         INTEREST EXPENSE
                                 
      Consolidated Interest Expense of $101,000 increased $64,000,
or  174.51%. Corporate interest increased $42,000 as a  result  of
the  discontinued  operations of Rosalco,  Inc.,  a  wholly  owned
subsidiary  of  Jayark.  This interest was previously  charged  to
Rosalco,  Inc.  through  an intercompany  account.   Additionally,
$22,000 of the increase is based on an increase in the borrowing.

                                 
                           OTHER INCOME
                                 
      Consolidated Other Income of $0 decreased $11,000, or 100.0%
from  the same period last year.    The decrease is a result of  a
$11,000 gain in 1996 on the sale of a vehicle.
                                 
                 INCOME FROM CONTINUING OPERATIONS
                                 
     Consolidated Income from Continuing Operations of $19,000 was
incurred as compared to income of $5,000 for the same period  last
year.   This $14,000 improvement is comprised of the following:  a
$25,000  decrease in Selling, General, and Administrative expenses
as  a  result of the Company's overall cost reduction program  and
the  discontinued operations of Rosalco, a wholly owned subsidiary
of Jayark, a $64,000 increase in gross margin, which was offset by
a increase of $64,000 in interest expense.
                                 
            (LOSS) INCOME FROM DISCONTINUED OPERATIONS
                                 
      Consolidated  (Loss) from Discontinued  Operations  reflects
losses incurred by the discontinued operation of Rosalco, Inc.,  a
wholly owned subsidiary of Jayark.  The $283,000 decrease in  1997
is  a  result  of  the  operations of Rosalco  as  a  discontinued
operation.

<PAGE>                                 

                         NET INCOME (LOSS)
                                 
      Consolidated Net Income of $19,000 as compared to a net loss
of  $278,000  during  the  same period last  year.   The  $297,000
increase is a result of a $283,000 reduction in expenses from  the
discontinued  operations of Rosalco, Inc., and a $14,000  increase
from continuing operations.







                                 
                  LIQUIDITY AND CAPITAL RESOURCES
                                 
At  July 31, 1997, consolidated open lines of credit available  to
the  Company for borrowing, were $750,000 as compared to  $750,000
at  April 30, 1997.  It is the opinion of the Company's management
that  operating expenses, as well as obligations coming due during
the next fiscal year, will be met primarily by cash flow generated
from operations and from available borrowing levels.

Working capital amounted to $842 at July 31, 1997, compared  to  a
deficit  of $7,003 at April 30, 1997.  The increase is principally
due to the operating income generated in the current year.

Net  cash  provided by operating activities was $229,500 in  1997,
compared $310,505 net cash provided in 1996.  The change  was  due
to the increase in net income, accounts payable, accrued salaries,
and  other liabilities.  However, this was offset by decreases  in
the   net   assets  of  discontinued  operations,   and   accounts
receivable.

Net  cash  used  in  investing activities  was  $23,335  in  1997,
compared to $28,598 in 1996.

Net cash used in financing activities was $2,442 in 1997, compared
to $322,063 net cash used in 1996.  The change was principally due
to the repayment of notes payable 1996.

<PAGE>                                 
                                 
                                 
                                 
                    PART II. OTHER INFORMATION


ITEM 6.   Exhibits and Reports on Form 8-K.
     
     (a)  Exhibits - None
     
     
     (b)  Report on Form 8-K - None
                                 
<PAGE>                                 


                            Signatures

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.

                                   JAYARK CORPORATION
                                   Registrant

     /s/  David L. Koffman               March 12, 1998
          David L. Koffman, President
          Chief Executive Officer

     /s/  Robert C. Nolt                 March 12, 1998

          Robert C. Nolt
          Chief Financial Officer

<PAGE>        

Financial Data Schedule
[ARTICLE]                              5
[LEGEND]
[RESTATED]
[CIK]                         0000053260
[NAME]                Jayark Corporation
<MULIPLIER>                       1000.0
[CURRENCY]                           USD
[FISCAL-YEAR-END]               04/30/98
[PERIOD-START]                  05/01/97
[PERIOD-END]                    07/31/97
[PERIOD-TYPE]                      3-mos
[EXCHANGE-RATE]
   
[CASH]                               294 
[SECURITIES]                         -   
[RECEIVABLES]                      1,781 
[ALLOWANCES]                         -   
[INVENTORY]                          345 
[OTHER]                               27
[CURRENT-ASSETS]                   2,447
[PP&E]                               132 
[DEPRECIATION]                       -   
[TOTAL-ASSETS]                     2,863 
[CURRENT-LIABILITIES]              2,446 
[BONDS]                              -   
[COMMON]                           2,766 
[PREFERRED-MANDATORY]                -   
[PREFERRED]                          -   
[OTHER-SE]                           -
[TOTAL-LIABILITY-AND-EQUITY]       2,863 
[SALES]                            4,173 
[TOTAL-REVENUES]                   4,173 
[CGS]                              3,629 
[TOTAL-COSTS]                      4,053 
[OTHER-EXPENSES]                     -   
[LOSS-PROVISION]                     -   
[INTEREST-EXPENSE]                   101 
[INCOME-PRETAX]                       19
[INCOME-TAX]                         -
[INCOME-CONTINUING]                   19
[DISCONTINUED]                       -   
[EXTRAORDINARY]                      -   
[CHANGES]                            -   
[NET-INCOME]                          19
[EPS-PRIMARY]                       0.00