<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: October 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 October 31, 1997
     Common Stock $0.30 Par Value                 9,221,197
                                   
<PAGE>                                    
                                   
                                   
                                       Part I
                                       Item I.
                         Jayark Corporation And Subsidiaries
                              Consolidated Balance Sheets

<TABLE>
<CAPTION>

                                                       Unaudited       Audited
<S>                                                       <C>           <C>
                                                       10/31/97        04/30/97
Assets
Current Assets
  Cash and Cash Equivalents                            $330,776         $67,140
  Accounts Receivable-Trade, Less Allowance For       1,033,583       1,838,585
   Doubtful Accounts of $36,745 in October 1997
   and $42,000 in April 1997
  Other Accounts Receivable                               5,277           2,277
  Inventories                                           321,038         412,846
  Other Current Assets                                  103,928          20,572
Total Current Assets                                  1,794,602       2,341,420
                                                                
Non Current Assets
  Property & Equipment, Less Accumulated                116,375         122,550
   Depreciation and Amortization
  Excess of Cost Over Net Assets of Businesses          279,422         290,102
   Acquired, Less Accum Amortization of $453,015
   in October 1997 and $442,335 in April 1997
Total Non Current Assets                                395,797         412,652
                                                                 
Total Assets                                         $2,190,399      $2,754,072


Liabilities
Current Liabilities
  Notes Payable & Lines of Credit                      $309,700        $500,000
  Current Maturities of Long Term Debt                        -           7,394
  Accounts Payable                                      420,230         905,407
  Accrued Salaries and Deferred Compensation            165,349         106,531
  Accrual Related to Loss on Discontinued               305,000         305,000
   Operations - Rosalco
  Accrual Related to LCL Investment                     123,068         164,579
  Other Current Liabilities                             452,359         359,512
Total Current Liabilities                             1,775,706       2,348,423
                                                              
Non Current Liabilities
  Long Term Debt, Excluding Current Maturities                -           7,207
  Notes Payable to Related Parties                    2,000,000       2,000,000
  Subordinated Debentures                             1,400,000       1,400,000
Total Non Current Assets                              3,400,000       3,407,207
                                                                 
Total Liabilities                                     5,175,706       5,755,630
                                                                
                                                                 
Stockholders' Equity
  Common Stock of $.30 Par Value.  Authorized         2,766,359       2,766,359
   10,000,000 Shares; Issued 9,221,197 Shares in
   October 1997 and 9,221,197 Shares in April 1997                                                
  Additional Paid-In Capital                          8,066,122       8,066,122
  Deficit                                           (13,817,788)    (13,834,039)
Total Stockholders' Equity                           (2,985,307)     (3,001,558)
                                                                 
Total Liabilities & Stockholders' Equity             $2,190,399      $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     Six Months Ended
                                   10/31/97    10/31/96    10/31/97   10/31/96
<S>                                   <C>      <C>           <C>      <C>

Net Revenues                     $3,148,761  $3,344,626  $7,321,605  $6,415,687
                                                             
Costs & Expenses:
 Cost of Revenues                 2,611,785   2,781,376   6,240,400   5,372,163
 Selling, General and Admin         435,002     561,918     859,279   1,011,668
 Interest                           104,436      41,344     205,675      78,231
 Other Income                             -     (19,116)          -     (30,181)
Total Costs & Expenses            3,151,222   3,365,522   7,305,354   6,431,881
                                                             
Income (Loss) from Cont. Oper.      ($2,461)   ($20,896)    $16,251    ($16,194)
                                                            
Income (Loss) from Disc. Oper.            -      76,415           -    (206,337)
                                                         
Net Income (Loss)                    (2,461)     55,518      16,251    (222,532)
                                                             
Primary Earnings (Loss) per
 Common Share:
Continuing Operations                ($0.00)     ($0.00)      $0.00      ($0.00)
Discontinued Operations               $0.00       $0.01       $0.00      ($0.02)
Net Income (Loss)                    ($0.00)      $0.01       $0.00      ($0.02)
                                                             
Weighted Average Common Shares    9,221,197   8,802,563   9,221,197   8,390,681
                                                         
               See accompanying notes to consolidated financial  statements 

</TABLE>
<PAGE>
                            
                                    Jayark Corporation And Subsidiaries
                                   Consolidated Statements of Cash Flows
                                        For the Six Months Ended
                                               (Unaudited)

<TABLE>
<CAPTION>
                                                             

                                                   10/31/97        10/31/96
<S>                                                   <C>             <C>

Cash Flows From Operating Activities
  Net Income (Loss)                                  $16,251      ($222,532)
Adjustments to Reconcile Earnings (Loss)
 to Cash From Operating Activities:
  Depreciation and Amortization of Property and       29,510         34,045
   Equipment
  Amortization of Excess of Cost Over Net             10,680         10,680
   Assets of Businesses Acquired
  Net Assets of Discontinued Operations                    -        886,672
 (Gain) Loss on Disposition of Assets                      -        (11,065)
Change In Assets and Liabilities Net of Effects
 From Acquisitions of Subs:
 (Increase) Decrease in Accounts Receivable Net      802,002        415,904
 (Increase) Decrease in Inventories                   91,808        101,883
 (Increase) Decrease in Other Current Assets         (83,355)       (21,667)
  Increase (Decrease) in Accounts Payable           (485,177)        53,857
  Increase (Decrease) in Accrued Salaries and         58,818        (82,064)
   Deferred Compensation
  Increase (Decrease) in Other Liabilities            51,335        (73,716)
    Net Cash Provided By (Used In)Operating Act.     491,871      1,091,997
                                                                 
Cash Flows From Investing Activies:
  Capital Expenditures for Property and              (23,335)       (56,520)
   Equipment   
    Net Cash Provided By (Used In)Investing  Act.    (23,335)       (56,520)
                                                          
Cash Flows From Financing Activies:
  Payment of Notes Payable                          (190,300)      (252,000)
  Payment of Long Term Debt                          (14,601)       (24,671)
  Purchase (Repayment) of Subordinated Debentures          -       (940,000)
  Proceeds From Issuance of Common Stock                   -        472,112
   Net Cash Provided By (Used In)Financing Act.     (204,901)      (744,559)
                                                                 
   Net Increase (Decrease) in Cash and Cash Equiv.   263,636        290,918
Cash & Cash Equivalents at Begining of Year           67,140        350,928
Cash & Cash Equivalents at End of Year              $330,776       $641,846
                                                               
Supplemental Disclosures of Cash Flow Information:
    Cash Paid For:                                                   
     Interest                                        $75,842       $107,590
  Non-Cash Transactions:                                           
     Common Stock Issued in Connection With LCL            -        472,112
      Investment
                                                                  
        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 October  31,  1997,
  and  the  related consolidated statements of operations  and  cash  flows
  for  the  periods  ended  October 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 October 31, 1997 as compared to October 31, 1996
                                   
                             NET REVENUES
                                   
      Consolidated Revenues of $3,149,000 for the period ended October
31,  1997 decreased $196,000, or 5.9%, as compared to the same  period
in  1996. The decrease is the result of a $199,000 decrease in  direct
sales, and an increase of $3,000 in contract and rental sales.
                                   
                           COST OF REVENUES
                                   
      Consolidated Cost of Revenues of $2,612,000 decreased  $170,000,
or  6.1%  in  1997,  as compared to the same period  last  year.   The
decrease  reflects a $182,000 decrease in direct sale cost, which  was
offset  by a $3,000 increase in contract and rental sale cost,  and  a
$9,000 decrease in purchase discounts.
                                   
                             GROSS MARGIN
                                   
     Consolidated  Gross Margin of $537,000 was 17.1% of revenues,  as
compared to $563,000 16.8% for the same period last year.  AVES  gross
margin  percentage increased as a result of a .3% increase  in  direct
sale  margin,  which  was offset by a 6.8% decrease  in  contract  and
rental sale margin and a .2% decrease in purchase discounts taken.
     
       The  direct sale margin for the period ended October  31,  1997
increased  to 13.3% from 13.0% in 1996.  The contract and rental  sale
gross  margin for the period ended October 31, 1997 decreased to 49.5%
from  56.3% in 1996 due to competitive pressures in the market  and  a
change in product mix.
                                   
             SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
                                   
      Consolidated Expenses of $435,000 decreased $127,000 or 22.6% as
compared to the same period last year.  Corporate decreased legal  and
professional fees by $96,000, insurance premiums by $17,000, and meals
&  entertainment by $5,000 as a result of the Company's  overall  cost
reduction and the discontinued operations of Rosalco, Inc.,  a  wholly
owned subsidiary of Jayark.  AVES decreased freight out by $2,000  and
insurance premiums by $7,000.

<PAGE>
                                   
                           INTEREST EXPENSE
                                   
      Consolidated Interest Expense of $104,000 increased $63,000,  or
152.61%.  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, $21,000 of the  increase  is
based on an increase in the borrowing.

                                   
                             OTHER INCOME
                                   
     Consolidated Other Income of $0 decreased $19,000, or 100.0% from
the  same period last year.  The decrease is a result of a $19,000 tax
refund in 1996.
                                   
               INCOME (LOSS) FROM CONTINUING OPERATIONS
                                   
      Consolidated  Loss from Continuing Operations  of  ($2,000)  was
incurred  as compared to a loss of ($21,000) for the same period  last
year.   This $19,000 improvement is primarily the result of a $127,000
decrease in Selling, General, and Administrative expenses as a  result
of   the   Company's  overall  cost  reduction  and  the  discontinued
operations  of  Rosalco, Inc., a wholly owned subsidiary  of  Jayark.,
which  was offset by a decrease of $26,000 in gross margin, a  $63,000
increase in interest expense, and a $19,000 decrease in other income.
                                   
              (LOSS) INCOME FROM DISCONTINUED OPERATIONS
                                   
      Consolidated Income from Discontinued Operations reflects income
earned by the discontinued operation of Rosalco, Inc., a wholly  owned
subsidiary of Jayark.  The $76,000 decrease in 1997 is a result of the
operations of Rosalco as a discontinued operation.
                                   
                           NET INCOME (LOSS)
                                   
      Consolidated Net Loss of ($2,000) as compared to a net income of
$55,000 during the same period last year.  The $57,000 decrease  is  a
result  of  a  $76,000  reduction  in  income  from  the  discontinued
operations of Rosalco offset by a $19,000 reduction in the  loss  from
continuing operations.

<PAGE>

   Six Months Ended October 31, 1997 as compared to October 31, 1996
                                   
                             NET REVENUES
                                   
      Consolidated Revenues of $7,322,000 for the period ended October
31,  1997 increased $906,000, or 14.1%, as compared to the same period
in  1996. The increase is the result of a $912,000 increase in  direct
sales,  which was offset by a $6,000 decrease of contract  and  rental
sales.
                                   
                           COST OF REVENUES
                                   
     Consolidated Cost of Revenues of $6,240,000 increased $868,000 or
16.2%  in 1997, as compared to the same period last year. The increase
reflects  a  $842,000  increase in direct sale  costs  and  a  $31,000
increase  in  contract and rental sale costs, which was  offset  by  a
$5,000 increase in purchase discounts.
                                   
                             GROSS MARGIN
                                   
     Consolidated Gross Margin of $1,081,000 was 14.8% of revenues, as
compared  to $1,044,000 or 16.3% for the same period last year.   AVES
gross  margin  percentage decreased as a result of a .7%  decrease  in
direct  sale margin, and a 13.2% decrease in contract and rental  sale
margin.
     
     The  direct  sale gross margin for the period ended  October  31,
1997  decreased  to  11.9%  from 12.6%  in  1996  due  to  competitive
pressures  in  the market.  The contract and rental sale gross  margin
for the period ended October 31, 1997 decreased to 43.7% from 56.9% in
1996  due  to  competitive pressures in the market  and  a  change  in
product mix.
                                   
             SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
                                   
      Consolidated Expenses of $859,000 decreased $152,000, or  15.1%,
as  compared  to  the  same  period  last  year.  Corporate  decreased
professional fees by $146,000, travel expense by $10,000 as  a  result
of   the   Company's  overall  cost  reduction  and  the  discontinued
operations  of  Rosalco, Inc., a wholly owned  subsidiary  of  Jayark.
AVES  increased  office supplies by $4,000 as  compared  to  the  same
period in 1996.

<PAGE>
                                   
                           INTEREST EXPENSE
                                   
      Consolidated Interest Expense of $206,000 increased $127,000, or
162.9%.   Corporate  interest increased $84,000 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, $43,000 of the  increase  is
based on an increase in borrowing.
                                   
                             OTHER INCOME
                                   
      Consolidated Other Income of $0 decreased $30,000 from the  same
period last year.  The decrease is a result of a $11,000 gain in  1996
on the sale of a vehicle and a $19,000 tax refund in 1996.
                                   
                   INCOME FROM CONTINUING OPERATIONS
                                   
      Consolidated Income from Continuing Operations $16,000 increased
$32,000,  or  200.3%.  This  $32,000 improvement  is  comprised  of  a
$152,000  decrease  in Selling, General, and Administrative  expenses,
and  a $37,000 increase in gross margin which was offset by a $127,000
increase in interest expense and a $30,000 decrease in other income.

                                   
                  (LOSS) 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 ($206,000) decrease  in  1997  is  a
result of the operations of Rosalco, Inc. as a discontinued operation.
                                   
                           NET INCOME (LOSS)
                                   
      Consolidated Net Income of $16,251 as compared to a net loss  of
($222,532)  during the same period last year occurred primarily  as  a
result of the write off of the assets of Rosalco, Inc.

<PAGE>

                                   
                    LIQUIDITY AND CAPITAL RESOURCES
                                   
At  October  31, 1997, consolidated open lines of credit available  to
the  Company  for borrowing, were $950,000 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 $18,896 at October 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  $492,000  in  1997,
compared $1,091,000 net cash provided in 1996.  The change was due the
increase  in  net  income,  accrued salaries  and  other  liabilities.
However,   this  was  offset  by  decreases  in  the  net  assets   of
discontinued operations, accounts receivable, and accounts payable.

Net cash used in investing activities was $23,000 in 1997, compared to
$57,000 in 1996.

Net  cash  used in financing activities was $205,000 in 1997, compared
to  $745,000 net cash used in 1996.  The change was principally due to
the repayment of subordinated debentures in 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 13, 1998

     David L. Koffman, President
     Chief Executive Officer

     /s/ Robert C. Nolt                       March 13, 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]                  08/01/97
[PERIOD-END]                    10/31/97
[PERIOD-TYPE]                      6-mos
[EXCHANGE-RATE]
   
[CASH]                               331 
[SECURITIES]                         -   
[RECEIVABLES]                      1,039 
[ALLOWANCES]                         -   
[INVENTORY]                          321 
[OTHER]                              104
[CURRENT-ASSETS]                   1,795
[PP&E]                               116 
[DEPRECIATION]                       -   
[TOTAL-ASSETS]                     2,190 
[CURRENT-LIABILITIES]              1,776 
[BONDS]                              -   
[COMMON]                           2,766 
[PREFERRED-MANDATORY]                -   
[PREFERRED]                          -   
[OTHER-SE]                           -
[TOTAL-LIABILITY-AND-EQUITY]       2,190 
[SALES]                            7,322 
[TOTAL-REVENUES]                   7,322 
[CGS]                              6,240 
[TOTAL-COSTS]                      7,100 
[OTHER-EXPENSES]                     -   
[LOSS-PROVISION]                     -   
[INTEREST-EXPENSE]                   206 
[INCOME-PRETAX]                       16
[INCOME-TAX]                         -
[INCOME-CONTINUING]                   16
[DISCONTINUED]                       -   
[EXTRAORDINARY]                      -   
[CHANGES]                            -   
[NET-INCOME]                          16
[EPS-PRIMARY]                       0.00