<PAGE>   1
================================================================================



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-Q


  [ X ]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE 
                        SECURITIES EXCHANGE ACT OF 1934
                       FOR QUARTER ENDED NOVEMBER 2, 1997

  [   ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
                       SECURITIES EXCHANGE ACT OF 1934
             FOR THE TRANSITION PERIOD FROM _______________ TO ________________


                        Commission File Number:  0-8550


                            PCA INTERNATIONAL, INC.
                  ----------------------------------------
           (Exact name of registrant as specified in its charter)


              NORTH CAROLINA                          56-0888429
      -------------------------------            --------------------
            (State or other                        (I.R.S. Employer
     jurisdiction of incorporation or             Identification No.)
              organization)


                          815 MATTHEWS-MINT HILL ROAD
                         MATTHEWS, NORTH CAROLINA 28105
                         -------------------------------
                    (Address of principal executive offices)
                                   (Zip Code)


                                 (704) 847-8011
                         ----------------------------------
            (Registrant's telephone number, including area code)


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

                                   YES  X     NO
                                      -----      -----


Indicate the number of shares outstanding of each of the issuer's classes of
Common Stock, as of the latest practicable date.



COMMON STOCK, $0.20 PAR VALUE                               7,876,229
-------------------------------                  ------------------------------
           CLASS                                 OUTSTANDING AT DECEMBER 2, 1997

================================================================================
<PAGE>   2

                    PCA INTERNATIONAL, INC. AND SUBSIDIARIES


                                   I N D E X


<TABLE>
<CAPTION>
                                                                                             PAGE NO.
                                                                                             --------
<S>                  <C>                                                                       <C>
PART I.              FINANCIAL INFORMATION:                                                            
 
ITEM 1.              FINANCIAL STATEMENTS:

                     Consolidated Balance Sheets - November 2, 1997 and 
                        February 2, 1997 .............................................              1


                     Consolidated Statements of Income - Three Months and Nine
                        Months Ended November 2, 1997 and October 27, 1996 ...........              2


                     Consolidated Statement of Changes in Shareholders' Equity -
                        Nine Months Ended November 2, 1997 ...........................              3


                     Consolidated Statements of Cash Flows - Nine Months Ended
                        November 2, 1997 and October 27, 1996 ........................              4


                     Condensed Notes to Consolidated Financial Statements ...........               5


ITEM 2.              Management's Discussion and Analysis of Financial Condition 
                        and Results of Operations ....................................             5-7




PART II.             OTHER INFORMATION:

ITEM 6.              Exhibits and Reports on Form 8-K ................................              8

SIGNATURES           .................................................................              8

EXHIBIT INDEX        .................................................................             9-10
                                                                                                   
</TABLE>
<PAGE>   3
                   PCA INTERNATIONAL, INC. AND SUBSIDIARIES
 
                         CONSOLIDATED BALANCE SHEETS
                                 (Unaudited)

<TABLE>
<CAPTION>

                                                 November 2,   February 2, 
ASSETS                                             1997           1997     
--------------------------------------------------------------------------  
<S>                                             <C>           <C>
CURRENT ASSETS:                                                            
 Cash and cash equivalents......................$  3,936,773  $  1,536,234 
 Accounts receivable (net of allowance for                                     
   doubtful accounts of $1,611,292 and $867,961):                          
     Due from licensor stores and customers ....  11,189,802     6,702,335 
     Other, including employee advances.........     577,545       602,349 
 Inventories....................................   6,847,147     9,814,682 
 Deferred income taxes..........................   8,124,285     6,853,985 
 Prepaid expenses...............................   1,264,096     1,490,918 
                                                ------------  ------------ 
            TOTAL CURRENT ASSETS................  31,939,648    27,000,503 
                                                ------------  ------------ 
PROPERTY:                                                                  
 Land and improvements..........................   2,380,984     2,443,939 
 Building and improvements......................  12,400,819    12,883,962 
 Photographic and sales equipment...............  56,552,863    61,902,588 
 Photographic finishing equipment...............  15,335,694    18,660,080 
 Furniture and equipment........................  11,450,793    14,188,792 
 Transportation equipment.......................     280,735       477,073 
 Leasehold improvements.........................  17,962,356    17,935,712 
 Construction in progress.......................   2,489,643     1,120,788 
                                                ------------  ------------ 
            Total Property.....................  118,853,887   129,612,934 
 Less:  Accumulated depreciation and                                       
          amortization.........................   61,075,533    71,348,374 
                                                ------------  ------------ 
            PROPERTY, NET.....................    57,778,354    58,264,560 
                                                ------------  ------------ 
INTANGIBLE ASSETS...............................  61,219,697    60,256,854 
                                                                           
OTHER ASSETS....................................   2,334,974     1,139,305 
                                                ------------  ------------ 
TOTAL ASSETS....................................$153,272,673  $146,661,222 
                                                ============  ============ 

</TABLE>



<TABLE>
<CAPTION>

                                                 November 2,   February 2, 
LIABILITIES AND SHAREHOLDERS EQUITY                1997          1997     
--------------------------------------------------------------------------  
<S>                                             <C>           <C>

 CURRENT LIABILITIES:                                   
  Short-term borrowings........................ $  9,000,000  $          -    
  Current portion of long-term debt ...........    5,000,000         
  Accounts payable-trade.......................   21,499,788    19,799,067    
  Accrued insurance............................    4,609,738     2,705,199    
  Accrued income taxes.........................      193,799     1,643,816    
  Accrued compensation.........................    6,156,278     5,924,407    
  Other accrued liabilities ...................   11,749,919    15,399,563    
                                                ------------  ------------        
    TOTAL CURRENT LIABILITIES .................   58,209,522    45,472,052      
                                                ------------  ------------        
 LONG-TERM DEBT................................   49,576,925    58,679,770    
                                                ------------  ------------        
 DEFERRED INCOME TAXES.........................      347,941             -    
                                                ------------  ------------        
 OTHER LIABILITIES.............................    8,226,405     8,868,660    
                                                ------------  ------------        
 SHAREHOLDERS' EQUITY:                                  
  Preferred stock, $10.00 par value (authorized--       
   2,000,000 shares; outstanding--none)........            -             -    
  Common Stock, $0.20 par value (authorized--           
   20,000,000 shares; issued--7,863,129 shares and      
   7,607,129 shares)...........................    1,572,626     1,521,426    
  Additional paid-in capital ..................    9,397,438     5,838,131   
  Retained earnings............................   26,163,499    26,334,992    
  Cumulative foreign currency translation               
    adjustments................................     (221,683)      (53,809)   
                                                ------------  ------------        
    TOTAL SHAREHOLDERS' EQUITY ................   36,911,880    33,640,740    
                                                ------------  ------------        
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY      $153,272,673  $146,661,222    
                                                ============  ============        
</TABLE>

See Condensed Notes to Consolidated Financial Statements.


                                       1
<PAGE>   4

                    PCA INTERNATIONAL, INC. AND SUBSIDIARIES

                       CONSOLIDATED STATEMENTS OF INCOME
                                  (Unaudited)


<TABLE>
<CAPTION>
                                           Three Months Ended                 Nine Months Ended
                                      -----------------------------     ------------------------------
                                      November 2,      October 27,      November 2,       October 27,
                                         1997              1996             1997              1996
                                      ------------     ------------    -------------     -------------
<S>                                   <C>               <C>             <C>                <C>
SALES.............................     $61,235,465      $37,093,025     $167,064,104       $104,297,847
                                       -----------      -----------     ------------       ------------
COSTS AND EXPENSES:
 Advertising and promotional costs       5,218,214        4,799,759       13,194,294         11,864,291
 Costs of photographic sales......      21,411,971       13,005,884       61,907,588         36,256,693
 Store commissions and selling costs    20,309,908       12,121,559       56,599,036         34,434,883
 General and administrative expenses     8,409,817        6,054,604       27,177,110         18,219,525
 Amortization of intangibles......         482,477                -        1,447,052                  -
                                       -----------      -----------     ------------       ------------
  Total costs and expenses........      55,832,387       35,981,806      160,325,080        100,775,392
                                       -----------      -----------     ------------       ------------
INCOME FROM OPERATIONS............       5,403,078        1,111,219        6,739,024          3,522,455

 Interest expense, net............       1,719,380           48,178        4,989,876             83,485
                                       -----------      -----------     ------------       ------------
INCOME BEFORE INCOME TAXES........       3,683,698        1,063,041        1,749,148          3,438,970

INCOME TAX PROVISION..............       1,763,854          421,929          825,598          1,426,783
                                       -----------      -----------     ------------       ------------
NET INCOME........................     $ 1,919,844      $   641,112     $    923,550       $  2,012,187
                                       ===========      ===========     ============       ============
WEIGHTED AVERAGE NUMBER OF COMMON SHARES:

 Primary..........................       8,659,875        8,131,921        8,413,323          8,019,678
                                       ===========      ===========     ============       ============
 Fully Diluted....................       8,702,670        8,132,376        8,641,240          8,147,005
                                       ===========      ===========     ============       ============

PRIMARY AND FULLY DILUTED EARNINGS PER
 COMMON SHARE:

  Net Income......................     $      0.22      $      0.08     $       0.11       $       0.25
                                       ===========      ===========     ============       ============

CASH DIVIDENDS PER COMMON SHARE...     $      0.07      $      0.07     $       0.14       $       0.21
                                       ===========      ===========     ============       ============


</TABLE>


See Condensed Notes to Consolidated Financial Statements.



                                       2
<PAGE>   5
                    PCA INTERNATIONAL, INC. AND SUBSIDIARIES

           CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

                   FOR THE NINE MONTHS ENDED NOVEMBER 2, 1997
                                  (Unaudited)


<TABLE>
<CAPTION>                                      
                                                                                                                   Cumulative
                                                                                                                    Foreign
                                                       Common Stock              Additional                         Currency
                                                 -------------------------        Paid-In         Retained         Translation
                                                  Shares          Amount          Capital         Earnings         Adjustments
                                                -----------    -----------       -----------     ----------       -------------
<S>                                              <C>           <C>               <C>             <C>                <C>

BALANCE, FEBRUARY 2, 1997....................    7,607,129     $ 1,521,426       $ 5,838,131     $26,334,992         $ (53,809)
                                  
Net income..................................                                                         923,550
                                  
Dividends...................................                                                      (1,095,043)
                                  
Exercise of stock options...................       256,000          51,200         3,559,307
                                  
Foreign currency translation      
      adjustment............................                                                                          (167,874)
                                                 ---------     -----------       -----------     -----------         ---------
BALANCE, NOVEMBER 2, 1997...................     7,863,129     $ 1,572,626       $ 9,397,438     $26,163,499         $(221,683)
                                                 =========     ===========       ===========     ===========         =========


</TABLE>
See Condensed Notes to Consolidated Financial Statements.




                                      3
<PAGE>   6
                  PCA INTERNATIONAL, INC. AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (Unaudited)

<TABLE>
<CAPTION>

                                                                    Nine Months Ended
                                                                --------------------------
                                                                November 2,     October 27,
                                                                   1997            1996
                                                                -----------     ----------
<S>                                                            <C>         <C>
OPERATING ACTIVITIES:
 Net income..............................................      $  923,550  $  2,012,187
 Adjustments to reconcile net income to net cash provided from
   operating activities:
  Depreciation and amortization..........................      11,256,532     6,743,401
  Increase in allowance for doubtful accounts............         745,067       557,366
  Provision for deferred income taxes....................        (922,359)     (354,608)
  Loss on disposal of property...........................       1,636,368       406,726
  Decrease in other liabilities..........................        (656,767)     (332,087)
  (Increase) decrease in other noncurrent assets.........      (1,195,669)        1,140
  Changes in operating assets and liabilities:
   Increase in accounts receivable.......................      (5,215,226)   (5,446,911)
   Decrease (increase) in inventories....................       2,965,303    (2,576,605)
   Decrease (increase) in prepaid expenses...............         239,855      (253,023)
   Increase in accounts payable..........................       1,707,858     3,330,202
   Decrease in accrued expenses..........................      (2,866,905)     (982,121)
                                                               ----------  ------------
  NET CASH PROVIDED FROM OPERATING ACTIVITIES:...........       8,617,607     3,105,667
                                                               ----------  ------------ 
INVESTING ACTIVITIES:
 Purchase of property....................................     (11,074,008)  (11,537,593)
 Purchase of Canadian assets ............................               -    (1,194,795)
 Purchase of American Studios............................      (2,526,814)            -
 Proceeds from sale of fixed assets......................           1,200        10,151
                                                               ----------  ------------
 NET CASH USED IN INVESTING ACTIVITIES...................     (13,599,622)  (12,722,237)
                                                               ----------  ------------ 
FINANCING ACTIVITIES:
 Increase in short-term borrowings.......................       4,897,155     7,470,964
 Exercise of stock options...............................       3,610,507     4,046,263
 Acquisition of Company stock............................               -    (4,190,625)
 Cash dividends..........................................      (1,095,043)   (1,577,571)
                                                               ----------  ------------
 NET CASH PROVIDED FROM FINANCING ACTIVITIES.............       7,412,619     5,749,031
                                                               ----------  ------------ 
 Effect of exchange rate changes on cash.................         (30,065)      187,319
                                                               ----------  ------------ 
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS.........       2,400,539    (3,680,220)
 
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD.........       1,536,234     3,914,513
                                                               ----------  ------------ 
CASH AND CASH EQUIVALENTS AT END OF PERIOD...............    $  3,936,773  $    234,293
                                                             ============  ============
SUPPLEMENTAL CASH FLOW INFORMATION:
 Cash Flow Data:
  Interest paid..........................................    $  6,678,863  $    108,458
                                                             ============  ============
  Income taxes paid......................................    $  2,378,313  $  3,004,904
                                                             ============  ============
</TABLE>
 
 
See Condensed Notes to Consolidated Financial Statements.






                                       4
<PAGE>   7
                    PCA INTERNATIONAL, INC. AND SUBSIDIARIES

              CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

         With respect to the significant accounting policies of PCA
International, Inc. and its subsidiaries (the "Company"), which are
wholly-owned, reference is made to note 1 of the financial statements in the
Company's Form 10-K filed for the fiscal year ended February 2, 1997.  The
interim financial statements reflect all adjustments (consisting of normal
recurring accruals) which are, in the opinion of management, necessary for a
fair statement of the results for the interim periods presented.  Certain
reclassifications have been made to the February 2, 1997, balance sheet to
conform to the fiscal 1997 presentation.


ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS

OVERVIEW

         PCA International, Inc. is engaged, through its subsidiaries, in the
sale and marketing of professional photographic color portraits of children,
adults, and families.  The Company operates more than 2,000 retail portrait
studios in the United States, Canada, Puerto Rico, Mexico, and South America.
The Company also operates an extensive traveling business providing portrait
photography services in approximately 1,400 additional retail locations
throughout the United States and to church congregations and other
institutions.

         The Company operates portrait studios principally within Kmart and
Wal-Mart stores.  Portrait sales in discount stores were $58.8 million, or
96.0% of total sales, and $159.4 million, or 95.4% of total sales,
respectively, for the third quarter and nine months of fiscal 1997.  PCA's
fiscal 1997 results include the operations of American Studios acquired in
January 1997.  As of November 2, 1997, the Company operated 2,069 portrait
studios worldwide, with 1,950 in the United States and 119 internationally.

         The Company utilizes a proprietary digital imaging system which was
designed and engineered in-house by the Company's technology and manufacturing
staff, ensuring complete control of all aspects of the system, from photography
and sales through production.  At the studio level, the digital imaging system
allows customers to view each pose on a color monitor immediately as they are
photographed and customers select several poses for order consideration. 
Following the photography session, the customer chooses the exact poses to be
produced in specific portrait sizes and quantities for a custom portrait
package.  With the digital imaging system the Company has benefited from higher
average customer purchases, improved customer satisfaction, and lower
production costs realized through the elimination of waste from speculative
portrait production.

SEASONALITY

         The Company's portrait photography business is seasonal with the
greatest volume of sales and earnings occurring in the fourth quarter during
the Thanksgiving and Christmas holiday seasons.  

RESULTS OF OPERATIONS

         PCA's fiscal 1997 third quarter and year-to-date results include the
operations of American Studios acquired in January 1997.  The Company's
consolidated sales for the third quarter were $61.2 million, an increase of
65.1% compared with sales of $37.1 million in the third quarter of 1996.
Consolidated sales for the nine months of fiscal 1997 were $167.1 million, an
increase of 60.2% compared 




                                      5

<PAGE>   8

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS, CONTINUED

with $104.3 million reported in the nine months of 1996.  The increase in sales
for the third quarter and nine months was due to two primary factors:  an
increase in customers photographed due in large part to the acquisition of the
American Studios' Wal-Mart business which more than offset the loss of
customers due to studio closings, and higher customer sales averages due to the
implementation of digital imaging technology in acquired studios.  The Company
operated 2,069 portrait studios at the end of the third quarter, an increase of
507 over comparable 1996 third quarter.

         The following table presents the percentage of sales represented by
the following line items from the Company's statements of income for the
periods indicated:

<TABLE>
<CAPTION>
                                     Three Months Ended                 Nine Months Ended
                                 ---------------------------      -----------------------------
                                 November 2,     October 27,      November 2,       October 27,
                                   1997             1996            1997              1996
                                ----------      -----------      -----------       -----------
<S>                                <C>               <C>             <C>               <C>
Sales . . . . . . . . . . . . .   100.0%            100.0%          100.0%            100.0%
Costs and expenses  . . . . . .    90.4%             97.0%           95.1%             96.6%
Amortization of intangible
  assets. . . . . . . . . . . .     0.8%              0.0%            0.8%              0.0%
                                -------           -------        --------         ---------                           
Income from operations  . . . .     8.8%              3.0%            4.1%              3.4%
Interest expense  . . . . . . .     2.8%              0.1%            3.0%              0.1%
                                -------           -------        --------         ---------
Income before income taxes  . .     6.0%              2.9%            1.1%              3.3%
Income tax provision  . . . . .     2.9%              1.2%            0.5%              1.4%
                                -------           -------        --------         ---------
Net income  . . . . . . . . . .     3.1%              1.7%            0.6%              1.9%
                                =======           =======        ========         =========
</TABLE>

         Noted in the table above, the Company reported a 5.8 percentage point
improvement in income from operations in the third quarter to 8.8% of sales
from 3.0%, resulting principally from increased operating leverage with the
American Studios integration and improved operating performance of the portrait
studio business.  Specifically, advertising and promotional expenses declined
4.4 percentage points to 8.5% of sales from 12.9% of sales in the 1996 third
quarter due in part to a lessening of the promotional environment in the
discount retail portrait market.  Cost of photographic sales declined slightly
to 35.0% of sales from 35.1% of sales in the year-ago quarter.  Commission and
selling expense levels rose 0.5 percentage points to 33.2% of sales from 32.7%
of sales in the 1996 third quarter due in part to increased labor expenses to
operate a greater number of 7-day studios.  General and administrative expenses
declined 2.6 percentage points to 13.7% of sales from 16.3% in the prior third
quarter due to organizational synergies.  Included in the 1997 third quarter
are costs and expenses related to the acquisition, specifically $1.7 million in
interest expense and $0.5 million in amortization of intangible assets.  The
increase in the income tax provision as a percentage of sales in the 1997
period is attributable to the amortization of intangible assets expense which
does not provide any tax benefit.

         The Company reported net income of $1.9 million in the 1997 third
quarter compared to net income of $0.6 million in the year-ago quarter.  On a
per common share basis, primary and fully diluted earnings were $0.22 for the
1997 third quarter compared with $0.08 in the same quarter last year.  There
were 8,702,670 fully diluted common shares outstanding for the third quarter,
compared to 8,132,376 in the fiscal 1996 third quarter.

         For the nine months, the Company reported net income of $0.9 million
versus net income of $2.0 million in the 1996 nine-month period.  The decline
in net income is due to significant planned investments and expenditures
related to the American Studios' acquisition, digital studio conversion, costs
associated with the closing of underperforming portrait photography studios,
and other Company initiatives completed in the 1997 first half.  Also included
in the 1997 nine-month results are $5.0 million in interest 




                                      6

                           
<PAGE>   9

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS, CONTINUED
                           
expense and $1.4 million amortization of intangible assets, expenses related to
the acquisition of American Studios.

LIQUIDITY AND CAPITAL RESOURCES

         The Company's principal sources of working capital are cash from
operations and the Company's $25 million revolving line of credit.  As of
November 2, 1997, the Company had $3.9 million in cash and cash equivalents,
$9.0 million in short-term borrowings and letters of credit, with $11.0 million
available under its revolving credit facility.  The Company reduced its
short-term borrowings by $4.5 million during the third quarter.  Subsequent to
the third quarter ending, the Company repaid the remaining $9.0 million of the
short-term borrowings.  The terms of the Senior Term Loan and the Revolving
Credit Facility were amended on September 15, 1997, reflecting a lower
applicable margin range of 0.0% to 1.75%, reduced from the range of 0.75% to
2.5% in the original loan agreement.

         Capital expenditures were $5.6 million during the third quarter,
principally for materials and equipment for additional permanent portrait
studios in Wal-Mart and Kmart stores, the upgrading of certain equipment in the
Company's two lab and processing facilities, and new computing equipment in the
corporate office.  Currently, the Company estimates capital expenditures for
fiscal 1997 will be approximately $13.0 million which includes the planned
opening of approximately 200 new digital portrait studios during the year.  The
Company believes, based on its short- and long-term business plans, that it has
the ability to adequately fund its operating and capital expenditure needs for
fiscal 1997 from operations, cash on hand, and its revolving credit facility.

         Shareholders' equity increased by $2.1 million to $36.9 million in the
third quarter of 1997.  Net income of $1.9 million plus $0.8 proceeds from the
exercise of stock options were partially offset by $0.6 million of dividends
paid in the quarter.  The Board of Directors of the Company approved a $0.07
per share quarterly cash dividend payable on January 7, 1998, for shareholders
of record as of December 15, 1997.

NOTE REGARDING PRIVATE SECURITIES LITIGATION REFORM ACT

         The foregoing discussion contains certain forward-looking statements
regarding expected studio openings and capital expenditures.  These statements
are based on the Company's belief and assumptions, as well as information
currently available to the Company's management.  Although the Company believes
that the expectations reflected in such forward-looking statements are
reasonable, there can be no assurance that such expectations will prove to be
correct.  In particular, new studio openings will depend on the economy
generally, the operations of Kmart and Wal-Mart, the performance of the
portrait studio industry generally, and of the Company and other factors.



                                      7

<PAGE>   10

                   PCA INTERNATIONAL, INC. AND SUBSIDIARIES


                         PART II - OTHER INFORMATION


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

          (a)  Exhibits

                  11      Computation of Primary and Fully Diluted Earnings 
                          Per Common Share

                  27      Financial Data Schedule

          (b)  Reports on Form 8-K


               None




                                  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.




                                   PCA INTERNATIONAL, INC. 
                                   ------------------------------------- 
                                   (Registrant)



Date:  December 10, 1997           /s/ John Grosso 
                                   -------------------------------------
                                   John Grosso 
                                   President
                                   (Principal Executive Officer)



Date:  December 10, 1997           /s/ Bruce A. Fisher 
                                   -------------------------------------
                                   Bruce A. Fisher
                                   Senior Vice President
                                   (Principal Accounting Officer)
                                                            


                                      8

<PAGE>   11




                                EXHIBIT INDEX
                           PCA INTERNATIONAL, INC.
                              INDEX TO EXHIBITS
<TABLE>
<CAPTION>
 INDEX                                                                                                                    PAGE
  NO.                                                      DESCRIPTION                                                     NO.
  ---                                                      -----------                                                    ----
<S>       <C>                                                                                                         <C>
   3(a)     Restated Charter, as amended to date.

   3(b)     Bylaws of PCA International, Inc. as amended to date, incorporated by reference to Exhibit 3.4 to the
            Company's Quarterly Report on Form 10-Q, Commission File No. 0-8550, for the quarter ended May 3, 1992.

   4        Instruments defining the rights of security holders, incorporated by reference to Exhibit 4 to the
            Company's Quarterly Report on Form 10-Q, Commission File No. 0-8550, for the quarter ended May 3, 1992.

  10(a)     License Agreement dated July 29, 1992, between Wal-Mart Corporation and American Studios, Inc.,
            incorporated by reference to Exhibit 10.1 to American Studios, Inc. 1992 Form S-1 (Registration No. 33-
            58958).

  10(b)     License Agreement dated May 10, 1996, between Kmart Corporation and PCA International, Inc., incorporated
            by reference to Exhibit 10(b) to the Company's Quarterly Report on Form 10-Q for the quarter ended April
            28, 1996.

  10(d)*    The 1990 Non-Qualified Stock Option Plan, incorporated by reference to Exhibit 4 to the Company's
            Registration Statement on Form S-8 (Registration No. 33-36793).

  10(e)*    The 1992 Non-Qualified Stock Option Plan, as amended, incorporated by reference to Exhibit 4 to the
            Company's Registration Statement on Form S-8 (Registration No. 33-51458).

  10(f)     Loan Agreement dated January 27, 1997, between PCA International, Inc., PCA Photo Corporation of Canada,
            Inc., PCA Specialty Retail Photo Corporation, Inc., Photo Corporation of America, PCA National, Inc., ASI
            Acquisition Corp., and NationsBank, N.A., as Agent, incorporated by reference to the Company's Schedule
            14D-1 and Schedule 13-D, Amendment No. 3, dated January 27, 1997.

  10(g)     Loan Agreement dated February 28, 1997, between PCA International, Inc., PCA Photo Corporation of Canada,
            Inc., PCA Specialty Retail Photo Corporation, Inc., Photo Corporation of America, PCA National, Inc., ASI
            Acquisition Corp., and NationsBank, N.A., as Agent, incorporated by reference to Exhibit 10(g) to the
            Company's Annual Report on Form 10-K for the year ended February 2, 1997.

  10(i)     Merger Agreement dated December 17, 1996, between PCA International, Inc., ASI Acquisition Corp., and
            American Studios, Inc., incorporated by reference to the Company's Form 8-K dated January 23, 1997.

  10(j)     1996 Omnibus Long-Term Compensation Plan, incorporated by reference to Exhibit 10(j) to the Company's
            Quarterly Report on Form 10-Q for the Quarter ended April 28, 1996.

  10(l)*    Employment and Noncompete Agreement dated December 17, 1996, between Randy J. Bates and PCA International,
            Inc., incorporated by reference to Exhibit 10(l) to the Company's Annual Report on Form 10-K for the year
            ended February 2, 1997.

  10(m)*    Employment and Noncompete Agreement dated December 17, 1996, between Robert Kent Smith and PCA
            International, Inc., incorporated by reference to Exhibit 10(m) to the Company's Annual Report on Form 10-K
            for the year ended February 2, 1997.

  10(n)*    Employment and Noncompete Agreement dated December 17, 1996, between J. Robert Wren, Jr., and PCA
            International, Inc., incorporated by reference to Exhibit 10(n) to the Company's Annual Report on Form 10-K
            for the year ended February 2, 1997.

  10(o)*    Employment and Noncompete Agreement dated June 9, 1997, between John Grosso and PCA International, Inc.,
            incorporated by reference to Exhibit 10(o) to the Company's Quarterly Report on Form 10-Q for the quarter
            ended August 3, 1997.

</TABLE>



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<PAGE>   12


<TABLE>
<CAPTION>
 INDEX                                                                                                                    PAGE
  NO.                                                      DESCRIPTION                                                     NO.
  ---                                                      -----------                                                    ----
<S>       <C>                                                                                                         <C>
  10(p)*    Employment and Noncompete Agreement dated June 9, 1997, between Eric Jeltrup and PCA International,Inc.,
            incorporated by reference to Exhibit 10(p) to the Company's Quarterly Report on Form 10-Q for the quarter
            ended August 3, 1997.

  10(q)*    Employment and Noncompete Agreement dated June 9, 1997, between Bruce Fisher and PCA International, Inc.,
            incorporated by reference to Exhibit 10(q) to the Company's Quarterly Report on Form 10-Q for the quarter
            ended August 3, 1997.

  10(r)     Sales contract dated August 1, 1997, between PCA International, Inc., and Agfa Division of Bayer
            Corporation.

  11        Computation of Primary and Fully Diluted Earnings per Common Share.

  27        Financial Data Schedule.

</TABLE>

  * Management contract or compensatory plan or arrangement required to be 
    filed as an exhibit.




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