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 MAY 4, 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                                Identification No.)
 incorporation or
  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                            7,745,429
-----------------------------------          ---------------------------------
              CLASS                             OUTSTANDING AT JUNE 1, 1997

================================================================================


<PAGE>



                    PCA INTERNATIONAL, INC. AND SUBSIDIARIES


                                    I N D E X


PART I.       FINANCIAL INFORMATION:                                    PAGE NO.

ITEM 1.       FINANCIAL STATEMENTS:

              Consolidated Balance Sheets - May 4, 1997 and February
                  2, 1997............................................    1


              Consolidated Statements of Income - Three Months 
                  Ended May 4, 1997 and April 28, 1996.................  2


              Consolidated Statement of Changes in Shareholders' 
                  Equity - Three Months Ended May 4, 1997..............  3


              Consolidated Statements of Cash Flows - Three Months 
                  Ended May 4, 1997 and April 28, 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 4.       Submission of Matters to Vote of Security Holders.......  7-8

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

SIGNATURES    ........................................................   9

EXHIBIT INDEX ........................................................ 10-11


<PAGE>

                    PCA INTERNATIONAL, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                       May 4,      February 2,
ASSETS                                                                  1997          1997
Current Assets:
<S>                                                           <C>                  <C>
    Cash and cash equivalents.................................     $ 3,734,654      $1,536,234
    Accounts receivable (net of allowance for
       doubtful accounts of $841,588 and $867,961):
          Due from licensor stores and customers...............      7,686,523       6,702,335
          Other, including employee advances...................        542,892         602,349
    Inventories................................................      8,113,141       9,814,682
    Deferred income taxes......................................      6,869,728       6,853,985
    Prepaid expenses...........................................      1,153,187       1,490,918
                                                               ---------------    ------------

          Total Current Assets................................      28,100,125      27,000,503
                                                               ---------------    ------------
Property:
    Land and improvements.....................................       2,380,984       2,443,939
    Building and improvements.................................      12,278,939      12,883,962
    Photographic and sales equipment..........................      53,913,527      61,902,588
    Photographic finishing equipment..........................      15,329,052      18,660,080
    Furniture and equipment...................................      11,742,348      14,188,792
    Transportation equipment..................................         280,735         477,073
    Leasehold improvements....................................      15,883,323      17,935,712
    Construction in progress..................................       3,178,290       1,120,788
                                                               ---------------    ------------
          Total Property......................................     114,987,198     129,612,934
    Less:  Accumulated depreciation and
       amortization...........................................      56,709,683      71,348,374
                                                               ---------------    ------------
          Property, net.......................................      58,277,515      58,264,560
                                                               ---------------    ------------

Intangible Assets.............................................      62,290,985      60,256,854
Other Assets..................................................       2,639,084       1,139,305
                                                               ---------------    ------------

Total Assets..................................................    $151,307,709   $ 146,661,222
                                                               ===============   =============




                                                                      May 4,       February 2,
LIABILITIES AND SHAREHOLDERS' EQUITY                                   1997           1997
Current Liabilities:
     Short-term borrowings....................................      $2,000,000    $         0
     Current portion of long-term debt........................       1,250,000              0
     Accounts payable-trade...................................      16,382,405     19,799,067
     Accrued insurance........................................       8,320,495      6,705,199
     Accrued income taxes.....................................         887,230      1,643,816
     Accrued compensation.....................................       6,373,405      5,924,407
     Other accrued liabilities................................      13,086,957     15,399,563
                                                                    ----------    -----------

            Total Current Liabilities.........................      48,300,492     49,472,052
                                                                    ----------    -----------

Long-term debt................................................      63,228,450     58,679,770
                                                                    ----------    -----------

Other Liabilities.............................................       4,593,529      4,609,510
                                                                    ----------    -----------

Minority Interests............................................          23,842        259,150
                                                                    ----------    -----------

Shareholders' Equity:
     Preferred stock, $10.00 par value (authorized--
         2,000,000 shares; outstanding--none).................               0              0
     Common Stock, $0.20 par value (authorized--
         20,000,000 shares; issued--7,674,929 shares and
         7,607,129 shares)....................................       1,534,986      1,521,426
     Additional paid-in capital...............................       6,787,692      5,838,131
     Retained earnings........................................      26,978,318     26,334,992
     Cumulative foreign currency translation
          adjustments.........................................        (139,600)       (53,809)
                                                                  ------------   ------------

            Total Shareholders' Equity........................      35,161,396     33,640,740
                                                                  ------------   ------------

Total Liabilities and Shareholders' Equity....................    $151,307,709   $146,661,222
                                                                  ============   ============
</TABLE>

           See Condensed Notes to Consolidated Financial Statements.

                                       1

<PAGE>



                    PCA INTERNATIONAL, INC., AND SUBSIDIARIES

                        CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                            Three Months Ended
                                                ----------------------------------------------
                                                        May 4,                    April 28,
                                                        1997                        1996
                                                 -------------------         -----------------
<S>                                              <C>                         <C>
SALES..........................................          $58,691,809               $36,087,986
                                                 -------------------         -----------------

COSTS AND EXPENSES:
  Advertising and promotional costs............            4,313,900                 3,633,789
  Costs of photographic sales..................           21,794,658                11,904,402
  Store commissions and selling costs..........           18,892,362                11,747,366
  General and administrative expenses..........           10,176,412                 6,791,240
  Amortization of intangibles..................              455,738                         -
                                                 -------------------         -----------------
    Total costs and expenses...................           55,633,070                34,076,797
                                                 -------------------         -----------------

INCOME FROM OPERATIONS.........................            3,058,739                 2,011,189

  Interest expense, net........................            1,619,383                    18,547
                                                 -------------------         -----------------

INCOME BEFORE INCOME TAXES.....................            1,439,356                 1,992,642

INCOME TAX PROVISION...........................              796,030                   853,864
                                                 -------------------         -----------------

NET INCOME.....................................             $643,326                $1,138,778
                                                 ===================         =================

WEIGHTED AVERAGE NUMBER OF COMMON SHARES:

  Primary......................................            8,133,965                 7,868,479
                                                 ===================         =================
  Fully Diluted................................            8,134,028                 8,032,229
                                                 ===================         =================

PRIMARY AND FULLY DILUTED EARNINGS PER
     COMMON SHARE:

         Net Income............................                $0.08                     $0.14
                                                 ===================         =================

CASH DIVIDENDS PER COMMON SHARE................                $0.00                     $0.07
                                                 ===================         =================
</TABLE>

See Condensed Notes to Consolidated Financial Statements.



<PAGE>

                    PCA INTERNATIONAL, INC. AND SUBSIDIARIES

            CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

                     FOR THE THREE MONTHS ENDED MAY 4, 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...........................                                                             643,326

Exercise of stock options............       67,800             13,560           949,561

Foreign currency translation
     adjustment......................                                                                                  (85,791)

                                      ==============================================================================================
BALANCE, MAY 4, 1997.................    7,674,929         $1,534,986        $6,787,692       $26,978,318            ($139,600)
                                      ==============================================================================================



</TABLE>



See Condensed Notes to Consolidated Financial Statements.




<PAGE>



                    PCA INTERNATIONAL, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                                            Three Months Ended
                                                                             ----------------------------------------------
                                                                                    May 4,                   April 28,
                                                                                    1997                       1996
                                                                             --------------------       -------------------
<S>                                                                          <C>                          <C>
OPERATING ACTIVITIES:
  Net income.................................................................            $643,326                $1,138,778
  Adjustments to reconcile net income to net cash used in
   operating activities:
   Depreciation and amortization ............................................           3,741,882                 2,265,217
   (Decrease) increase in allowance for doubtful accounts....................             (25,679)                  385,483
   Provision for deferred income taxes.......................................             (15,743)                   85,273
   Loss on disposal of property..............................................               4,283                   207,374
   Decrease in other liabilities.............................................            (275,131)                   (7,186)
   Increase in other noncurrent assets.......................................          (1,499,779)                  (14,686)
   Changes in operating assets and liabilities:
   Increase in accounts receivable...........................................            (902,267)               (3,449,141)
   Decrease (increase) in inventories........................................           1,700,347                  (489,551)
   Decrease in prepaid expenses..............................................             360,276                    82,477
   (Decrease) increase in accounts payable...................................          (3,412,559)                  616,932
   (Decrease) increase in accrued expenses...................................            (992,566)                  775,489
                                                                             --------------------       -------------------
   NET CASH (USED IN) PROVIDED FROM OPERATING ACTIVITIES.....................            (673,610)                1,596,459
                                                                             --------------------       -------------------

INVESTING ACTIVITIES:
  Purchase of property.......................................................          (3,363,219)               (1,703,118)
  Purchase of Canadian assets................................................                   -                (1,169,078)
  Purchase of American Studios, Inc..........................................          (2,516,646)
  Proceeds from sale of fixed assets.........................................               1,200                     3,619
                                                                             --------------------       -------------------
NET CASH USED IN INVESTING ACTIVITIES                                                  (5,878,665)               (2,868,577)
                                                                             --------------------       --------------------
FINANCING ACTIVITIES:
  Increase in borrowings.....................................................           7,798,680                         -
  Exercise of stock options..................................................             963,121                   839,105
  Acquisition of Company stock...............................................                   -                (2,304,610)
  Cash dividends.............................................................                   -                  (523,745)
                                                                             --------------------       -------------------
NET CASH PROVIDED FROM (USED IN) FINANCING ACTIVITIES........................           8,761,801                (1,989,250)
                                                                             --------------------       -------------------

  Effect of exchange rate changes on cash....................................             (11,106)                  186,442
                                                                             --------------------       -------------------

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS.............................           2,198,420                (3,074,926)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD.............................           1,536,234                 3,914,513
                                                                             --------------------       -------------------

CASH AND CASH EQUIVALENTS AT END OF PERIOD...................................          $3,734,654                  $839,587
                                                                             ====================       ===================

SUPPLEMENTAL CASH FLOW INFORMATION:
  Cash Flow Data:
    Interest paid............................................................          $3,736,171                   $45,196
                                                                             ====================       ===================
    Income taxes paid........................................................          $1,219,348                $1,529,895
                                                                             ====================       ===================

</TABLE>


See Condensed Notes to Consolidated Financial Statements.



<PAGE>





                    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.


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

OVERVIEW

         The Company is engaged, through its subsidiaries, in the sale of
photographic color portraits of children, adults, and families. The Company
operates primarily in the discount retail segment through more than 2,000
permanent portrait studios within Kmart and Wal-Mart stores. The Company
operates approximately 1,000 portrait studios in Kmart in the United States and
Puerto Rico. In Wal-Mart stores, the Company operates approximately 1,000
permanent portrait studios in the United States, Canada, Puerto Rico, Mexico,
and in South America, and services an additional 1,350 locations with traveling
promotions. The Company also operates 114 permanent studios as part of a pilot
program for pet photography in PETsMART stores in the United States and Canada.
In its Institutional Division, the Company provides portrait services to church
congregations and day care facilities through traveling promotions.

         Sales in the discount retail studio portion of the Company's business,
comprising Kmart and Wal-Mart retail channels, were $55.5 million, or 94.6% of
total sales, during the first quarter of fiscal 1997. PCA's fiscal 1997 results
include the operations of American Studios acquired on January 23, 1997.

         During the first quarter of fiscal 1997, the Company focused on several
merger-related strategic initiatives, principally, the integration and
consolidation of American Studios' general and administrative functions, field
organization, and lab operations.

                   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. The
system allows customers to view a digital proof of each pose on a color
monitor as it is photographed and select only the highest quality and most
pleasing poses for further consideration. Following the photography session, the
customer customizes the selection of portraits for purchase, consisting of
the exact poses to be produced in the specific portrait sizes
and quantities desired. The digital imaging system is integrated with the
Company's automated production facility. The Company plans to leverage the
benefits of its digital imaging system over an expanded Wal-Mart customer base.
Of the 850 permanent Wal-Mart studios acquired with the merger of American
Studios, 250 employ digital technology while 600 studios are non-digital and
operate in a speculative mode (portraits are printed before customers make a
final selection for purchase.) During the 1997 second quarter, the Company will
complete the conversion of the 600 non-digital studios to its digital imaging
technology. With these 600 studios converted, the Company believes it will
realize benefits in terms of increased average customer purchase, improved
customer satisfaction, and lower production costs resulting from the elimination
of waste from speculative portrait production.

SEASONALITY

         The Company's portrait photography business is seasonal, with the
greatest sales volume occurring in the fourth quarter during the Thanksgiving
and Christmas holiday seasons. The fourth quarters of fiscal 1996 and 1995
contributed approximately 33.2% and 32.2%, respectively, of annual sales and
32.8% and 64.2%, respectively, of earnings for those years. The 1996 fourth
quarter earnings would have accounted for 69.5% of annual earnings before giving
effect to a $3.6 million charge after tax for studio closure costs.

                                       5
<PAGE>


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


RESULTS OF OPERATIONS

         PCA's fiscal 1997 first quarter results include the operations of
American Studios acquired on January 23, 1997. The Company's consolidated sales
for the first quarter were $58.7 million, an increase of 62.6% compared with
sales of $36.1 million in the first quarter of 1996. The increase in sales on a
consolidated basis was due to two primary factors: a 67.2% increase in customers
photographed resulting principally from the acquisition of American Studios'
Wal-Mart business and higher customer sales average in the discount retail
portion of the business.

         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:

                                                    THREE MONTHS ENDED
                                                ----------------------------
                                                   MAY 4,          APRIL 28,
                                                    1997             1996
                                                ------------     -----------

 Sales.......................................      100.0%           100.0%
 Costs and expenses..........................       94.8             94.4
                                                ------------     -----------
 Income from operations......................        5.2              5.6
 Interest expense............................        2.8              0.1
                                                ------------     -----------
 Income before income taxes..................        2.4              5.5
 Income tax provision........................        1.3              2.3
                                                ============     ===========
 Net income..................................        1.1%             3.2%
                                                ============     ===========

         During the quarter, income from operations increased 52% to $3.1
million, compared to $2.0 million in the 1996 first quarter. As a percentage of
sales, income from operations declined slightly to 5.2% of sales compared to
5.6% of sales, principally due to the $0.5 million amortization expense for
intangible assets.

         Notably, certain expense items as a percentage of sales have shifted on
a quarter-to-quarter basis resulting from the integration of the American
Studios' operations. Advertising and promotional expenses declined to 7.4% of
sales from 10.1% of sales in the 1996 first quarter due, in part, to a lessening
of the promotional environment experienced in the retail portrait industry. Cost
of photographic sales increased to 37.1% of sales from 33.0% of sales in the
year-ago quarter principally due to the integration of the American Studios'
processing facility and 600 Wal-Mart studios which operate in a speculative
production mode. General and administrative expenses declined as a percentage of
sales to 17.3% versus 18.8% as a result of cost savings and other synergistic
benefits realized from the integration and consolidation of American Studios'
general and administrative functions and field organization.

         The income tax provision for the first quarter of 1997 was $0.8
million. This resulted in an effective tax rate of 55.3% compared to 42.8% in
the first quarter of last year. The increase in effective tax rate in the 1997
period is attributable to the amortization of intangible assets expense of $0.5
million which does not provide any tax benefit.

         Net income declined 43.5% to $0.64 million compared to $1.14 million in
the year-ago quarter, substantially due to an increase in interest expense in
the 1997 first quarter of $1.6 million and amortization of intangible assets of
$0.5 million, relating to the American Studios' acquisition. Earnings per share
for the 1997 first quarter were $0.08 compared to $0.14 in the same quarter last
year. For the 1997 first quarter, there were 8,134,028 fully diluted shares of
common stock, a 1.3% increase over the prior year.

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 May 4, 1997, the
Company had $3.7 million in cash and cash equivalents and $3.25 million in
short-term borrowings and current portion of long-term debt. The Company has a
$25 million revolving line of credit to meet seasonal capital requirements.

                                       6

<PAGE>


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


         During the quarter, the Company had property additions of $3.4 million,
principally for materials and equipment for the planned conversion of 600
Wal-Mart portrait studios to PCA's digital imaging technology, the addition of
new permanent portrait studios, and the upgrading of certain processing
equipment in the Company's lab and processing facility. The Company was able to
fund its capital expenditures from cash on hand and its revolving line of
credit. Currently, the Company estimates capital expenditures for fiscal 1997
will be approximately $12 million to convert the acquired Wal-Mart studios and
to open 150 - 200 new portrait studios throughout the year.

         Shareholders' equity increased by $1.5 million to $35.2 million,
principally due to the exercise of options. Options exercised in the first
quarter increased shareholders' equity by $1.0 million. Net income was $0.6
million. There were no dividends paid in the quarter. The Board of Directors of
the Company voted to reinstate payment of a $0.07 per share quarterly cash
dividend on May 28, 1997. The dividend will be payable on July 2, 1997, for
shareholders of record as of June 11, 1997.

         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 line of
credit. As of May 4, 1997, $23.0 million was available under the Company's
revolving credit facility. On May 28, 1997, the Company's Board of Directors
authorized a $10 million prepayment of the Company's term loan, which was funded
from cash on hand and its revolving line of credit. The prepayment was made on
May 29, 1997, at which time the Company had $55.0 million remaining on its term
loan.

INFLATION

         Over the past few years, inflation has not had a significant impact on
the Company's financial condition or results of operations.

         NOTE REGARDING PRIVATE SECURITIES LITIGATION REFORM ACT: Statements
made by the Company which are not historical facts are forward looking
statements that involve risks and uncertainties. Actual results could differ
materially from those expressed or implied in forward looking statements. All
such forward looking statements are subject to the safe harbor created by the
Private Securities Litigation Reform Act of 1995. Important factors that could
cause financial performance to differ materially from past results and from
those expressed or implied in this document include, without limitation, the
risks of acquisition of businesses (including limited knowledge of the
businesses acquired and misrepresentations by sellers), new store openings,
availability of financing, competition, management's ability to manage growth,
loss of customers, and a variety of other factors.


                           PART II - OTHER INFORMATION


ITEM 4.   SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

          (a)   The Annual Meeting was held on May 28 1997.


          (b)   Pursuant to Instruction 3 to Item 4, this paragraph need not be
                answered.


          (c)   At the Annual Meeting of Shareholders held on May 28, 1997, the
                following three matters were voted upon and passed. The
                tabulation of votes was:


                                       7

<PAGE>


                (1) The election of nine directors to serve until the 1998
Annual Meeting of Shareholders:


<PAGE>
<TABLE>

<CAPTION>
                                VOTES IN FAVOR                       WITHHOLD AUTHORITY
                        -----------------------------------    -----------------------------------
                           IN PERSON        AS PROXY             IN PERSON         AS PROXY
                        ----------------    ---------------    ---------------     ---------------

<S>                     <C>                 <C>                <C>                 <C>    
R. Stuart Dickson                             6,525,505                                150,576
                        ----------------    ---------------    ---------------     ---------------

Peter B. Foreman                              6,525,505                                150,576
                        ----------------    ---------------    ---------------     ---------------

George Friedman                               6,525,355                                150,726
                        ----------------    ---------------    ---------------     ---------------

Donald P. Greenberg                           6,525,492                                150,589
                        ----------------    ---------------    ---------------     ---------------

John Grosso                                   6,525,205                                150,876
                        ----------------    ---------------    ---------------     ---------------

Charlotte H. Mason                            6,525,505                                150,576
                        ----------------    ---------------    ---------------     ---------------

Joseph H. Reich                               6,525,505                                150,576
                        ----------------    ---------------    ---------------     ---------------

Albert F. Sloan                               6,525,505                                150,576
                        ----------------    ---------------    ---------------     ---------------

Stanley Tulchin                               6,525,342                                150,739
                        ----------------    ---------------    ---------------     ---------------

</TABLE>
                (2) Approval of an amendment to the Company's Amended and
Restated 1996 Omnibus Long-Term Compensation Plan:

<TABLE>
<CAPTION>
         VOTES IN FAVOR                    VOTES AGAINST                     ABSTENTIONS
---------------------------------------------------------------------------------------------------
IN PERSON            AS PROXY        IN PERSON         AS PROXY     IN PERSON        AS PROXY
------------------------------------------------------------------- ---------------- --------------

<S>    <C>          <C>                 <C>           <C>                  <C>          <C>    
       0            6,026,458           0             312,923              0            336,700
------------------------------------------------------------------- ---------------- --------------

                (3) Ratification of the proposal to select KPMG Peat Marwick LLP
to continue as Independent Auditors for the 1997 fiscal year:

         VOTES IN FAVOR                   VOTES AGAINST                     ABSTENTIONS
--------------------------------------------------------------------------------------------------
IN PERSON        AS PROXY         IN PERSON       AS PROXY         IN PERSON        AS PROXY
--------------------------------- -------------------------------- ---------------  --------------

       0            6,675,908            0              173              0                0
--------------------------------- -------------------------------- ---------------  --------------
</TABLE>



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

                                       8
<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.




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



Date:  June 11, 1997           /s/ John Grosso
                               ------------------------------------------------
                               John Grosso
                               President
                               (Principal Executive Officer)



Date:  June 11, 1997           /s/ Bruce A. Fisher
                               ------------------------------------------------
                               Bruce A. Fisher
                               Senior Vice President
                               (Principal Accounting Officer)

                                       9
<PAGE>


                             PCA INTERNATIONAL, INC.
                                INDEX TO EXHIBITS

INDEX NO.                         DESCRIPTION                           PAGE NO.
                                                                   

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(c)  Sales Contract dated August 11, 1994, between PCA International, Inc.
       and Agfa Division of Miles, Inc., incorporated by reference to Exhibit
       10(c) to the Company's Amendment No. 1 on Form 10-Q/A to its Quarterly
       Report on Form 10-Q for the quarter ended July 31, 1994.

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(h)  Sales Contract dated September 1, 1993, between Agfa Division of
       Miles, Inc., and American Studios, Inc., incorporated by reference to
       Exhibit 10.93 to American Studios, Inc. Form 10-K for fiscal 1993,
       Commission File No. 0-20510.

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 Non-Compete 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 Non-Compete 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.




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10(n)* Employment and Non-Compete 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.

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

21     Subsidiaries of the Registrant.

27     Financial Data Schedule.


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


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