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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-Q/A
                                Amendment No. 1


  [ 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

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                    PCA INTERNATIONAL, INC. AND SUBSIDIARIES


                                   I N D E X


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Preliminary Note     .................................................................          3



PART II.             OTHER INFORMATION:

ITEM 6.              Exhibits and Reports on Form 8-K ................................          3

SIGNATURES           .................................................................          4

EXHIBIT INDEX        .................................................................        5-6 
                                                                                                   
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                   PCA INTERNATIONAL, INC. AND SUBSIDIARIES
                                        
Preliminary Note

          This Amendment No.1 (this "Amendment") to the Registrant's Quarterly
Report on Form 10-Q for the period ended November 2, 1997 refiles Exhibit 10(r)
and amends Item 6 of Part II and the exhibit index to indicate that certain
information has been omitted from Exhibit 10(r) pursuant to a request for
confidential treatment and that the omitted information has been separately
filed with the Securities and Exchange Commission (the "Commission"). 

                         PART II - OTHER INFORMATION


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

          (a)  Exhibits


                  10(r)   Sales Contract dated August 1, 1997 between PCA
                          International, Inc. and Agfa Division of Bayer 
                          Corporation [certain information has been omitted 
                          from this exhibit pursuant to a request for 
                          confidential treatment and the omitted information has
                          been separately filed with the Commission pursuant to 
                          Rule 24b-2(b)].

                  11      Computation of Primary and Fully Diluted Earnings 
                          Per Common Share

                  27      Financial Data Schedule

          (b)  Reports on Form 8-K


               None



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                                  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 17, 1997           /s/ Bruce A. Fisher 
                                   -------------------------------------
                                   Bruce A. Fisher
                                   Senior Vice President
                                   
                                                            


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                                EXHIBIT INDEX
                           PCA INTERNATIONAL, INC.
                              INDEX TO EXHIBITS
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 INDEX                                                                                                                    PAGE
  NO.                                                      DESCRIPTION                                                     NO.
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<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.

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 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 [certain information has been omitted from this exhibit pursuant to a request for confidential 
            treatment and the omitted information has been separately filed with the Commission pursuant to 
            Rule 24b-2(b)].

  11        Computation of Primary and Fully Diluted Earnings per Common Share, incorporated by reference to Exhibit 11 
            to the Company's Quarterly Report on Form 10-Q for the quarter ended November 2, 1997.

  27        Financial Data Schedule, incorporated by reference to Exhibit 27 to the Company's Quarterly Report on Form
            10-Q for the quarter ended November 2, 1997.

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




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