FORM 10-QSB
                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.  20549

(Mark One)
[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended SEPTEMBER 30, 1996


[  ] 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    0-14937
                   PMC INTERNATIONAL, INC.
(Exact name of small business issuer as specified in its charter)

      COLORADO                                  84-0627374
(State or other jurisdiction of                (IRS Employer
incorporation or organization)               Identification No.)

     555 17th Street, 14th Floor, Denver, Colorado  80202
            (Address of principal executive offices)
                                     
                                  (303) 292-1177
                           (Issuer's telephone number)

                                Not Applicable
(Former name, former address and former fiscal year, if changed since
last report)

Check  whether  the issuer (1) filed all reports required to  be  filed  by
Section 13 or 15(d) of the Exchange Act during the preceding 12 months  (or
for  such  shorter  period that the registrant was required  to  file  such
reports), and (2) has been subject to such filing requirements for the past
90 days.  Yes  X.  No      .

State  the number of shares outstanding of each of the issuer's classes  of
common equity, as of September 30, 1996.

Common Stock $0.01 Par Value                        5,555,713
            Class                               Number of Shares

Transitional Small Business Disclosure Format   Yes  . No X.
<PAGE>
                          PMC INTERNATIONAL, INC.
                                     
                                   INDEX


PART I    Financial Information                                     Page No.

Item 1    Financial Statements (Unaudited)

          Condensed Consolidated Balance Sheets
          _  September 30, 1996 and December 31, 1995                  3

          Condensed Consolidated Statements of Income                  5
          _  Three months ended September 30, 1996
             and September 30, 1995; Nine months ended
             September 30, 1996 and September 30, 1995

          Condensed Consolidated Statements of Cash Flow              6
          _  Nine months ended September 30, 1996
             and September 30, 1995

          Notes to Unaudited Condensed Consolidated Financial         8
             Statements

Item 2    Management's Discussion and Analysis of                    16
             Financial Condition and Results of
             Operations

PART II   Other Information

Item 1    Legal Proceedings                                         19

Item 3    Defaults Upon Senior Securities                           19

Item 6    Exhibits and Reports on Form 8-K                          20

Signatures                                                          20

<PAGE>



PART I.   FINANCIAL INFORMATION

ITEM 1  FINANCIAL STATEMENTS (Note 1)
                                     
                 PMC INTERNATIONAL, INC. AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED BALANCE SHEETS


                                  ASSETS

                                            (Unaudited)
                                           September 30,       December 31,
                                               1996               1995
CURRENT ASSETS

  Cash and cash equivalents                $ 701,160          $ 313,885
  Receivables
    Investment management fees               (34,441)            39,733
    Other receivables                        114,860             63,210
  TOTAL                                      781,579            416,828

FURNITURE AND EQUIPMENT, at cost,
  net of accumulated depreciation of
  $586,368 and $355,231 (Note 1)             818,829            688,233

SOFTWARE DEVELOPMENT, at cost,
  net of accumulated depreciation of
  $144,863 and $0 (Note 1)                   529,616            419,617

PREPAID EXPENSES AND OTHER ASSETS            421,914            220,605

GOODWILL (net of amortization of $70,018
  and $52,513) (Note 1)                      279,982            297,487

LONG TERM NOTE RECEIVABLE (Note 2)           649,356            897,167

  TOTAL ASSETS                           $ 3,481,276        $ 2,939,937



See notes to unaudited condensed consolidated financial statements
<PAGE>

                 PMC INTERNATIONAL, INC. AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED BALANCE SHEETS
                                     
                   LIABILITIES AND SHAREHOLDERS' EQUITY


                                                (Unaudited)
                                               September 30,    December 31,
                                                   1996              1995
LIABILITIES
  Accounts payable                               $ 958,350       $ 1,442,694
  Accrued expenses                                 791,106           707,897
  Other liabilities                                581,518           571,389
  Deferred revenue                                 510,717           411,347
  Notes payable (Note 6)                         4,516,697         1,647,470
  Obligations under capital lease (Note 7)         170,570            75,490

  TOTAL LIABILITIES                              7,528,958         4,856,287

COMMITMENTS AND CONTINGENCIES (Note 7)

SHAREHOLDERS' EQUITY (Note 3)
  Preferred stock, no par value - authorized
    5,000,000 shares; issued and outstanding,
    349,017 shares and 349,017 shares             872,543           872,543
  Common stock, $.01 par value - authorized
    50,000,000 shares; issued and outstanding,
    5,555,713 shares and 5,555,713 shares         276,716           276,716
  Additional paid-in capital                    3,652,749         3,652,749
  Accumulated deficit                          (8,849,690)       (6,718,358)

    TOTAL SHAREHOLDERS' EQUITY                 (4,047,682)       (1,916,350)

TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY                          $ 3,481,276       $ 2,939,937


See notes to unaudited condensed consolidated financial statements.

<PAGE>



                  PMC INTERNATIONAL, INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                (Unaudited)

                                    Three Months Ended       Nine Months Ended
                                       September 30,            September 30,
REVENUE:
                                  1996       1995        1996         1995
Investment management fees    $2,299,855 $2,217,663   $7,079,558   $6,335,516
 Trading income                     (995)    25,041       33,279       77,518
 Other income                    184,347    107,914      579,580      354,086

    Total revenue              2,483,207  2,350,618    7,692,417    6,767,120

EXPENSES:
 Investment manager and
   other fees                  1,394,763  1,342,520    4,228,162    3,693,525
 Salaries and benefits           807,531    599,012    2,342,487    1,661,892
 Clearing charges and user
   fees                          191,308    188,198      599,518      575,063
 Advertising and promotion       195,059    164,783      525,436      442,404
 General and administrative      149,979    289,844      409,707      481,887
 Office supplies expense          61,871     41,997      183,011      128,211
 Occupancy and equipment costs   141,217    125,068      432,860      344,069
 Depreciation and amortization   136,335     38,835      393,505       96,505
 Professional fees               226,217    167,987      476,535      363,873
 Interest                        115,941     27,541      232,528       62,560

    Total expenses             3,420,221  2,985,785    9,823,749    7,849,989

NET LOSS BEFORE
INCOME TAXES                   $(937,014) $(635,167) $(2,131,332) $(1,082,869)

INCOME TAXES                           -          -            -            -

NET LOSS                       $(937,014) $(635,167) $(2,131,332) $(1,082,869)

NET LOSS
PER COMMON SHARE                 $ (0.27) $   (0.12) $     (0.49) $     (0.21)

WEIGHTED AVERAGE NUMBER
OF COMMON SHARES
OUTSTANDING                    5,555,713    5,549,595   5,555,713   5,543,902


See notes to unaudited condensed consolidated financial statements.
<PAGE>
                  PMC INTERNATIONAL, INC. AND SUBSIDIARIES
              CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
                                (Unaudited)
                                      
                                                        Nine Months Ended
                                                           September 30,
                                                         1996         1995
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                           $(2,131,332) $(1,082,869)
  Adjustments to reconcile net loss to
      net cash used in operating activities:
  Accretion of discount on notes receivable              (52,507)     (63,968)
  Depreciation and amortization                          393,505       96,505
  Changes in operating assets and liabilities
    Investment management fees receivable                 74,174       49,066
    Other receivables                                    (51,650)     (79,668)
    Prepaid expenses and other assets                   (201,308)     (47,881)
    Accounts payable                                    (484,344)     128,167
    Accrued expenses                                      83,209       78,469
    Other liabilities                                     10,129      (18,635)
    Deferred revenues                                     99,370       17,443

  Net cash used in operating activities               (2,260,754)    (923,371)

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of furniture, equipment
    and software development                            (479,456)    (471,511)
  Reduction of long-term note receivable                 300,318      286,076

    Net cash provided by (used in) investing activities (179,138)    (185,435)

CASH FLOW FROM FINANCING ACTIVITIES:
  Proceeds from notes payable                          2,875,000     1,200,000
  Principal payments on notes payable                     (5,773)     (21,415)
  Principal payments on obligations
    under capital lease                                  (42,060)           -

    Net cash provided by financing activities           2,827,167   1,178,585

NET INCREASE (DECREASE) IN CASH                           387,275      69,779

CASH, at beginning of period                              313,885     139,918
CASH, at end of period                                  $ 701,160   $ 209,697


See notes to unaudited condensed consolidated financial statements.
<PAGE>

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

                                                       Nine Months Ended
                                                          September 30,
                                                       1996            1995

  Cash paid for interest                            $ 67,990         $ 44,310


SUPPLEMENTAL DISCLOSURE OF INVESTING ACTIVITIES:

The  Company incurred additional capital lease obligations during the  nine
months ended September 30, 1996 of $137,139 for computer equipment.


SUPPLEMENTAL DISCLOSURE OF NONCASH FINANCING ACTIVITIES:

On  June  30,  1996  a  firm commitment was received from  Bedford  Capital
Corporation to loan the Company additional funds in connection with a prior
financing.  On July 9 the Company received funds in the amount of  $618,831
from Bedford.


See notes to unaudited condensed consolidated financial statements.
<PAGE>

                          PMC INTERNATIONAL, INC.
                             AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE
                 MONTHS ENDED SEPTEMBER 30, 1996 AND 1995

NOTE 1 -  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

On  September  23,  1993,  the shareholders of Schield  Management  Company
("Schield") approved an exchange of common stock of Schield for all of  the
outstanding common stock of Portfolio Management Consultants, Inc.  ("PMC")
and  a  name change from Schield to PMC International, Inc. ("PMCI").   The
stock exchange was completed on  September 30, 1993 and as a result of this
transaction, PMC is a wholly owned subsidiary of PMCI.  The stock  exchange
between  Schield  and  PMC  has been considered a reverse  acquisition  and
accounted  for  under  the  purchase method of accounting.   Under  reverse
acquisition accounting, PMC was considered the acquiror for accounting  and
financial  reporting  purposes, and acquired the  assets  and  assumed  the
liabilities  of  Schield.   The  Schield assets  acquired  and  liabilities
assumed were recorded at their fair values.  The cost of the acquisition of
Schield of $1,741,018 was based on the NASDAQ publicly traded price of  the
outstanding  Schield  common  stock  prior  to  the  announcement  of   the
transaction.  The excess of the cost of the acquisition over the fair value
of the assets acquired and liabilities assumed was recorded as goodwill.

PMC  was  organized  in  1986 and its principal business  activity  is  the
administration of private and institutional managed account  programs  with
its  customers  located substantially in the United States.   Its  services
include  investment  suitability analysis,  portfolio  modeling  and  asset
allocation,  money manager selection, portfolio accounting and  performance
reporting.  PMC's revenues are primarily derived from a percentage  of  the
assets under management.  Assets under management are impacted by both  the
extent  to  which  PMC  attracts new, or loses  existing  clients  and  the
appreciation or depreciation of the U.S. and international equity and fixed
income  markets.   Assets  of  customers of three  unrelated  organizations
constitute  approximately 23%, 9% and 8% of the total  customer  assets  in
PMC's managed account programs as of September 30, 1996.  PMC is registered
as an investment advisor under the Investment Advisors Act of 1940.

In  June,  1994, Portfolio Brokerage Services, Inc. ("PBS") was capitalized
through  a series of transactions with PMCI and PMC, whereby PBS  became  a
wholly  owned  - subsidiary of PMCI by issuing 1,000 shares of  its  common
stock  in exchange for certain assets and liabilities with a book value  of
$1,532,332.  PBS is engaged in business as a securities broker-dealer.   As
a  broker-dealer  it  executes security transactions  for  PMC's  privately
managed account programs, on behalf of its customers through the customer's
custodian bank on a delivery vs. payment basis.

Portfolio   Technology   Services,  Inc.  ("PTS"),   another   wholly-owned
subsidiary of PMCI, was organized in June, 1994 but had no operations until
1995.   PTS  was formed for the purpose of developing proprietary  software
for use in the financial services industry.


<PAGE>


                          PMC INTERNATIONAL, INC.
                             AND SUBSIDIARIES


NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE
                 MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
                                (Continued)


NOTE 1 -  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
          POLICIES (continued)

The  accompanying  unaudited  condensed consolidated  financial  statements
include  the  historical accounts of PMC for all periods, the  accounts  of
PMCI  since September 30, 1993, and PBS and PTS since inception,  and  have
been  prepared in accordance with generally accepted accounting  principles
for  interim financial information and with the instructions to Form 10-QSB
and  Regulation  S-B.   In  the  opinion  of  management,  all  adjustments
(consisting of normal accruals and elimination of intercompany accounts and
transactions)  considered  necessary for  a  fair  presentation  have  been
included.  The unaudited condensed consolidated financial statements should
be  read  in  conjunction  with the consolidated financial  statements  and
footnotes  thereto included in the Company's annual report on  Form  10-KSB
for the year ended December 31, 1995.

Significant Accounting Policies

Revenue  from  investment management services is recorded as such  revenues
accrue under the terms of the related investment management contracts.

Securities  transactions and related commission income are  recorded  on  a
trade  date  basis.   In the normal course of business,  PBS  executes,  as
agent, transactions on behalf of customers.  If the agency transactions  do
not  settle  because of failure to perform by either the  customer  or  the
counter-party, PBS may be obligated to discharge the obligation of the non-
performing party and, as a result, may incur a loss if the market value  of
the security is different from the contract amount of the transactions.

The  majority of costs incurred to establish the technological  feasibility
of  the   Company's  software products intended to  be  sold  or  otherwise
marketed  were  borne by unrelated individuals prior to the products  being
introduced  to the Company.  The Company incurred approximately $50,000  in
research  and  development  costs after receiving  the  products  from  the
unrelated  individuals.  These costs were expensed in 1995.  All subsequent
costs   incurred   after  technological  feasibility  was   achieved   were
capitalized and are being amortized over three years.

The  Company  provides for depreciation of furniture and equipment  on  the
straight  line  and declining balance methods based on estimated  lives  of
three to seven years.

Cash  and  cash  equivalents for purposes of the statement  of  cash  flows
includes highly liquid investments with a maturity of three months or  less
at date of acquisition.
<PAGE>

                          PMC INTERNATIONAL, INC.
                             AND SUBSIDIARIES


NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE
                 MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
                                (Continued)


NOTE 1 -  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
        POLICIES (continued)

Net  loss per share of common stock is based on the weighted average number
of  shares of common stock outstanding, giving affect to the reverse  stock
split  discussed  in  Note 3 and preferred dividend  requirements.   Common
stock  equivalents  are  not included in the weighted  average  calculation
since their effect would be anti-dillutive.

Goodwill is amortized using the straight line method over 15 years.

NOTE 2 -  LONG TERM NOTE RECEIVABLE

In connection with the Schield reverse acquisition, the Company acquired  a
long  term  note receivable related to the sale of Schield's market  timing
operations  to an entity controlled by a founder of Schield.  The  note  is
payable  in  monthly installments of $32,000, including  interest,  through
August,  1998.   The note was recorded at its estimated fair  value  as  of
September  30,  1993.   The  discount from the  face  amount  of  the  note
receivable  is accreted to interest income over the life of the note  using
the interest method.  The principal balance of the note as of September 30,
1996 is $728,133 compared to its carrying amount of $649,356.

NOTE 3 -  SHAREHOLDERS' EQUITY

Reverse Stock Split

All  shares  and per share amounts in the accompanying financial statements
have been restated to give effect to a one for five reverse stock split  of
the Company's common stock which was effective November 12, 1993.

Preferred Stock

Holders  of preferred stock are entitled to receive dividends at a rate  of
$0.325  per share per annum (equal to 13% of the purchase price  per  share
attributable  to the preferred stock).  Dividends are payable semi-annually
on  January 15 and July 15 in each year.  Dividends accrue from the date of
the  preferred  stock  issuance and are cumulative.   Upon  liquidation  or
dissolution  of the Company, holders of preferred stock are entitled  to  a
preference over the holders of common stock in an amount per share equal to
the  original  purchase  price attributed to a  share  of  preferred  stock
($2.50) plus all unpaid cumulative dividends.  The preferred stock is  non-
participating and the holders of preferred stock have no preemptive  rights
and  no  voting rights except as may be required by Colorado law.   At  the
option of the Company, the preferred stock may be redeemed in whole, or  in
part,  at a price  of  $2.75.

<PAGE>
                                     
                          PMC INTERNATIONAL, INC.
                             AND SUBSIDIARIES
                                     
         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
           FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
                                (Continued)

NOTE 3 -  SHAREHOLDERS' EQUITY (continued)

per share, plus unpaid cumulative dividends.  Redemption can only occur  if
certain  conditions regarding the bid prices of the Company's Common  Stock
and  the  Company's after-tax earnings are met.  As of September 30,  1996,
cumulative dividends in arrears totaled $583,576.

Stock Options and Warrants

During 1994, the Company adopted a Stock Option Plan.  Under this plan, the
Company  may  grant  stock options to officers and  employees.   The  Stock
Option  Plan  was  intended  as an Incentive  Stock  Option  Plan,  however
shareholder approval of the Plan was not sought or obtained within one year
of  Board  adoption  and consequently options granted thereunder  will  not
receive  incentive  stock  option treatment.  Outside  of  this  plan,  the
Company  has  granted  options  to officers,  employees,  shareholders  and
certain  other individuals and entities which would allow them to  purchase
common  stock of the Company.  In addition common stock warrants have  been
issued  in connection with certain private offerings of debt.  At September
30,  1996, options and warrants to purchase common stock at various  prices
were outstanding with expiration as follows:


     Expiration                                              Exercise
       Date                Options         Warrants           Price

     November, 96           5,000               -          $  1.375
     Nov., 96, Jan., 97    20,000               -             2.500
     June, 97, Oct., 97    50,500               -             2.500
     February, 98          52,000               -             3.100
     February, 98         150,000               -             1.300
     December, 98               -         300,000             1.620
     September, 99        250,000               -             1.120
     September, 99         50,000               -             1.370
     December, 99         204,500               -             1.375
     December, 2000             -         482,500             1.000
     March, 2001          125,000               -             1.000
     May, 2001                  -       1,017,500             1.000
     June, 2001           250,000               -             1.000
     September, 2001       80,000               -             1.500
     September, 2002       97,500               -             1.500
     July, 2005                 -       3,000,000             1.000
     Other*               200,000         300,000             1.000

                        1,534,500       5,100,000
  

*At  September  30, 1996 there were also 200,000 options  granted  but  not
 issued  under an employment agreement, subject to performance and  vesting
 requirements,  exercisable at $1.00.  Also, there  were  300,000  warrants
 granted   pursuant  to  an  Investment  Banking  Agreement  which   became
 exercisable  at  such  time  that Bedford exercises  any  portion  of  its
 3,000,000  warrants  in  an  amount in direct proportion  to  10%  of  the
 warrants  exercised by Bedford at an exercise price of $1.00 for  4  years
 from the date(s) of Bedford's exercise.

<PAGE>
                         PMC INTERNATIONAL, INC.
                            AND SUBSIDARIES

  NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE 
             NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
                               (Continued)

NOTE 4 -  INCOME TAXES

The  Company has an unused net operating loss carryforward of approximately
$3,000,000  for income tax purposes, $1,200,000 expiring in  2009  and  the
remainder  expiring  in  2010.  This net operating  loss  carryforward  may
result  in  future  income tax benefits; however,  because  realization  is
uncertain  at  this time, a valuation reserve in the same amount  has  been
established.   Temporary differences arise from the  deduction  of  certain
accrued  expenses for financial statement purposes and not for  income  tax
reporting purposes and the recording of depreciation.

NOTE 5 -  REGULATORY REQUIREMENTS

PBS  is  subject  to the Securities and Exchange Commission's  Uniform  Net
Capital  Rule (Rule 15c3-1), which requires the maintenance of minimum  net
capital.   At  September  30, 1996, PBS had net  capital  and  net  capital
requirements  of  $158,220 and $100,000, respectively.  The  Company's  net
capital  ratio  (aggregate  indebtedness to net  capital)  was  .77  to  1.
According to Rule 15c3-1, PBS's net capital ratio shall not exceed 15 to 1.
On  a  consolidated basis, as a result of the requirement,  net  assets  of
$120,000  are  unavailable for any purpose other  than  meeting  PBS's  net
capital requirements at September 30, 1996.

NOTE 6 -  NOTES PAYABLE

Notes    payable   consist   of    the        September 30        December 31
following:                                        1996               1996

8-1/2%  note  payable to  shareholder,
due  July  26,  2000 interest  payable        $ 3,000,000         $1,200,000  
monthly  beginning  August  10,  1996,
principal  and all accrued and  unpaid
interest  is due at maturity,  secured
by   all   assets  of  PMCI  and   its
subsidiaries   (except    PBS    which
security  interest  is  only  to   its
outstanding  common  stock  owned   by
PMCI).

11.5%  note payable to shareholder(s),
unsecured, due August 1, 1998, payable             16,697             22,470
in   monthly  installments   of   $832
including interest.

9%  notes  payable  to  employees  and
unrelated  individuals,  due  December            482,500            425,000   
31,   1996,  principal  and   interest
payable  on  or before maturity  date,
secured  by  a second lien on  Company
assets.

9%  notes  payable  to  employees  and
unrelated  individuals,  due  December           1,017,500               __ 
31,   1997,  principal  and   interest
payable  on  or before maturity  date,
secured  by  a second lien on  Company
assets.
                                              $ 4,516,697         $1,647,470
<PAGE>

                          PMC INTERNATIONAL, INC.
                              AND SUBSIDIARIES
                                     
         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
             FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
                                  (Continued)

NOTE 6 -  NOTES PAYABLE (continued)

The above $3,000,000 shareholder note payable is related to a financing and
stock  purchase  agreement which encompasses a series of transactions.   In
1995  the  shareholder  acquired 1,000,000 shares of the  Company's  common
stock  in  a  private transaction with another individual  and  loaned  the
Company  $1,200,000.  In connection with this loan, a warrant  to  purchase
1,200,000  shares  of  common stock (see Note 3)  was  also  received.   In
addition,  the  shareholder  obtained an option  to  lend  the  Company  an
additional  $1,800,000 and received option rights similar  to  the  initial
loan.   In  January 1996 the shareholder partially exercised its $1,800,000
option  and loaned the Company $241,169, and received a warrant to purchase
241,169  shares  of common stock at $1.00 per share.  In  April,  1996  the
Company accepted $440,000 from this shareholder as partial exercise of  its
$1,800,000 option to fund the expected settlement costs with the Securities
and Exchange Commission as mentioned in Note 7.  The shareholder received a
warrant to purchase 440,000 shares of common stock at $1.00 per share.   In
May,  1996 the Company accepted $500,000 from this shareholder as a further
partial exercise of its loan option, and the shareholder received a warrant
to purchase 500,000 shares of common stock at $1.00 per share.  On June 30,
1996  the  Company  received  a firm commitment  from  the  shareholder  to
exercise  the  remainder of its option and loan the Company $618,831.   The
funds were received by the Company on July 9, 1996 and Shareholder received
a warrant to purchase 618,831 shares of common stock at $1.00 per share.

On  December  14, 1995 the Company commenced a private offering  of  units.
Each unit consists of a convertible promissory note with a principal amount
of  $1,000  and a warrant to purchase 1,000 shares of common  stock.   Each
warrant entitles the holder to purchase one share of common stock at a  per
share  price  equal  to the greater of $1.00 or the  market  price  on  the
initial  closing  date of the offering.  A total of 482.5 units  were  sold
pursuant to this offering.  On May 7, 1996 the Company commenced a  further
private  offering  of  units  of  securities.  Each  unit  consists  of   a
convertible promissory note with a principal amount of $1,000 and a warrant
to purchase 1,000 shares of common stock.  Each warrant entitles the holder
to  purchase  one share of common stock at a per share price equal  to  the
greater  of  $1.00 or the market price on the initial closing date  of  the
offering.   A  total of 1,017.5 units were sold pursuant to this  offering.
(See Note 3).

Maturities of notes payable are as follows:

           Year ending
           December 31,
             1996         $      482,730
             1997              1,026,035
             1998                  7,932
             1999                    -
             2000              3,000,000
                          $    4,516,697

<PAGE>
                            PMC INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                                     
         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
             FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
                                  (Continued)


NOTE 7 -  COMMITMENTS AND CONTINGENCIES

The  Company  has  leases  for  office space and  equipment  under  various
operating  and  capital  leases.  Included in furniture  and  equipment  is
$227,258  of  equipment  under capital leases at  September  30,  1996  and
accumulated depreciation relating to these leases of approximately $37,862.
Future  minimum lease payments under noncancelable leases as  of  September
30, 1996 are as follows:


                                                              Principal
     Year ending                                                 due
     December 31,        Operating           Capital        Capital Lease

        1996           $   101,599      $     23,454      $     18,518
        1997               375,824            88,456            74,364
        1998               351,672            77,100            71,457
        1999               298,658             6,232             5,958
        2000               293,567                 -                 -
        Thereafter          24,000                 -                 -

                       $ 1,445,320       $   195,242      $    170,297

     Less amount
       representing interest                  24,945
     Present value of net
       minimum lease payments            $   170,297

The  Company also leases certain equipment from a shareholder and  a  prior
shareholder  on  a  month-to-month basis.  During each of  the  nine  month
periods  ended September 30, 1996 and September 30, 1995, PMC  paid  $7,488
under this lease.  Total rent expense for facilities and equipment for  the
nine  months  ended September 30, 1996 and 1995, was $362,626 and  $326,780
respectively.

On  June  27, 1996 Portfolio Management Consultants, Inc. and its President
entered  into  a  settlement with the Securities  and  Exchange  Commission
concerning  a  previously announced SEC investigation primarily  concerning
PMC's  former  trading/disclosure  practices.   Under  the  terms  of   the
settlement, without admitting or denying various findings of the  SEC,  PMC
agreed  to  disgorge  certain net trading profits realized  from  principal
trading  together  with prejudgment interest thereon in  an  amount  to  be
determined  by  an  independent accountant.  The Company has  preliminarily
estimated   the  amount of the net trading profits to  be  $465,000.   This
amount  is  only an estimate and the actual amount of the disgorgement  may
materially differ.

<PAGE>

                            PMC INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                                     
         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
             FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
                                  (Concluded)

NOTE 7 -  COMMITMENTS AND CONTINGENCIES (continued)

The  Company  has  suffered significant losses from operations  and  has  a
working  capital  deficiency  as of September  30,  1996  of  approximately
$2,231,000.  The  financial  statements  do  not  include  any  adjustments
relating  to the recovery and classification of recorded asset  amounts  or
the amount and classification of liabilities that might be necessary should
the Company discontinue operations.

NOTE 8 -       EMPLOYEE BENEFIT PLAN

Salary deferral "401(k)" plan

The plan allows employees, who have completed one year of employment and at
least  1,000  hours  of service, to defer up to 15% of their  salary.   The
Company  may match employee contributions by an amount determined  annually
by  the  board of directors.  Only contributions up to the first 6%  of  an
employee's salary  will be considered for the match.  On February 15,  1995
PMCI's  Board of Directors approved the issuance of 15,212 shares  of  PMCI
common stock (valued at the market price at the date of grant of $1.00  per
share) to match participants' contributions for the year ended December 31,
1994.  The Board did not approve a matching contribution for the year ended
December 31, 1995.

<PAGE>


ITEM 2  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        RESULTS OF OPERATIONS FOR THE NINE-MONTH PERIOD ENDED
        SEPTEMBER 30, 1996.

The  following  discussion  relates to the Company's  financial  statements
included  in  this  Quarterly Report on Form 10-QSB for the  quarter  ended
September  30,  1996.   For information concerning the Company's  financial
statements for the calendar years ended December 31, 1994 and 1995,  please
refer  to  the  Company's Annual Report on Form 10-KSB for the  year  ended
December 31, 1995.

Results of Operations

The  Company's  consolidated  revenues  are  generated  through  its  three
operating  subsidiaries  PMC,  PBS,  and  PTS.   Currently,  the  Company's
revenues  are primarily derived from fees charged to customers for  certain
investment advisory, broker-dealer, portfolio administration and  reporting
services  ("Investment Management Fees") which generally are  collected  in
advance  on a quarterly basis from each of its customers.  PMC's Investment
Management  Fees  are determined and collected as a percentage  of  managed
assets.   Those  fees  are  affected by the extent  to  which  the  Company
attracts new, or loses existing customers, the appreciation or depreciation
of the U.S. and international equity and fixed income markets, and the type
and size of accounts and the corresponding difference in fee schedules.

During  the first nine months of 1996, the Company's subsidiary  PTS  began
contributing revenues as institutional distribution channels began entering
into  agreements  for  customized  versions of Allocation Manager(TM), the
Company's  new  software based mutual fund asset allocation program.   Also
during this period, the Company's new performance reporting service,  MARS,
began  signing new distribution channels and generating revenue.   For  the
nine  months ended September 30, 1996 the above products generated $175,000
in  revenues.   These products represent a customer base  of  approximately
400,  900  and 1150 accounts for the periods ended March 31,  June  30  and
September 30, 1996, respectively.

The  Company's  Investment  Management Fees  increased  by  3.7%  and  12%,
respectively,  for  the three months and nine months  ended  September  30,
1996,  when compared with the three months and nine months ended  September
30, 1995.  Total revenues for the three and nine-month periods increased by
5.6%  and  14%,  respectively, over the same time periods in  the  previous
year.   Increased revenues were primarily attributable to  an  increase  in
managed assets which utilize the Company's products and services.

Total  expenses  for the three months and nine months ended  September  30,
1996, on a consolidated basis, increased by 15% and 25%, respectively, over
the  same  time  periods  in 1995.  The largest percentage  increases  were
experienced  in salaries, interest and depreciation expenses.  These  three
line  items, in aggregate, accounted for approximately 31% and 30% of total
expenses for the three months and nine months ended September 30, 1996,  as
compared to 22% and 23% through the corresponding periods in 1995, and  are
directly  attributable  to the costs and staffing  requirements  associated
with  the development and start-up phase of the Company's new products  and
services.  Salaries, for example, were $807,531 during the third quarter of
1996,  compared with $599,012 for the same period in 1995.  For  the  first
nine months of 1996, salaries were $2,342,487, compared with $1,661,892 for
the  same  nine-month  period in 1995.  Similarly, the Company's  financing
activities and its increase in capital lease payments and interest  expense
were $115,941 and $232,528, respectively, for the three months and nine months
ended  September 30, 1996, compared with $27,541 and $62,560 for  the  same
periods in 1995.

<PAGE>

Depreciation  on  the  previously  capitalized  costs  of  developing   the
Company's  new  software products, other fixed assets, and amortization  of
goodwill for the three months and nine months ended September 30, 1996 were
$136,335 and $393,505, respectively.  Depreciation and amortization for the
comparable periods in 1995 were $38,835 and $96,505.

Increased  staffing and costs associated with the development, release  and
support of the Company's new products and services have resulted in  higher
overall costs across a number of expense categories.  At September 30, 1996
the  Company employed 50 full time employees as compared with 37 full  time
employees at September 30, 1995.  New staff has been added in the areas  of
marketing, sales, software programming and systems support.  Other areas of
substantially   increased   expense  were   telecommunications,   printing,
reference  materials and publications.  Occupancy and equipment costs  rose
by  13%  and  26% for the three months and nine months ended September  30,
1996 over the same periods in the previous year, with approximately half of
this increase attributable to the addition of non-capitalized hardware  and
software.  For example, the Company recently completed the installation  of
a  proprietary,  multi-currency portfolio accounting and  reporting  system
which  will eliminate the Company's past reliance upon third party "service
bureau"  providers  who charge the Company on a "per-portfolio"  basis  for
data  processing.  The new in-house system will lower the Company's  costs,
per  customer, and improve margins as the Company continues to  grow.   The
Company's  expenses also reflect increased equipment leases and  an  annual
adjustment to the Company's office lease for common operating costs.

The  completion and release of the Company's new products, the  development
of  new  sales and marketing agreements, and the regulatory and  compliance
issues associated with these new products and relationships contributed  to
an overall increase of professional fees by 35% and 31%, respectively, for
the three months and nine months ended September 30, 1996. Although the legal
fees related to the Company's defense and final settlement  with  the  SEC
investigation  have decreased, the Company continues to incur  expenses  in
connection  with the implementation of the final settlement  including  the
cost of an independent accounting firm to determine net trading profits and
the  cost  of  the  defense of its former CEO.  Legal  expenses  were  also
incurred  in  connection  with  ensuring  regulatory  compliance   by   the
Allocation Manager(TM) mutual fund software program and in the establishment
of complex relationships with several new distribution channels.

Liquidity and Capital Resources

The  Company's operating losses incurred over the last several  years  have
resulted  in  the  need for substantial funding.  During  the  first  three
quarters  of  1996, the Company borrowed an aggregate of $1.8 million  from
Bedford  and received an additional $1.0 million from the private placement
of  debt  securities.  These financings were in addition  to  $1.2  million
borrowed by the Company from Bedford in July 1995 and $482,500 received  by
the  Company from the private placement of debt securities in late 1995 and
early 1996.  The Bedford loans and the private placements each involved the
issuance  of warrants to purchase the Company's Common Stock.  The  Bedford
loans  are  due  in  full  on July 26, 2000, with  monthly,  interest  only
payments  at  the  rate of 8 1/2% per annum commencing in August  1996.   The
private  placements were structured as subordinated debt  due  in  December
1997,  with interest payable quarterly at the rate of 9% per annum.  As  of
September  30, 1996, the amount of accrued and unpaid interest due  on  the
Bedford loans and the subordinated debt totaled $208,092.

Substantial  additional funding will be necessary  to  meet  the  Company's
existing  liquidity and cash flow requirements until its new  and  existing
products and services can generate sufficient revenues to offset its costs.
Even if the Company is successful in raising additional capital, there  can
be  no assurance that the funds available to the Company at that time  will
be  sufficient  to meet its needs or that the rollout of the Company's  new
products  and services will be successful.  The Company's intention  is  to
raise  additional equity capital to (i) finance any future operating losses
the Company may incur, (ii) strengthen the Company's balance sheet with the
goal  of  relisting of the Company's Common Stock on The NASDAQ  Small  Cap
Market,  and  (iii) provide 

<PAGE>

adequate  working  capital  to  meet  the  Company's  long  term
requirements. If the Company is able to obtain equity funding, it is 
expected that the indebtedness described above will be restructured.  If
equity funding is not successful and it is to survive, the Company will  be
forced  to  reduce  staff  and  other  overhead  expenditures  and  abandon
development of its new products.

Management Discussion

During  the  third  quarter  of 1996, the Company  made  long  awaited  and
substantial  advances in the final design and roll out of the new  products
and  services  that  will  be  emphasized over  the  next  few  years.   In
connection with the Allocation Manager(TM) and Fund Counselor(SM) mutual fund
asset allocation and portfolio reporting products, (Fund Counselor(SM) is the
version of Allocation Manager(TM) that is private labeled for NFCS, a division
of  Fidelity Management and Research), the Company began shipping completed
software.   The software shipping schedule for the fourth quarter  includes
highly  customized  versions for three major Institutional  Clients,  which
include  a  large international bank, a national insurance  company  and  a
financial  planner  -  broker/dealer.  The release of these  products  will
permit  late  fourth quarter sales activity.  These customized versions  of
the Allocation Manager(TM) program were complicated and unexpectedly resource
intensive; however, as a result of the experience gained in releasing these
three  customized  products,  management believes  that  future  customized
releases  will  experience substantially shorter  development  and  release
cycles.

In  addition  to  the  Allocation Manager(TM) releases described above, the
Company  entered  into new selling agreements with 14 broker/dealers  and
investment  advisors during the third quarter.  Under the  terms  of  these
agreements,  these new broker/dealers and advisors will begin offering  the
Company's products and services during the fourth quarter of 1996  and  the
beginning of 1997.  Although a selling agreement, in and of itself,  is  no
guarantee  that  the  Company's  sales  efforts  will  be  successful,  the
agreements are necessary to expand the Company's distribution channels  and
to  achieve the goals set forth in its product marketing plan.   Given  the
competitive nature of the financial services industry, management considers
the  Company's  ability  to  obtain these  agreements  from  a  variety  of
distribution channels to be a strong indication of the industry's  positive
response to the Company's new products.

Examples  of  important  new  marketing agreements  include  the  Company's
recently  announced venture with Schwab Institutional.   Pursuant  to  that
agreement,   PMC  and  Schwab  agreed  to  market  jointly  the   Company's
traditional  wrap  program, offering the portfolio management  services  of
more  than  thirty  institutional money managers, to the  more  than  4,700
independent  investment  advisors who utilize the custodial  and  brokerage
services  of  Schwab  for  their  customers.   During  the  third  quarter,
significant  progress was made in connection with the  initial  rollout  of
this  program as marketing collateral was developed, advertising was placed
in  major  trade  magazines, marketing meetings were  held  with  Schwab's
regional  marketing  representatives throughout the  U.S.,  and  additional
staff  was  hired  by  PMC  to support the Company's  business  development
efforts.    Although  the Company can provide no assurances  in  connection
with its joint efforts with Schwab, management believes the relationship is
off  to  a  strong  start  and that the agreement  offers  very  meaningful
business  opportunities for the Company.  Under the terms of the agreement,
Schwab  will  provide brokerage, custody and securities  clearing  services
while  PMC will provide wrap account program administration including asset
allocation,  money manager due diligence, monthly and quarterly  reporting,
sales support and training.

In  addition  to  the new relationship described above, the Company's  well
established  relationship with NFCS also experienced  substantial  progress
during  the  third quarter.  PMC has worked with NFCS since  1992  and  has
three   products  now  being  jointly  marketed  to  its  more   than   225
broker/dealer clients throughout the U.S.  PMC's relationship with NFCS can
best be described as a Value Added Reseller agreement.  In the case of  the
Company's Allocation Manager(TM) mutual fund software program, a private label
version called Fund

<PAGE>

Counselor(SM), is being marketed to NFCS  clients.  These clients  include 
large banks, insurance companies and  financial  planning firms  which,  in 
some instances, employ numerous sales professionals  who
potentially  will  have access to the Company's new and existing  products.
During  the  third quarter, the Company entered into selling and  licensing
agreements   with four NFCS  correspondent  firms.   Pursuant   to   these
agreements, Fund Counselor(SM) will be a recommended mutual fund wrap program
for  the sales representatives of these firms.  In addition to these  newly
established  relationships, the Company is also in negotiation  with  other
NFCS  clients in connection with both customized and standard  versions  of
Fund Counselor(SM).

Also  during  the  third  quarter,  the  Company  felt  the  effects  of  a
restructuring by Chase Manhattan Investment Services.  Assets  administered
within  that  program  diminished by approximately 132,000,000,  decreasing 
gross revenues for the quarter by approximately $258,500.

As  a result of the initial start-up and rollout costs associated with  the
Company's  new  products and services, the Company continued to  experience
substantial  losses  during the third quarter.   Although  the  industry's
response to the Company's new products has been positive, the initial tasks
associated  with  delivering  and supporting these  new  relationships  has
dictated  that the Company expand its infrastructure in a proactive  manner
and in advance of revenues.  The Company has been investing heavily for the
future and management believes that the current losses are a necessary part
of  the  Company's  re-energized commitment to  new  products,  growth  and
profitability.

PART II OTHER INFORMATION

ITEM 1  LEGAL PROCEEDINGS

On  June  27, 1996, Portfolio Management Consultants, Inc. entered  into  a
settlement  with the Securities and Exchange Commission, without  admitting
or  denying  the  SEC's  findings, concerning a  previously  announced  SEC
investigation,  which commenced in April 1994, primarily  concerning  PMC's
former trading/disclosure practices.  In the Matter of Portfolio Management
Consultants,  Inc.  and  Kenneth S. Phillips, Respondents;  Securities  Act
Release  No.  7308, June 27, 1996; Securities Exchange Act of 1934  Release
No.  37376,  June 27, 1996; Investment Advisers Act Release No. 1568,  June
27, 1996; Administrative Proceeding File No. 3-9033.  The Company filed  an
8-K  Report dated June 27, 1996 reporting the settlement, which  Report  is
incorporated herein by reference.

ITEM 3  DEFAULTS UPON SENIOR SECURITIES

Holders of Preferred Stock are entitled to  receive dividends at a rate  of
$0.325  per share per annum (equal to 13% of the purchase price  per  share
attributable  to the Preferred Stock).  Dividends are payable semi-annually
on January 15 and July 15 in each year commencing July 15, 1991.

Dividends  accrue  from the date of the Preferred Stock  issuance  and  are
cumulative.   Upon  liquidation or dissolution of the Company,  holders  of
Preferred  Stock  are entitled to a preference over the holders  of  Common
Stock  in  an  amount  per  share  equal to  the  original  purchase  price
attributed to a share of Preferred Stock ($2.50)
plus all unpaid cumulative dividends.   The  Preferred Stock is
non-participating and the  holders  of Preferred  Stock have no
preemptive rights and no voting rights  except  as may  be  required
by  Colorado law.  At the option  of  the  Company,  the Preferred Stock
may be redeemed in whole, or in part, at a price  of  $2.75 per share,
plus unpaid cumulative dividends.  Redemption can only occur  if certain 
conditions regarding the bid prices of the Company's Common  Stock
and  the Company's after-tax earnings are met.  No preferred dividends have
been  paid  since  July 15, 1991, and as of September 30, 1996,  cumulative
dividends in arrears totaled $583,576.
<PAGE>

ITEM 6  EXHIBITS AND REPORTS ON FORM 8-K

     A.   Number    Exhibit   Page Number

          (27) Financial Data Schedule  21

     B.   No Reports on Form 8-K were filed by the Company during the third
          quarter.


SIGNATURES

Pursuant to the requirements of the Exchange Act, the registrant has caused
this  report  to be signed on its behalf by the undersigned thereunto  duly
authorized.

                                     PMC INTERNATIONAL, INC.
                                     REGISTRANT



Date:  November 12, 1996             /S/      Kenneth S. Phillips
                                     Kenneth S. Phillips
                                     President, Chief Executive Officer



Date:  November 12, 1996             /S/      Vali Nasr
                                     Vali Nasr
                                     Chief Financial Officer