SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-QSB/A





             QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                     For the period ended February 28, 1997

                        Commission File Number 33-24718-A


                                   PRIDE, INC.
             (Exact name of registrant as specified in its charter)

Delaware                                65-0109088
(State or other jurisdiction of         (I.R.S. Employer Identification No.)
incorporation or organization)


    Pride House, Watford Metro Centre, Tolpits Lane, Watford, England WD1 8SB
               (Address of principal executive offices) (Zip Code)

                                  800 698-6590
                (Issuer's telephone number, including area code)




     Indicate by (X) whether 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 and (2) has been subject to such filing requirements for the
past 90 days. YES X NO

     Common Stock, $.002 par value.  1,995,357 shares outstanding as of February
28, 1997.


<PAGE>
                           PRIDE INC. AND SUBSIDIARIES


                                      INDEX
<TABLE>
<CAPTION>




                                                                                          Page(s)
<S>                                                                                       <C>
PART I. Financial Information:
ITEM 1. Financial Statements
               Consolidated Condensed Balance Sheets - February 28, 1997
               (Unaudited) and November 30, 1996 ......................................   3.

               Consolidated Condensed Statements of Operations (Unaudited) -
               Three Months Ended February 28, 1997 and February 29, 1996 .............   4.

               Consolidated Condensed Statements of Cash Flows (Unaudited) -
               Three Months Ended February 28, 1997 and February 29, 1996 .............   5.

               Notes to Interim Consolidated Condensed Financial Statements (Unaudited)   6.


ITEM 2. Management's Discussion and Analysis of Financial Condition and
               Results of Operations ..................................................   9.


PART II. Other Information                                                                12 


SIGNATURES                                                                                13 

EXHIBITS:

    Exhibit 11 - Computation of Earnings (Loss) Per Share                                 14 

    Exhibit 27 - Financial Data Schedule                                                  15 

</TABLE>

<PAGE>
PART I. FINANCIAL INFORMATION

ITEM 1. Financial Statements

                          PRIDE, INC. AND SUBSIDIARIES
                      CONSOLIDATED CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>

                                   - ASSETS -

                                                                                               February 28,   November 30,
                                                                                               1997           1996
                                                                                               (Unaudited)
ASSETS:
<S>                                                                                            <C>            <C>             
  Cash and cash equivalents $ ......                                                           29,606 $        255,283
  Accounts receivable - net of allowance for doubtful accounts                                 1,846,932       1,936,166
  Inventories                                                                                  1,410,341       1,127,452
  Property, revenue producing vehicles and equipment - net (Note 2)                            21,747,074      20,671,854
  Intangible assets - net (Note 3) ......................................................      9,304,706       9,544,293

TOTAL ASSETS                                                                                   $34,338,659     $33,535,048

                    - LIABILITIES AND SHAREHOLDERS' EQUITY -

LIABILITIES (Note 4):
  Bank  overdraft  line of  credit $ ....................................................      4,466,083    $  2,964,465    
Accounts payable                                                                               1,173,506         654,920     
Accrued liabilities and expenses                                                               314,596           490,915 
Bank debt                                                                                      995,892         1,002,571   
Obligations under hire purchase contracts                                                      11,645,767     11,034,951   
Loans  payable -- directors                                                                    34,610   
Other loans -- acquisition                                                                     4,156,000      5,098,470 
Other liabilities                                                                              35,939         33,560

TOTAL LIABILITIES .......................................................................      22,822,39      21,279,852

MINORITY INTERESTS IN CONSOLIDATED SUBSIDIARIES (Note 5) ................................      5,636,491      5,677,891

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY:
    Preferred stock, $.001 par value, 5,000,000 shares authorized,
        none issued or outstanding ......................................................           --              --
    Common stock, $.002 par value, 500,000,000 shares authorized,
        1,995,357 shares issued and outstanding .........................................          3,991           3,991
    Additional paid-in capital 8,057,467 ................................................      8,425,722
    Retained earnings (deficit) (1,861,076) .............................................     (1,555,104)
    Foreign currency translation ........................................................       (320,607)       (297,304)
                                                                                       

                                                                                               5,879,775        6,577,305


TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                                     $34,338,659     $33,535,048
</TABLE>


        See notes to interim consolidated condensed financial statements.



                                     Page 3.
<PAGE>
                          PRIDE, INC. AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                            For the Three Months Ended
                                                                            February 28,  February 29,
                                                                            1997          1996
                                                                            ------------- -----------

REVENUES:
<S>                                                                         <C>            <C>        
     Contract hire income ...............................................   $ 1,652,484    $ 1,130,936
     Sale of contract hire vehicles .....................................     1,731,816      1,164,798
     Fleet management and other income ..................................       355,542        149,990
                                                                            -----------    -----------
                                                                              3,739,842      2,445,724
                                                                            -----------    -----------

EXPENSES:
    Cost of sales .......................................................     3,124,121      1,704,050
    General and administrative expenses .................................       762,635        407,422
    Amortization of goodwill and acquisition costs ......................       158,296        157,680
    Interest expense and other ..........................................       357,693        207,335
    Research and development ............................................        81,912           --
                                                                            -----------    -----------
                                                                              4,484,657      2,476,487
                                                                            -----------    -----------

LOSS BEFORE MINORITY INTERESTS ..........................................      (744,815)       (30,763)

    Minority interests in net loss of consolidated subsidiaries  (Note 4)       438,843         22,271
                                                                            -----------    -----------

LOSS BEFORE PROVISION FOR INCOME TAXES ..................................      (305,972)        (8,492)

    Provision for income taxes ..........................................          --             --
                                                                            -----------    -----------

NET LOSS ................................................................   $  (305,972)   $    (8,492)
                                                                            ===========    ===========

LOSS PER COMMON SHARE (Note 6):
    Net loss before minority interest ...................................   $      (.37)   $      (.02)
    Minority interests in net loss of subsidiary ........................           .22            .02
                                                                            -----------    -----------
LOSS PER COMMON SHARE ...................................................   $      (.15)   $      --
                                                                            ===========    ===========

WEIGHTED AVERAGE NUMBER OF COMMON
    SHARES OUTSTANDING (Note 6) .........................................     1,995,357      1,905,357
                                                                            ===========    ===========
</TABLE>

        See notes to interim consolidated condensed financial statements.








                                     Page 4.
<PAGE>
                          PRIDE, INC. AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<CAPTION>




                                                                                    For the Three Months Ended
                                                                                  February 28,    February 29,
                                                                                    1997          1996

CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                               <C>             <C>     
  Net loss                                                                        $  (305,972)    $(8,492)
  Adjustments to  reconcile  net  loss  to  net  cash  provided  by  operating
activities:
    Minority interests in net loss of subsidiaries                                   (438,843) ....(22,271)
    Depreciation and amortization                                                      946,597 .....581,974
    Amortization of goodwill                                                           158,296 .... 156,655
    (Gain) loss on disposal of fixed assets                                           (28,470) ....  13,792
    Provision for maintenance costs                                                       - .......(14,651)
Changes in assets and liabilities:
    Decrease in accounts receivable                                                     74,930 ...  228,981
    (Increase) in inventories                                                        (282,889) ...(236,913)
    Increase in accounts payable, accrued expenses and other liabilities .......      344,646       356,645
                                                                                   ----------    ----------
    Net cash provided by operating activities ..................................      468,295     1,055,720
                                                                                   ----------    ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of revenue producing assets                                            (2,918,307)   (1,133,500)
  Proceeds from sale of fixed assets ...........................................      517,139       221,135
    Net cash (utilized) by investing activities ................................   (2,401,168)     (912,365)
                                                                                   ----------    ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from hire purchase contract funding                                       3,701,474    1,323,788
  Principal repayments of hire purchase contract funding                           (3,090,658)  (1,464,676)
  Principal payments of long-term debt                                                 (6,679)     (18,294)
  Loans received from (repaid to) officers                                              34,610      (6,634)
  Net proceeds from subsidiary's sale of stock                                          78,862      120,000
  Costs associated with subsidiary's sale of stock                                        -       (150,536)
  Net proceeds from bank lines of credit .......................................    1,501,618          --
  Payment of acquisition debt ..................................................     (810,800)         --
                                                                                   ----------    ----------
    Net cash provided (utilized) by financing activities .......................    1,408,427      (196,352)
                                                                                   ----------    ----------

EFFECT OF EXCHANGE RATE CHANGES ON CASH ........................................      298,769          (539)
                                                                                   ----------    ----------

NET (DECREASE) IN CASH AND CASH EQUIVALENTS                                         (225,677) ..... (53,536)

  Cash and cash equivalents, at beginning of year ..............................      255,283        73,946
                                                                                   ----------    ----------

CASH AND CASH EQUIVALENTS, AT END OF PERIOD $ ..................................     29,606 $        20,410
                                                                                   ==========    ==========
</TABLE>


        See notes to interim consolidated condensed financial statements.





                                     Page 5.
<PAGE>
                          PRIDE, INC. AND SUBSIDIARIES
          NOTES TO INTERIM CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)



NOTE   1   -    DESCRIPTION OF COMPANY:

                Pride,  Inc. (the "Company"),  which is a holding  company,  was
                incorporated as International  Sportsfest,  Inc. in the state of
                Delaware on September  11, 1988.  The Company was a  development
                stage  company with no operations  through  January 13, 1994. On
                that date, the Company  acquired,  through an exchange of stock,
                Pride Management  Services Plc ("PMS"),  a consolidated group of
                companies located in the United Kingdom. Simultaneously with the
                acquisition,  the Company  changed  its name from  International
                Sportsfest,  Inc.  to  Pride,  Inc.  and now  has its  corporate
                offices in Watford, England and New York, New York. By acquiring
                100%  of the  issued  and  outstanding  common  stock  of  Pride
                Management, PMS became a wholly-owned subsidiary of the Company.
                For  accounting  purposes  the  acquisition  was  treated  as  a
                recapitalization of Pride Management with PMS as the acquiror in
                a reverse acquisition.  In March 1995, pursuant to the terms and
                conditions of a  reorganization,  the Company  exchanged all its
                shares in Pride Management  Services,  Plc. for 1,500,000 shares
                of common stock in Pride Automotive  Group, Inc. (a newly formed
                Delaware  corporation).  As a  result  of this  exchange,  Pride
                Automotive   Group,   Inc.   ("PAG")  became  a  majority  owned
                subsidiary of the Company and the parent of PMS. See also Note 5
                re: Minority Interest in Subsidiaries.

                Pride  Management  Services Plc ("PMS") is a holding  company of
                six  subsidiaries  which are  engaged  in the  leasing  of motor
                vehicles,  primarily on contract hire, to local  authorities and
                selected corporate customers throughout the United Kingdom.

                On November 29, 1996,  the Company,  through  PAG's newly formed
                majority  owned  subsidiary,  AC Automotive  Group Inc., and its
                wholly-owned  subsidiary AC Car Group Limited (registered in the
                United  Kingdom),  completed the acquisition of net assets of AC
                Cars Limited and Autokraft  Limited.  These two  companies  were
                engaged in the  manufacture  and sale of specialty  automobiles.
                The purchase  price of $6,067,000 was financed with the proceeds
                of a private  debt  offering  which was  completed,  by PAG,  in
                December 1996 and by loans.  The  acquisition  has been recorded
                using the purchase  method of accounting.  Fixed assets recorded
                as a result of this acquisition aggregated $3,038,182.  In April
                1997,  the  Company,  through  the  services  of an  independent
                third-party  expert,  determined  that the  value of such  fixed
                assets   acquired  was  actually   $6,643,365  at  the  date  of
                acquisition.   A  portion  of  this  increase  ($1,990,215)  was
                previously  reflected as an intangible asset, which has now been
                reclassified.   The  balance  of  the  increase  of  $1,614,968,
                recorded  as  negative   goodwill,   has  been  offset   against
                non-current  assets  acquired.  The balance sheet as of November
                30, 1996 (year end) included  herein has therefore been restated
                to reflect this corrected valuation as follows: Fixed Assets has
                been  increased by  $1,990,215  and  Intangible  Assets has been
                reduced by $1,990,215.  In addition financial statements for the
                year ended  November  30, 1996 have been  restated to correct an
                error in the  method by which the  Company  was  reflecting  the
                minority shareholders' interest in AC Automotive Group, Inc. The
                effect of this restatement was to increase the minority interest
                liability and decrease additional paid-in capital as of November
                30,  1996 in the amount of  $307,919.  The  Company has filed an
                amended Form 10-KSB and this Form 10-QSB/A  with the  Securities
                and Exchange Commission to reflect such restatements.




                                     Page 6.


<PAGE>
                          PRIDE, INC. AND SUBSIDIARIES
          NOTES TO INTERIM CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)



NOTE   1   -    DESCRIPTION OF COMPANY (Continued):

                The accounting policies followed by the Company are set forth in
                Note  2  to  the  Company's  consolidated  financial  statements
                included in its Annual  Report on Form 10-KSB for the year ended
                November 30, 1996,  which is  incorporated  herein by reference.
                Specific  reference is made to this report for a description  of
                the Company's securities and the notes to consolidated financial
                statements included therein.

                In the opinion of management, the accompanying unaudited interim
                consolidated  condensed financial  statements of Pride, Inc. and
                its wholly-owned subsidiaries, contain all adjustments necessary
                to  present  fairly  the  Company's  financial  position  as  of
                February  28,  1997 and the results of its  operations  and cash
                flows for the three month  periods  ended  February 28, 1997 and
                February 29, 1996.

                The  results of  operations  for the three  month  period  ended
                February 28, 1997 are not necessarily  indicative of the results
                to be expected for the full year.


NOTE   2   -    FIXED ASSETS:

<TABLE>
<CAPTION>
                Fixed assets consists of the following:
                                                                              February 28,         November 30,
                                                                              1997                1996

<S>                                                                           <C>                  <C>         
                Building and improvements                                     $  1,719,415         $  1,719,415
                Revenue producing vehicles                                      18,835,804           17,282,095
                Furniture, fixtures and machinery                                4,695,800            4,641,388
                Aircraft                                                           927,751              927,751
                                                                            --------------       --------------
                                                                                26,178,770           24,570,649
                Less:  accumulated depreciation                                  4,431,696            3,898,795
                                                                             -------------        -------------
                                                                               $21,747,074          $20,671,854
                                                                               ===========          ===========

</TABLE>

<PAGE>
                          PRIDE, INC. AND SUBSIDIARIES
          NOTES TO INTERIM CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)



NOTE   3   -    INTANGIBLE ASSETS:

                Intangible  assets  include  goodwill  which arose in connection
                with the acquisition of certain subsidiaries of PMS. Acquisition
                costs representing organization type expenditures have also been
                capitalized  as  intangible  assets.  These assets and costs are
                being  amortized  on a  straight-line  basis over 20 and 10 year
                periods,  respectively.  Also included in intangible  assets are
                the amounts assigned to brand names arising from the acquisition
                of AC Car Group Limited,  which amounts are being amortized over
                40 years on a straight-line basis.

                The Company  periodically reviews the valuation and amortization
                of goodwill to determine  possible  impairment  by comparing the
                carrying  value to the  undiscounted  future  cash  flows of the
                related assets.


NOTE   4   -    LIABILITIES:

                Included in  liabilities as of February 28, 1997, are amounts in
                the aggregate of $12,589,097 which are not due and payable until
                after February 28, 1998.  This amount consists of amounts due to
                trade creditors, loans payable and equipment notes payable.


NOTE   5   -    MINORITY INTERESTS IN SUBSIDIARIES:

                In April 1996,  PAG  successfully  completed  an initial  public
                offering of its common stock, as a result of which the Company's
                investment in PAG was reduced to 53.32%. PAG owns 70% of a newly
                formed subsidiary AC Automotive Group,  Inc., ("AC Group").  The
                minority   interests    liabilities   represent   the   minority
                shareholders' portion of the equity in these two subsidiaries.


NOTE   6   -    COMMON STOCK / EARNINGS (LOSS) PER SHARE:

                Earnings  (loss) per share has been computed on the basis of the
                weighted  average number of common shares and common  equivalent
                shares outstanding during each period presented.
















                                     Page 8.
<PAGE>
ITEM  2.          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                  CONDITION AND RESULTS OF OPERATIONS

                  Pride, Inc. (the "Company"),  which is a holding company,  was
                  incorporated as International Sportsfest, Inc. in the state of
                  Delaware on September 11, 1988.  The Company was a development
                  stage company with no operations  through January 13, 1994. On
                  that date, the Company acquired, through an exchange of stock,
                  Pride Management Services Plc ("PMS"), a consolidated group of
                  companies located in the United Kingdom.  Simultaneously  with
                  the   acquisition,   the   Company   changed   its  name  from
                  International Sportsfest,  Inc. to Pride, Inc. and now has its
                  corporate offices in Watford,  England and New York, New York.
                  By acquiring 100% of the issued and  outstanding  common stock
                  of Pride Management,  PMS became a wholly-owned  subsidiary of
                  the  Company.  For  accounting  purposes the  acquisition  was
                  treated as a recapitalization  of Pride Management with PMS as
                  the acquiror in a reverse acquisition. In March 1995, pursuant
                  to the terms and conditions of a  reorganization,  the Company
                  exchanged all its shares in Pride  Management  Services,  Plc.
                  for  1,500,000  shares  of  common  stock in Pride  Automotive
                  Group, Inc. (a newly formed Delaware corporation). As a result
                  of this exchange,  Pride Automotive Group, Inc. ("PAG") became
                  a majority  owned  subsidiary of the Company and the parent of
                  PMS.

                  In December 1995, Pride Automotive Group,  Inc.  consummated a
                  private placement  offering of common stock of 500,000 shares,
                  which reduced the Company's  ownership  interest to 72.8%.  In
                  April 1996, Pride Automotive Group, Inc.  completed an initial
                  public offering of 592,500 shares of common stock at $5.00 per
                  share and 2,000,000  redeemable  common stock  warrants,  at a
                  price of $.10 each.  The effect of the  offering was to reduce
                  the Company's ownership interest to 53.32%.

                  On November 29, 1996,  PAG,  through its newly formed majority
                  owned   subsidiary,   AC  Automotive   Group  Inc.,   and  its
                  wholly-owned  subsidiary AC Car Group Limited  (registered  in
                  the United  Kingdom),  completed  the  acquisition  of certain
                  assets of AC Cars  Limited and  Autokraft  Limited.  These two
                  companies  were  engaged  in  the   manufacture  and  sale  of
                  speciality  automobiles.  The purchase price of  approximately
                  $6,067,000  was  financed  with  the  proceeds  of  a  private
                  offering  of PAG's  common  stock and by loans.  Fixed  assets
                  recorded   as  a  result   of  this   acquisition   aggregated
                  $3,038,182.  In April 1997, the Company,  through the services
                  of an  independent  third-party  expert,  determined  that the
                  value of such fixed assets acquired was actually $6,643,365 at
                  the  date  of   acquisition.   A  portion  of  this   increase
                  ($1,990,215) was previously  reflected as an intangible asset,
                  which has now been  reclassified.  The balance of the increase
                  of $1,614,968,  recorded as negative goodwill, has been offset
                  against  non-current assets acquired.  The balance sheet as of
                  November  30, 1996 (year end)  included  herein has  therefore
                  been restated to reflect this corrected  valuation as follows:
                  Fixed Assets has been  increased by $1,990,215  and Intangible
                  Assets has been reduced by $1,990,215.  In addition  financial
                  statements  for the year  ended  November  30,  1996 have been
                  restated  to  correct  an error  in the  method  by which  the
                  Company was reflecting the minority  shareholders' interest in
                  AC Automotive  Group,  Inc. The effect of this restatement was
                  to increase  the  minority  interest  liability  and  decrease
                  additional  paid-in  capital as of  November  30,  1996 in the
                  amount of  $307,919.  The  Company  has filed an amended  Form
                  10-KSB and this Form 10-QSB/A with the Securities and Exchange
                  Commission to reflect such restatements.

                                     Page 9.

<PAGE>
                  Pride Management Services Plc. ("PMS") is a holding company of
                  six  subsidiaries  which are  engaged in the  leasing of motor
                  vehicles, primarily on contract hire, to local authorities and
                  selected corporate customers throughout the United Kingdom.

                  Prior to the  aforementioned  reorganization  PMS prepared its
                  financial  statements in accordance  with  generally  accepted
                  accounting  principles of the United  Kingdom.  The Company is
                  now  preparing its  financial  statements  in accordance  with
                  generally accepted accounting principles in the U.S.

                  The  financial   information  presented  herein  include:  (i)
                  Consolidated  Condensed Balance Sheets as of February 28, 1997
                  and November 30, 1996; (ii) Consolidated  Condensed Statements
                  of Operations  for the Three Month Periods Ended  February 28,
                  1997 and  February 29, 1996 and (iii)  Consolidated  Condensed
                  Statements  of Cash Flows for the Three  Month  Periods  Ended
                  February 28, 1997 and February 29, 1996.

                  Results of Operations

                  Revenues  increased  by 53% when  comparing  the three  months
                  ended February 28, 1997 to the three months ended February 29,
                  1996.  The  primary  reason  for this  increase  was due to an
                  increase in fleet management income, and income from AC Cars.

                  Cost  of  sales  increased  from  70%  to 83%  of  sales  when
                  comparing  February  29,  1996  to  February  28,  1997.  This
                  increase was  primarily  due to the  continuation  of the more
                  prudent   approach  to  estimating  the  residual   values  of
                  vehicles, thereby increasing the depreciation expense and cost
                  of sales and reducing the residual  value risk, as well as the
                  costs of sales relating to AC Cars.

                  General and administration expenses increased by $355,213 when
                  comparing the three months ended February 28, 1997 to February
                  29,  1996.  Most  of this  increase  is  attributed  to the AC
                  Automotive Group, through its wholly owned subsidiary,  AC Car
                  Group Limited.

                  Interest  expenses  increased by $150,358  when  comparing the
                  three month period ended February 28, 1997 to the three months
                  ended February 29, 1996.  Management  attributes this increase
                  to the higher volume of borrowing on hire  purchase  contracts
                  as a result of increased business and the cost of financing AC
                  Car Group Limited.

                  Losses before income taxes for the three months ended February
                  28, 1997 and February 29, 1996,  prior to the  amortization of
                  goodwill for the periods ($158,296 and $157,680, respectively)
                  and minority  interests,  aggregated  $586,519 or loss of $.29
                  per share,  and  income of  $126,917,  or $.07 per share.  The
                  Company  reported  losses  after  goodwill   amortization  and
                  minority  interests  of  $305,972  ($.15 per share) and $8,492
                  ($.00 per share) for the three month  periods  ended  February
                  28, 1997 and February 29, 1996,  respectively.  Of the loss of
                  $305,972,  $215,326  comprises the  Company's  share of losses
                  reported by AC Car Group Limited.

                  It should be noted that PAG acquired AC Car Group  Limited out
                  of administrative  receivership and that for the first quarter
                  the Company has devoted substantial resources to resurrect its
                  operations.






                                    Page 10.


<PAGE>
                  Liquidity and Capital Resources

                  In 1997, PAG completed a private placement of 18.5 units, each
                  unit  consisting  of a 10%  promissory  note in the  amount of
                  $95,000  and  10,000  shares  of  PAG's  common  stock  for an
                  aggregate  price of $100,000 per unit.  The proceeds have been
                  used to satisfy a portion of the debt owed for the acquisition
                  of AC Car Group Limited.

                                    Page 11.


<PAGE>
PART II.          OTHER INFORMATION


ITEM 1.           Legal Proceedings
                  None

ITEM 2.           Changes in Securities
                  None

ITEM 3.           Defaults Upon Senior Securities
                  None

ITEM 4.           Submission of Matters to a Vote
                  None

ITEM 5.           Other Information
                  None

ITEM 6.           Exhibit and Reports on Form 8-k
                  (a) Exhibit 27 Financial Data Schedule
                  (b) None

                                    Page 12.


<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.




Dated: April 17, 1997                                       PRIDE, INC.



                                                     By:    /s/ Alan Lubinsky
                                                            Alan Lubinsky








































                                    Page 13.
<PAGE>

                          PRIDE, INC. AND SUBSIDIARIES
                                   EXHIBIT 11
                 COMPUTATION OF EARNINGS (LOSS) PER COMMON SHARE
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                       For the Three Months Ended
                                                                       February 28,     February 29,
                                                                       1997             1996
                                                                       ---------------  ---------

<S>                                                                     <C>            <C>         
LOSS BEFORE MINORITY INTERESTS ......................................   $  (744,815)   $   (30,763)

Minority interests in net loss of consolidated subsidiaries  (Note 4)       438,843         22,271
                                                                        -----------    -----------

LOSS BEFORE PROVISION FOR INCOME TAXES ..............................      (305,972)        (8,492)

Provision for income taxes ..........................................          --             --
                                                                        -----------    -----------

NET LOSS ............................................................   $  (305,972)   $    (8,492)
                                                                        ===========    ===========

LOSS PER COMMON SHARE:
Net loss before minority interest ...................................   $      (.37)   $      (.02)
Minority interests in net loss of subsidiary ........................           .22            .02
                                                                        -----------    -----------
LOSS PER COMMON SHARE ...............................................   $      (.15)   $      --
                                                                        ===========    ===========

WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING ..................................................     1,995,357      1,905,357
                                                                        ===========    ===========
</TABLE>
                                 - Exhibit 11 -

                                    Page 14.


<PAGE>