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 May 31, 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 May 31,
1997.


<PAGE>
                           PRIDE INC. AND SUBSIDIARIES


<TABLE>
<CAPTION>
                                      INDEX



                                                                                          Page(s)
<S>                                                                                       <C>
PART I. Financial Information:
ITEM 1. Financial Statements
               Consolidated Condensed Balance Sheets - May 31, 1997 (Unaudited)
               and November 30, 1996 ..................................................   3.

               Consolidated Condensed Statements of Operations (Unaudited) -
               Six and Three Months Ended May 31, 1997 and 1996 .......................   4.

               Consolidated Condensed Statements of Cash Flows (Unaudited) -
               Six Months Ended May 31, 1997 and 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                                                                13 


SIGNATURES                                                                                14 

EXHIBITS:

    Exhibit 11 - Computation of Earnings (Loss) Per Share                                 15 

    Exhibit 27 - Financial Data Schedule                                                  16 

</TABLE>

<PAGE>
PART I. FINANCIAL INFORMATION

ITEM 1. Financial Statements

                          PRIDE, INC. AND SUBSIDIARIES
                      CONSOLIDATED CONDENSED BALANCE SHEETS

                                   - ASSETS -
<TABLE>
<CAPTION>

                                                                                                  May 31,           November 30,
                                                                                                 1997                 1996
                                                                                                 (Unaudited)      (As restated -
                                                                                                                      see Note 1)
ASSETS:
<S>                                                                                               <C>              <C>     
  Cash and cash equivalents                                                                       $19,471          $255,283
  Accounts receivable - net of allowance for doubtful accounts                                     1,635,164       1,936,166
  Inventories                                                                                      1,741,752       1,127,452
  Property, revenue producing vehicles and equipment - net (Note 2)                               24,670,809      20,671,854
  Intangible assets - net (Note 3) ......................................................          9,207,356       9,544,293

TOTAL ASSETS                                                                                     $37,274,552     $33,535,048

                    - LIABILITIES AND SHAREHOLDERS' EQUITY -

LIABILITIES (Note 4):
  Bank  overdraft  line of  credit $ ....................................................      5,288,035    $  2,964,465    
Accounts payable                                                                               1,527,430         654,920 
Accrued liabilities and expenses                                                                 488,519         490,915 
Bank debt                                                                                        995,281       1,002,571   
Obligations under hire purchase contracts                                                     14,187,097      11,034,951   
Loans  payable - directors                                                                        34,610   
Other loans -- acquisition                                                                     4,247,500       5,098,470 
Other liabilities                                                                                 14,919          33,560

TOTAL LIABILITIES .......................................................................     26,783,391      21,279,852

MINORITY INTERESTS IN CONSOLIDATED SUBSIDIARIES (Note 5) ................................      5,086,186       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                                                                 7,954,724 ......8,425,722
    Retained earnings (deficit)                                                              (2,057,417)     (1,555,104)
    Foreign currency translation ........................................................      (496,323)       (297,304)
                                                                                              5,404,975       6,577,305
                                                                                                
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                                  $37,274,552     $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 Six Months Ended  For the Three Months Ended
                                                                          May 31,                 May 31,
                                                        -----------------------------------  ------------------------
                                                             1997                1996               1997               1996
                                                        ----------------    -------------    ----------------     ---------

REVENUES:
<S>                                                            <C>          <C>            <C>            <C>        
    Contract hire income $ ...............................     3,525,059    $ 2,258,438    $ 1,872,575    $ 1,197,459
    Sale of contract hire vehicles                             4,233,001      2,496,380      2,298,622      1,355,996
    Fleet management and other income ....................       511,542        488,060        358,563        243,699
                                                             -----------    -----------    -----------    -----------
                                                               8,269,602      5,242,878      4,529,760      2,797,154
                                                             -----------    -----------    -----------    -----------

EXPENSES:
    Cost of sales                                              6,621,333      3,932,351      3,497,212      2,228,302
    General and administrative expenses                        1,542,058        679,160        779,424        271,738
    Amortization of goodwill and acquisition costs               316,592        315,360        158,296        157,680
    Interest expense and other                                   810,274        459,123        452,580        251,787
    Research and development costs .......................       313,922           --          232,010           --
                                                             -----------    -----------    -----------    -----------
                                                               9,604,179      5,385,994      5,119,522      2,909,507
                                                             -----------    -----------    -----------    -----------

LOSS BEFORE MINORITY INTERESTS                               (1,334,577)      (143,116)      (589,762)      (112,353)

    Minority interests in net loss of consolidated
      subsidiaries  (Note 4) .............................       832,264         67,619        393,421         45,348
                                                             -----------    -----------    -----------    -----------

LOSS BEFORE PROVISION FOR
    INCOME TAXES                                                (502,313)      (75,497)      (196,341)       (67,005)

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

NET LOSS $ ...............................................   (502,313) $        (75,497)   $  (196,341)   $   (67,005)
                                                             ===========    ===========    ===========    ===========

LOSS PER COMMON SHARE (Note 6):
    Net loss before minority interest                        $(.67)         $      (.07)   $      (.30)   $      (.06)
    Minority interests in net loss of subsidiary .........           .42            .03            .20            .03
                                                             -----------    -----------    -----------    -----------
LOSS PER COMMON SHARE                                        $(.25)         $      (.04)   $      (.10)   $      (.03)
                                                             ===========    ===========    ===========    ===========

WEIGHTED AVERAGE NUMBER OF
    COMMON SHARES OUTSTANDING
    (Note 6)                                                 1,995,357        1,913,717      1,995,357      1,921,987
                                                             ===========    ===========    ===========    ===========

</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 Six Months Ended
                                                                                                    May 31,
                                                                                           1997            1996
                                                                                           -----------     --------

CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                                        <C>         <C>         
      Net loss $ ....................................................................      (502,313)   $   (75,497)
      Adjustments to reconcile net loss to net cash provided by operating activities:
        Minority interests in net loss of subsidiaries ..............................      (832,264)       (67,619)
        Depreciation and amortization ...............................................     1,904,595      1,246,229
        Amortization of goodwill ....................................................       295,449        295,449
        (Gain) loss on disposal of fixed assets .....................................      (168,710)        (9,532)
        Provision for maintenance costs .............................................          --           23,691
      Changes in assets and liabilities:
        Decrease (increase) in accounts receivable ..................................       301,002        (95,331)
        (Increase) in inventories ...................................................      (614,299)      (171,772)
        Increase (decrease) in accounts payable, accrued expenses and
          other liabilities .........................................................       847,044     (1,182,573)
                                                                                        -----------    -----------
        Net cash provided (utilized) by operating activities ........................     1,230,504        (36,955)
                                                                                        -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
      Purchases of revenue producing assets                                             (6,781,178)     (3,207,506)
      Proceeds from sale of fixed assets ............................................     1,037,985        570,037
        Net cash (utilized) by investing activities .................................    (5,743,193)    (2,637,469)
                                                                                        -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
      Proceeds from hire purchase contract funding                                        9,079,975      3,795,711
      Principal repayments of hire purchase contract funding                            (5,927,829)     (3,448,679)
      Principal payments of long-term debt                                                  (7,290)        (42,436)
      Loans received from (repaid to) directors                                              34,610       (123,668)
      Net proceeds from subsidiary's sale of stock                                           92,500 ..... 3,282,500
      Costs associated with subsidiary's sale of stock                                    (126,296)       (876,206)
      Net proceeds from bank lines of credit ........................................     2,323,570         467,809
      Payment of acquisition debt ...................................................      (824,600)          --
                                                                                        -----------    -----------
        Net cash provided by financing activities ...................................     4,644,640      3,055,031
                                                                                        -----------    -----------

EFFECT OF EXCHANGE RATE CHANGES IN CASH .............................................      (367,763)         8,623
                                                                                        -----------    -----------

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS                                       (235,812) ......389,230

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

CASH AND CASH EQUIVALENTS, AT END OF PERIOD $ .......................................      19,471 $        463,176
                                                                                        ===========    ===========
</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 was 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 May 31,
                1997 and the  results  of its  operations  for the six and three
                month  periods  ended May 31, 1997 and 1996,  and its cash flows
                for the six month periods ended May 31, 1997 and 1996.

                The results of  operations  for the six and three month  periods
                ended May 31, 1997 and 1996 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:
                                                                                   May 31,         November 30,
                                                                                  1997            1996

<S>                                                                           <C>                  <C>         
                Building and improvements                                     $  1,719,415         $  1,719,415
                Revenue producing vehicles                                      22,218,436           17,282,095
                Furniture, fixtures and machinery                                4,739,322            4,641,388
                Aircraft                                                           927,751              927,751
                                                                            --------------       --------------
                                                                                29,604,924           24,570,649
                Less:  accumulated depreciation                                  4,934,115            3,898,795
                                                                             -------------        -------------
                                                                               $24,670,809          $20,671,854
                                                                               ===========          ===========
</TABLE>


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.

                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.





                                     Page 7.


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



NOTE   4   -    LIABILITIES:

                Included in  liabilities  as of May 31, 1997, are amounts in the
                aggregate  of  $13,140,301  which are not due and payable  until
                after May 31, 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 56.55%. 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.
                In 1997, PAG completed a private  placement of its common stock,
                as a result of which the Company's investment in PAG was reduced
                to 52.85%.


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 56.55%.  In 1997,  PAG
                  completed a private placement of its common stock, as a result
                  of  which  the  Company's  investment  in PAG was  reduced  to
                  52.85%.

                  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 May 31, 1997 and
                  November 30, 1996 (as restated);  (ii) Consolidated  Condensed
                  Statements of  Operations  for the Six and Three Month Periods
                  Ended May 31, 1997 and 1996 and (iii)  Consolidated  Condensed
                  Statements  of Cash Flows for the Six Month  Periods Ended May
                  31, 1997 and 1996.

                  Results of Operations

                  Revenues  increased by  $1,732,606  when  comparing  the three
                  months ended May 31, 1997 and 1996;  $359,657 of this increase
                  relates to AC Cars,  which  commenced  operations  in December
                  1996.  Contract  hire revenues  increased by  $1,372,949  when
                  comparing  the three  months  period May 31, 1997 to the three
                  months  ended May 31,  1996.  The primary  reason for this 49%
                  increase  was due to an  increase in  revenues  from  contract
                  hire,  sale of vehicles at lease  maturity  and the selling of
                  vehicles at low margins to take  advantage of dealer  bonuses.
                  During this quarter, 128 new contracts were written as against
                  85 in the previous  year.  The average  monthly  rental of new
                  contracts  written  was $608 per  vehicle as against  $512 per
                  vehicle during the same quarter in 1996.  During this quarter,
                  20 vehicles were disposed of on termination of contracts at an
                  average profit of $3,275 per vehicle.  During the same quarter
                  in 1996, 30 vehicles were disposed of at an average  profit of
                  $2,910 per vehicle.

                  For the six month period May 31, 1997,  revenues  increased by
                  $3,026,724  or 58%,  when compared to the same period in 1996.
                  $604,220 of this increase is  attributable  to AC Cars,  which
                  commenced operations in December 1996, an increase in revenues
                  from contract hire, sale of vehicles at lease maturity and the
                  selling of vehicles at low margins to take advantage of dealer
                  bonuses. During this period, 245 new contracts were written at
                  an average rental of $586 per vehicle as against 126 contracts
                  in the  corresponding  period in 1996 at an average  rental of
                  $498 per  vehicle.  For the six months  period  ending May 31,
                  1997, 60 vehicles were disposed of on termination of contracts
                  at an  average  profit of $2,759  per  vehicle  as  against 45
                  vehicles being disposed in the corresponding period in 1996 at
                  an average  profit of $2,658 per vehicle.  As of May 31, 1997,
                  1,528  vehicles  were under lease and  management  compared to
                  1,220 vehicles as at May 31, 1997.

                  Cost of sales, including depreciation, as of percent of sales,
                  decreased  from 79% to 77% when  comparing  the  three  months
                  ended  May  31,  1997  and  1996,   respectively.   Management
                  attributes this decrease mainly to the increased profitability
                  on sale of vehicles on  termination  of  contracts  during the
                  quarter and the writing of more profitable contracts.








                                    Page 10.


<PAGE>
                  Cost of sales, including  depreciation,  increased from 75% to
                  80% as a percent of  revenue,  when  comparing  the six months
                  ended  May 31,  1997  and  1996.  Management  attributes  this
                  increase  primarily  to the  increase in buying and selling of
                  vehicles and selling onto third parties at low margins to take
                  advantage of dealer bonuses,  adopting a more prudent approach
                  to estimating residual values of vehicles,  thereby increasing
                  the  depreciation  expense and cost of sales and  reducing the
                  residual risk, and the inclusion of the AC Cars operations.

                  General and administrative expenses increased by $507,686 when
                  comparing the three month periods May 31, 1997 and 1996.  This
                  increase  is  mainly  due to  increase  in staff as  result of
                  growth of business,  normal  increase in running  costs of the
                  business, and administration costs of $397,342 attributable to
                  AC Cars. For the six month period ending May 31, 1997, general
                  and  administrative   expenses  increased  by  $862,898.  This
                  increase is mainly due to the inclusion of the  administration
                  costs of AC Cars of  $776,457  and the  increase  in staff and
                  normal running costs associated with increase in business.

                  Interest  expense  increased by 80% when  comparing  the three
                  months  ended May 31,  1997 and 1996.  54% or $107,581 of this
                  increase is attributed to funding AC Cars while the balance is
                  the result of the increased  cost of funding new contract hire
                  business. Interest expense increased by 76% when comparing the
                  six months  ended May 31,  1997 and 1996.  53% or  $185,964 of
                  this  increase is  attributed  to funding of AC Cars while the
                  balance is the  result of the  increased  cost of funding  new
                  contract hire business.

                  Certain  costs  incurred  by AC Cars have been  classified  as
                  research and development costs. These costs relate to research
                  and development  incurred on the manufacture and  distribution
                  of the AC  Cobra  and AC Ace  and  are  separately  disclosed.
                  Research  and  development  costs  amounted  to  $313,922  and
                  $232,010  for the six  months and three  months  ended May 31,
                  1997, respectively.

                  The shortfall in the working  capital  requirements of AC Cars
                  has being funded by the contract  hire  operations  which have
                  obtained increased bank lines of credit for this purpose. This
                  will  continue in the future until AC Cars is self  supportive
                  and able to fund its own  working  capital  requirements.  The
                  repayment of the monies to the contract hire  operations  will
                  be funded out proceeds of vehicle sales.

                  Consolidated

                  For the three months ended May 31, 1997, the Company  reported
                  a loss of $431,466 before amortization and minority interests,
                  as  compared  to a profit of  $45,327  for the same  period in
                  1996.  The reason for this, is that this quarter  includes the
                  trading  losses of AC Cars.  The quarter loss comprises a loss
                  of $756,359 before  amortization and minority  interests in AC
                  Cars.

                  For the six month  period  ended  May 31,  1997,  the  Company
                  reported a loss of $1,017,985 before amortization and minority
                  interests  as compared  to a profit of  $172,244  for the same
                  period  in  1996.  The loss  comprises  of  $1,332,653  before
                  amortization and minority interests in AC Cars.







                                    Page 11.


<PAGE>
                  Liquidity and Capital Resources

                  In December 1997, PAG completed a private  placement of 18 1/2
                  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.

                  The Company  acquires new  vehicles as required.  There are no
                  material planned capital expenditures at the present time.

                  Other

                  Except  for  historical   information  contained  herein,  the
                  matters set forth above may be forward-looking statements that
                  involve  certain  risks and  uncertainties  that  could  cause
                  actual  results to differ  from  those in the  forward-looking
                  statements.  Potential  risks and  uncertainties  include such
                  factors as the level of business and consumer  spending in the
                  Company's industry, the competitive  environment,  the ability
                  to the  Company to expand its  operations,  the level of costs
                  incurred in connection  with the Company's  expansion  efforts
                  and  economic  conditions.  Investors  are  also  directed  to
                  consider other risks and uncertainties  discussed in documents
                  filed  by  the  Company  with  the   Securities  and  Exchange
                  Commission.

































                                    Page 12.


<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 of Security Holders.
                  None.
ITEM 5 -          Other Information.
                  None.
ITEM 6 -          Exhibits or Reports on Form 8-K.
                  Exhibit 27 - Financial Data Schedule
                  Exhibit 11 - Computation of Earnings Per Share

                                    Page 13.


<PAGE>
                                   SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the  Registrant  has duly  caused  this Report to be signed on its behalf by the
undersigned thereunto duly authorized.





Dated: July 17, 1997                                 PRIDE,  INC.




                                              By:    /s/ Alan Lubinsky
                                                     Chief Executive Officer





































                                    Page 14.

<PAGE>
                          PRIDE, INC. AND SUBSIDIARIES
                                   EXHIBIT 11
                 COMPUTATION OF EARNINGS (LOSS) PER COMMON SHARE
                                   (Unaudited)
<TABLE>
<CAPTION>


                                                For the Six Months Ended                    For the Three Months Ended
                                                                May 31,                               May 31,
                                                -------------------------------------------------------
                                                1997             1996          1997             1996
                                                ---------------  ------------  --------------------   -------




<S>                                              <C>            <C>            <C>            <C>         
LOSS BEFORE MINORITY INTERESTS ...............   $(1,334,577)   $  (143,116)   $  (589,762)   $  (112,353)

Minority interests in net loss of consolidated
subsidiaries  (Note 4) .......................       832,264         67,619        393,421         45,348
                                                 -----------    -----------    -----------    -----------

LOSS BEFORE PROVISION FOR INCOME
TAXES                                              (502,313)        (75,497)      (196,341)       (67,005)

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

NET LOSS$ ....................................      (502,313)   $   (75,497)   $  (196,341)   $   (67,005)
                                                 ===========    ===========    ===========    ===========

WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING                          1,995,357      1,913,717      1,995,357      1,921,987
                                                 ===========    ===========    ===========    ===========

LOSS PER COMMON SHARE:
Net loss before minority interest                     $(.67)   $      (.07)   $      (.30)   $      (.06)
Minority interests in net loss of subsidiary .           .42            .03            .20            .03
                                                 -----------    -----------    -----------    -----------
LOSS PER COMMON SHARE                                 $(.25)   $      (.04)   $      (.10)   $      (.03)
                                                 ===========    ===========    ===========    ===========


</TABLE>








                                 - Exhibit 11 -

                                    Page 15.


<PAGE>