UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

                                  FORM 10-Q

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


For the Quarter Ended NOVEMBER 30, 1996        Commission File No.00019678
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                           ETS INTERNATIONAL, INC.
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           (Exact name of registrant as specified in its charter)


            Virginia                                    54-1414643
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  State or Other Jurisdiction of                    (I.R.S. Employer
  Incorporation or Organization)                    Identification No.)


1401 Municipal Road, NW, Roanoke, Virginia                 24012
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            (Address)                                    (Zip Code)


Registrant's telephone number, including area code  (540) 265-0004
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                               Not Applicable
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           (Former name, former address and former fiscal year if
                         changed since last report)


Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or subject to the filing requirements
for at least the past 90 days.

                  Yes   [ x ]      No    [   ]

Indicate the number of shares outstanding of each of the issuer's classes of
stock, as of the close of the period covered by this report.

        Class                            Number of Shares Outstanding

     Common Stock                                 13,355,949
<PAGE>
                         PART I - FINANCIAL INFORMATION

Item 1.     Financial Statements
<TABLE>
<CAPTION>
ETS INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET

                                              NOVEMBER 30, 1996   MAY 31, 1996
                                              -----------------   ------------
ASSETS                                           (unaudited)       (audited)
<S>                                            <C>              <C>
Current assets:
  Cash and cash equivalents                      $   164,237      $   121,713
  Accounts receivable:
    Trade (net of allowance of $89,031
      in 1997 and $95,100 in 1996                  4,009,146        3,749,040
    U.S. Government agencies                          90,765           48,299
    Other 152,837                                    116,222
  Costs and estimated earnings in excess of
    billings on uncompleted contracts                871,625          878,348
  Notes receivable from officers                      53,027           65,222
  Inventory                                          706,081          550,728
  Prepaid expenses                                   277,088          225,943
                                                  ----------        ---------
        Total current assets                       6,324,806        5,755,515

Property, plant and equipment:
  Furniture and fixtures                             962,889          943,685
  Laboratory equipment                             2,782,679        2,651,970
  Machinery, tools and equipment                   2,896,368        2,773,615
  Vehicles                                         1,597,496        1,539,868
  Leasehold improvements                             780,658          757,555
                                                  ----------        ---------
                                                   9,020,090        8,666,693
  Less accumulated depreciation                    6,139,094        5,753,152
                                                  ----------        ---------
        Property, plant and
          equipment, net                           2,880,996        2,913,541

Other assets:
  Goodwill (net of accumulated amortization
    of $19,556 in 1997 and $11,048 in 1966)          235,690          244,198
  Notes receivable from officers                     292,919          292,919
  Prepublication costs (net of accumulated
    amortization of $309,327 in 1997 and
    $296,008 in 1996)                                116,296          129,615
  Patents granted (net of accumulated
    amortization of $29,520 in 1997 and
    $26,319 in 1996)                                  72,333           74,107
  Patents pending                                     32,426           21,870
  Cash value of life insurance                       126,580          116,283
  Other assets                                       265,423          286,968
                                                  ----------        ---------
                                                   1,141,667        1,165,960

                                                  ----------       ----------
                                                 $10,347,469      $ 9,835,016
                                                  ==========       ==========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------

                                              NOVEMBER 30, 1996   MAY 31, 1996
                                              -----------------   ------------
                                                 (unaudited)       (audited)
<S>                                            <C>              <C>
Current liabilities:
  Bank overdraft                                $        --      $     8,746 
  Notes payable to bank                           1,256,722        1,071,427 
  Notes Payable to affiliates                       424,990          348,625 
  Current portion of long-term debt                 478,323          378,779 
  Accounts payable                                3,109,326        2,837,386 
  Accrued expenses and other current
    liabilities                                     652,400          626,894 
                                                 ----------        --------- 

      Total Current liabilities                   5,921,761        5,271,857 

Long-term debt                                      473,257          660,133 
Notes payable to stockholder                        100,000          600,000 
Deferred gain on sale/leaseback                     887,566        1,039,720 
Common stock subject to repurchase
  agreement, 539,130 shares                         775,000          775,000 

Stockholders' equity:
  Common stock, no par value; authorized
    30,000,000 shares; issued and outstanding
    13,355,949 and 12,580,733 at November 30,
    1996 and May 31, 1996, respectively           3,907,235        3,476,235 
  Preferred stock, no par value; authorized
    5,000,000 shares, none issued @11/30/96               0                0 
  Retained earnings (accumulated deficit)        (1,717,350)      (1,987,929)
                                                 ----------        --------- 

  Total stockholders' equity                      2,189,885        1,488,306 






                                                 ----------        --------- 
                                                $10,347,469      $ 9,835,016 
                                                 ==========        ========= 
</TABLE>
<PAGE>
ETS INTERNATIONAL, INC. AND SUBSIDIARIES

<TABLE>
<CAPTION>

CONSOLIDATED STATEMENTS OF INCOME

                                         THREE MONTHS ENDED              SIX MONTHS ENDED
                                      NOVEMBER 30    NOVEMBER 30    NOVEMBER 30    NOVEMBER 30
                                         1996           1995           1996           1995
                                      -----------    -----------    -----------    -----------
                                      (unaudited)    (unaudited)    (unaudited)    (unaudited)

<S>                                 <C>            <C>            <C>            <C>
Contract revenues:
  U.S. Government agencies            $   107,312    $   124,600    $   258,321    $   295,344 
  Commercial                            5,661,954      5,851,507     11,750,933     10,718,455 
                                        ----------    ----------    -----------     ---------- 
                                        5,769,266      5,976,107     12,009,254     11,013,799 

Cost of goods and services              4,744,316      5,106,026      9,796,433      9,454,805 
                                       ----------     ----------    -----------     ---------- 
Gross profits                           1,024,950        870,081      2,212,821      1,558,994 
Selling, general and
  administrative expenses                 782,443        746,025      1,790,260      1,550,602 
                                       ----------     ----------     ----------     ---------- 

    Net operating income                  242,507        124,056        422,561          8,392 

Miscellaneous income                        6,985         12,951         16,018         25,564 
Interest expense                      (    80,034)   (   106,452)   (   168,000)    (  206,647)
                                       ----------     ----------     ----------     ---------- 
    Net income (loss)                 $   169,458    $    30,555    $   270,579    $(  172,691)
                                       ==========     ==========     ==========     ========== 


Net Income (loss) per common share:
  Primary                             $       .01    $       .00     $      .02     $     (.01)
  Fully diluted                       $       .01    $       .00     $      .02     $     (.01)

Average shares of common stock used
  for the above calculation:
    Primary                            13,006,357     12,616,854     12,926,304     12,686,966 
    Fully diluted                      13,006,357     12,616,854     12,926,304     12,686,966 
</TABLE>
<PAGE>
ETS INTERNATIONAL, INC. AND SUBSIDIARIES
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
QUARTER ENDED NOVEMBER 30, 1996




                                                                     Retained
                                                                     Earnings
                                            Common Stock            Accumulated
                                         Shares        Amount        (Deficit)
                                       -----------   -----------    -----------
                                       (unaudited)   (unaudited)    (unaudited)
<S>                                   <C>          <C>           <C>
Balances at May 31, 1996                12,580,733   $ 3,476,235   ($ 1,987,929)

Issuance of common stock for services
  public relation services                   7,500         6,000 

Net Income                                                              101,121 
                                        ----------    ----------     ---------- 

Balances at August 31, 1996             12,588,233   $ 3,482,235   ($ 1,886,808)


Issuance of common stock to an
  affiliate in connection with
  the conversion of a debt                 833,333       500,000 

Conversion of stock to cash
  in connection with an asset
  acquisition agreement                   ( 65,617)     ( 75,000)


Net Income                                                              169,458 
                                        ----------    ----------     ---------- 

Balances at November 30, 1996           13,355,940   $ 3,907,235    $(1,717,350)
                                        ==========    ==========     ========== 
</TABLE>
<PAGE>
ETS INTERNATIONAL, INC. AND SUBSIDIARIES
<TABLE><CAPTION>
CONSOLIDATED STATEMENTS OF CASH FLOW
                                                           THREE MONTHS ENDED
                                                  NOVEMBER 30, 1996   NOVEMBER 30, 1995
                                                  -----------------   -----------------
                                                     (unaudited)         (unaudited)
<S>                                                <C>                <C>
Cash flows from operating activities:
  Net income (loss)                                  $   270,579        $(  172,691)

  Adjustments to reconcile net income (loss)
    to net cash provided by (used in)
    operating activities:
      Depreciation and amortization                      420,237            426,136 
      Amortization of deferred gain on
        sale/leaseback                                (  152,154)                -- 

  Increase or decrease in operating assets
    and liabilities:
      Accounts receivable                             (  345,256)        (  515,313)
      Costs and estimated earnings in excess of
        billings on uncompleted contracts                  6,723         (   68,794)
      Inventories                                     (  155,353)        (  213,055)
      Prepaid expenses                                (   51,145)        (   76,431)
      Accounts payable                                   271,940            642,885 
      Accrued expenses and other liabilities          (   49,494)        (   33,247)
      Cash surrender value of life insurance, net     (   10,297)        (   10,480)
      Other Assets                                        24,024             16,819 
                                                       ---------          --------- 
        Net cash provided by (used in)
          operating activities                           229,804         (    4,171)

Cash flows from investing activities:
  Purchase of property, plant and equipment           (  353,397)        (  176,783)
  Sale of property, plant and equipment                       --          1,664,650 
  Patent Cost Incurred                                (   11,990)        (   10,050)
                                                       ---------          --------- 
    Net cash provided by (used in) investing
      activities                                      (  365,387)         1,477,817 

Cash flows from financing activities:
  Bank overdraft                                      (    8,746)        (   57,266)
  Notes receivable from officers (increase) decrease      12,195             19,046 
  Notes payable increase (decrease)                      185,295         (  632,646)
  Proceeds from long-term debt                            53,000            255,853 
  Principal payments on long-term debt                (  140,002)        (1,556,690)
  Proceeds from issuance of common stock                      --             42,062 
  Notes payable to affiliates increase (decrease)         76,365         (   70,000)
  Proceeds from notes payable to stockholder                  --            600,000 
                                                       ---------          --------- 
    Net cash provided by (used in)
      financing activities                               178,107         (1,399,641)
                                                       ---------          --------- 
Increase in cash and cash equivalents                     42,524             74,005 

Cash and cash equivalents at beginning of year           121,713             65,175 
                                                       ---------          --------- 
Cash and cash equivalents at end of period           $   164,237        $   139,180 
                                                       =========          ========= 
/TABLE
<PAGE>
      Supplemental disclosures of cash flow information and noncash investing
activities:  Interest paid on notes payable and long-term debt was $168,000
and $206,647 for the six months ended November 30, 1996 and 1995
respectively.  Capital lease obligations of $ 0 and $53,547 were incurred
during the second quarter of fiscal 1997 and 1996 respectively for vehicles,
furniture and fixtures and laboratory equipment.
<PAGE>
ETS INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE A--BASIS OF PRESENTATION

The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim
financial information as set forth in Article 10 of Regulation S-X. 
Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete financial
statements.  In the opinion of management, all necessary adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation have been included.  Operating results for the three months
ended November 30, 1996 are not necessarily indicative of the results that
may be expected for the year ending May 31, 1997. 


NOTE B--PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of ETS
International, Inc. and its wholly-owned subsidiaries, ETS, Inc., ETS
Analytical Services, Inc. and ETS Water And Waste Management, Inc. 
Significant intercompany accounts and transactions have been eliminated in
consolidation.


NOTE C--EARNINGS PER SHARE

Earnings per share have been computed on the basis of the weighted average
number of shares outstanding, after giving appropriate effect for common
stock issued.  Stock options and warrants have been included as common stock
equivalents when they result in dilution of earnings per share.


NOTE D--BUSINESS COMBINATION        

(None)

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


Results of operations

Introduction

      A few relatively large contracts in any one business segment in any
fiscal year can make any segment generate relatively large revenues in that
year.  Because disproportionate generation of income has occurred
periodically throughout the existence of ETSI, the Company's strategy has
been to offer a variety of services and maintain a flexible staff capable of
executing different tasks.  Services are tied to different markets, such as
new pollution control equipment expenditures by industry, government funding
or legislative enforcement.  In addition, ETSI continually markets its
services through brochures, seminars and attendance at trade shows and
conferences and by telemarketing.  ETSI attempts to increase its business in
the aggregate.  As the United States experiences economic and legislative
cycles, the demand for each of the Company's services fluctuates accordingly.

      On June 1, 1994, ETSI merged with three related Richmond, Virginia
firms, Stamie E. Lyttle Company, Inc., Lyttle Utilities, Inc. and LPS
Corporation, and consolidated them into its wholly owned subsidiary, ETS
Water and Waste Management, Inc. (ETSW).  The combination was effected
through the issuance of 2,730,000 shares of ETSI common stock and has been
accounted for as a pooling-of-interests.  On January 19, 1995, ETSI merged a
Richmond, Virginia firm, Environmental Laboratories, Inc., with its
subsidiary, ETSAS, which increases ETSAS size by about 50% and makes ETSAS
the largest environmental contract laboratory in the state of Virginia.  This
combination was effected through the issuance of 183,600 shares of ETSI
common stock and is also accounted for as a pooling-of-interests.  On
April 3, 1995, ETSI purchased, with the issuance of 113,000 shares of ETSI
common stock, the assets of Air Compliance, Inc., a Pennsylvania Corporation,
and incorporated these assets into the business of ETS.  On February 5, 1996,
ETSI acquired the assets of Olympic Industries, Inc. in exchange for 539,130
shares of ETSI's common stock and incorporated these assets into a new wholly
owned subsidiary of ETSW, ETS Liner, Inc.  On April 18, 1996, ETSI acquired
certain assets of Dewberry and Davis, Inc. in exchange of 65,617 shares of
ETSI's common stock and incorporated these assets into ETSAS.  These
transactions are discussed further in Note 2 to the audited consolidated
financial statements for the year ended May 31, 1996 ("fiscal 1996").  The
transactions are anticipated to broaden the revenues and asset base of ETSI
in coming years.  The results of the operations for the fiscal years
presented include the pooling-of-interests transactions as if they had been
consummated at the beginning of the period presented while purchase
transactions are reflected since the date of acquisition.

      ETSI has divided its revenues into four meaningful categories;
(a) services - encompassing field and analytical testing, regulatory
assistance and monitoring; (b) consulting/engineering - encompassing
consulting and engineering services and educational areas; (c) products; and
(d) construction.

<PAGE>
Second Quarter Fiscal 1997 Compared to Second quarter Fiscal 1996

      Revenues for the second quarter of 1997 were $5,769,266 compared to
$5,976,107 for the second quarter of fiscal 1996 for a 3% decrease.  Revenues
for the six month period ended November 30, 1996 were $12,009,254 compared to
$11,013,799 for the same six months period for fiscal 1996 for a 9% increase
in revenues.

      Total testing service revenues for the second quarter of fiscal 1997
were $1,261,116 compared to $1,653,492 for the second quarter of fiscal 1996
for a 24% decrease.  Field testing revenues were $493,525 for the current
quarter compared to $740,635 for the preceding first quarter.  The level of
activity for ETS was down in comparison to the same period for the prior year
due to market dynamics.  Major customers include two municipal waste
incinerator plants, a particle board manufacturer, a medical waste
incinerator plant and a cement plant for 40% of the field testing revenues.

      Revenues for the analytical laboratory for the second quarter of fiscal
1997 were $713,797 compared to $684,941 for the same quarter of fiscal 1996
for a 4% increase.  Most of this increase was attributable to increased
government contract activity which was $258,260 compared to $102,518 for the
same period in fiscal 1996.  Commercial laboratory sales remained sluggish
for the current quarter due to further price erosion in the market and
continued delay in final approval for site remediation projects.  It is
anticipated this will turn around in the latter part of the third quarter and
the first part of the fourth quarter.

      Regulatory assistance revenue were down to $33,994 from $170,287
revenues for the second quarter of fiscal 1996.  For the second quarter
revenues were again down due to decrease in customers and a significant
market down-turn.  Major customers which accounted for 44% of the revenues
were a medical waste incinerator plant, a railroad company, a steel
manufacturer and a lime producer.  Revenues for the second quarter of fiscal
1997 for monitoring were $19,800 compare to $57,629 for the second quarter of
fiscal 1996 with its only customer being a chemical plant.

      Revenues for the second quarter of fiscal 1997 for
consulting/engineering and seminar services were $183,068 compared to $28,816
for the second quarter of fiscal 1996 for 535% increase.  Consulting and
engineering service revenues were $159,484 compared to revenues of $12,016
for the second quarter of fiscal 1996 with an iron foundry being the major
customer with 96% of the revenues.  While the consultant services were down,
the engineering services were significantly up due to more emphasis placed in
building this area.  Seminar revenues for the quarter were $18,582 compared
to $16,800 for the second quarter of fiscal 1996 and revenues for sale of
books were $5,002 for the current quarter.
                     
      Product revenues for the second quarter were $52,347 compared to $1,250
for the second quarter of fiscal 1996. The current quarter revenues included
$12,347 for sale of Baghouse Performance Monitoring (BPM) hardware and
software and $40,000 received from a LEC licensing agreement with a
engineering firm in Taiwan.  Revenues for the second quarter of fiscal 1996
of $1,250 was for sale of BPM hardware.              
<PAGE> 
      Total construction service revenues which includes ETS Liner, Inc., a
subsidiary of ETS Water & Waste Management, Inc.,for the second quarter of
fiscal 1997 were $4,272,735 compared to $4,292,549 for the second quarter of
fiscal 1996.  An increase in commercial and private construction and
infrastructure activities was experienced and the bidding activity increased. 
A contract of great significance to the future growth and profitability in
the ETSI infrastructure arena was received to install Ultraliner PVC Alloy
Pipeliner TM in a Virginia county.  This is the Company's first commercial
trenchless rehabilitation of sanitary sewer lines in Virginia.

      Cost of goods and services for the second quarter were $4,744,316
representing 82% of the revenues compared to $5,106,026 or 85% of revenues
for the second quarter of fiscal 1996.  Gross profit for the second quarter
of fiscal 1997 was $1,024,950 for 19% of the revenues compared to $870,0813
or 15% of revenues for the second quarter of fiscal 1996.  This improvement
in costs and profit is the result of an effort to improve the efficiency and
profitability of the operating companies.  Selling, general and
administrative expenses were $782,443 for the current quarter compared to
$746,025 for the second quarter of fiscal 1996.

      Miscellaneous income for the second quarter of fiscal 1997 was $6,985
compared to $12,951 for the second quarter of fiscal 1996.  Miscellaneous
income for the quarter included earned interest from savings on deposit and
sale of miscellaneous equipment and scrap.  Interest expense for the quarter
was $80,034 compared to $106,452 for the second quarter of fiscal 1996. 
Interest expense represents interest incurred for utilization of the credit
line and interest paid in financing of capital equipment.  

      The second quarter of fiscal 1997 produced a net income of $169,458 for
a six month total of $270,579 compared to net income for the second quarter
of fiscal 1996 of $30,555 and six month loss of $172,691. 


Liquidity And Capital Resources As Of The End Of The Second Quarter of Fiscal
Year 1997

      ETSI achieved record revenues and improved earnings in the first half
of fiscal 1997.  In an effort to make each of the operating companies more
efficient and improve profitability, management remains committed to
increasing productivity while controlling cost.
     
      Working capital for ETSI include a credit line servicing ETS, ETSAS-
Roanoke office and ETSW in Richmond, VA for an aggregate amount of $1,400,000
of which $1,256,722 was being utilized at November 30, 1996.  On November 27,
1996 the Company sold shares of its common stock, no par value, to Thomas W.
Marmon, a member of the Company's Board of Directors, in connection with the
conversion by Mr. Marmon of $500,000 of ETS debt securities.  The sale was
made pursuant to a private placement under Section 4(2) of the Securities Act
of 1933, and the shares acquired are deemed "restricted securities" subject
to the holding period and other requirements of Rule 144 under the Securities
Act. 
<PAGE>
      At November 30, 1996, net cash provided by operating activities of
$229,804 of which the major component of activities included the net income
of $270,579, depreciation of $420,237 and increase in accounts payable of
$271,940 which was offset by amortization of deferred gain on sale/leaseback
of $152,154, increase in accounts receivable of $345,256 and increase in
inventory purchases of $155,353.  The purchase of property, plant and
equipment in the amount of $353,397 and incurred patent cost of $11,990
resulted in net cash used in investing activity of $365,387.  Major
components of net cash of $178,017 provided by financing activities include
proceeds from credit line of $185,295, proceeds from long term debt of
$53,000 and increase in notes payable to affiliates of $76,365 which was
offset by payments on long term debt of $140,002.  The net cash and cash
equivalents at the end of the six month period which ended November 30, 1996
was $164,237 compared to $139,180 the same period at November 30, 1995.

      New orders received for the three months ending November 30, 1996 were
$8,039,212 compared to the new orders received of $6,487,761 for the same
three month period a year ago.  The construction firm received a contract of
great significance to the future growth and profitability of ETSI
infrastructure arena from Henrico County to install Ultaliner PVC Alloy
Pipeliner TM which is the first commercial trenchless rehabilitation of
sanitary sewer lines in Virginia.  Management continues to believe that this
proprietary technique is the wave of future rehabilitation of storm and sewer
lines.  The domestic infrastructure market continues to improve; thus,
management continues to seek to grow this part of the Company domestically
both internally and via acquisitions.  The domestic environmental markets
continue to be flat; however, the Asian environmental markets are healthy;
thus, our focus for environmental growth is overseas.  We were especially
pleased with the signing of E&C Engineering as our latest Taiwan Licensee of
the LEC and are looking forward to an increase in licensing activity both in
Taiwan and Korea.

      Backlog at November 30, 1996 was $7,685,243 compared to $5,528,661 at
November 30, 1995 for a 39% increase.  ETSI held open task orders from
various clients, principally government agencies.  If all the work under
these open orders is authorized, the Company estimates that its backlog would
increase by $1,192,371 to a total of $8,766,614 compared to $7,487,670 for
the same period a year ago.
                                                  
      Most of ETSI's contracts are of short-term duration and are completed
within a few months of the order or award.  Certain contracts such as those
from utilities are annual and are completed in stages against task orders. 
Government agencies often issue open orders for which subsequent task orders
are issued.  There are no conditions precedent to the issuance of task orders
and they are issued pursuant to the specific orders of the client for the
service.  Experience shows that substantially all open orders ultimately
result in task orders and at times have exceeded the amount of the open
order.  There can be no assurance that existing contracts or future orders
containing open orders will result in task orders covering the entire
contractual amounts.  ETSI is not aware of any significant unrecognized cost
to complete any open contract.
<PAGE>
                        (PART II - OTHER INFORMATION)



Item 1.     Legal Proceedings.

            None

Item 2.     Changes in Securities.

      On November 27, 1996 the Company sold shares of its common stock, no
par value, to Thomas W. Marmon, a member of the Company's Board of Directors,
in connection with the conversion by Mr. Marmon of $500,000 of ETS debt
securities.  The sale was made pursuant to a private placement under Section
4(2) of the Securities Act of 1933, and the shares acquired are deemed
"restricted securities" subject to the holding period and other requirements
of Rule 144 under the Securities Act. 

Item 3.     Defaults upon Senior Securities.

            None

Item 4.     Submission of Matters to a Vote of Security-Holders.

      On Friday October 25, 1996, at 10:00 a.m., at the annual meeting of
Shareholders, the Shareholders of the Company voted on the following: (1) the
election of directors of the Company for the following year; (2) the
appointment of independent auditors for fiscal year 1997; (3) certain
amendments to the Company's Articles of Incorporation which would increase
the authorized number of shares from 20,000,000 shares of common stock no par
value to 30,000,000 shares of common stock no par value and which would
authorize the issuance of 5,000,000 shares of preferred stock without par
value.  

      The following directors were elected at the Annual Shareholders'
Meeting: John D. McKenna, John C. Mycock, Coleman S. Lyttle, Navin D. Sheth,
David F. Tompkins, Thomas W. Marmon and Lee A. Raver.  The following
indicates the number of votes cast, in person or by proxy for each nominee:
<TABLE>
<CAPTION>

                             For       Against      Abstain

     <S>                 <C>         <C>          <C>
     John D. McKenna     8,678,105          0        600
     John C. Mycock      8,678,105      1,300        600
     Coleman S. Lyttle   8,679,405          0        600
     Navin D. Sheth      8,678,105      1,300        600
     David F. Tompkins   8,679,405          0        600
     Thomas W. Marmon    8,679,405          0        600
     Lee A. Raver        8,678,105      1,300        600
</TABLE>

     The Shareholders also approved the appointment of KPMG Peat Marwick as
Independent Auditors for the Company for fiscal 1997.  This proposal passed
with 8,677,705 votes being cast in favor of the proposal (2,136,969 of which
were votes cast by proxy); 300 votes being cast against the proposal (300 of
which were votes cast by proxy); and 1,000 votes abstained from voting on the
proposal (1,000 of which were votes cast by proxy).  
<PAGE>
     The Shareholders voted on amendments to the Articles of Incorporation
of the Company as two proposals.  First, the Shareholders voted on the
proposal to increase the authorized number of shares from 20,000,000 shares
of common stock no par value to 30,000,000 shares of common stock no par
value.  This proposal passed with 8,535,005 votes being cast in favor of the
proposal (1,994,269 of which were votes cast by proxy); 38,800 votes being
cast against the proposal (38,800 of which were votes cast by proxy); and
103,000 votes abstained from voting on the proposal (103,000 of which were
votes cast by proxy).  Next, the Shareholders voted on the proposal to
authorize the issuance of 5,000,000 shares of preferred stock without par
value.  This proposal passed with 8,519,592 votes being cast in favor of the
proposal (1,978,856 of which were votes cast by proxy); 52,313 votes being
cast against the proposal (52,313 of which were votes cast by proxy); and
104,000 votes abstained from voting on the proposal (104,000 of which were
votes cast by proxy).  

Item 5.     Other Information.

            None

Item 6.     Exhibits and Reports on form 8-K

            None

<PAGE>
                                 SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this registrations statement to be signed on
its behalf by the undersigned, thereunto duly authorized.


                                   ETS INTERNATIONAL, INC.
                                   --------------------------------
                                         Registrant


DATE                               BY: s/John D. McKenna
      ------------------           ---------------------------------
                                         John D. McKenna
                                            President

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