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

                                 FORM 10-Q/A

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


      For the Quarter Ended AUGUST 31, 1996     Commission File No. 00019678


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

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

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


Registrant's telephone number, including area code    (540) 265-0004


                               Not Applicable
           (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                                     12,588,233
<PAGE>
                       PART I - FINANCIAL INFORMATION 

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


                                            AUGUST 31, 1996  MAY 31, 1996
ASSETS                                        (unaudited)      (audited)
<S>                                        <C>             <C>
Current assets:
  Cash and cash equivalents                  $    83,460     $   121,713
  Accounts receivable:
    Trade (net of allowance of $89,031
      in 1997 and $95,100 in 1996              4,364,119       3,749,040
    U.S. Government agencies                      65,647          48,299
    Other                                        148,319         116,222
  Costs and estimated earnings in excess of
    billings on uncompleted contracts            953,827         878,348
  Notes receivable from officers                  53,105          65,222
  Inventory                                      614,321         550,728
  Prepaid expenses                               251,529         225,943

        Total current assets                   6,534,327       5,755,515
                     
Property, plant and equipment:
  Furniture and fixtures                         955,620         943,685
  Laboratory equipment                         2,791,607       2,651,970
  Machinery, tools and equipment               2,813,527       2,773,615
  Vehicles                                     1,551,094       1,539,868
  Leasehold improvements                         758,729         757,555
        Total Property, plant & Equipment      8,870,577       8,666,693
  Less accumulated depreciation                5,942,209       5,753,152
          Property, plant and
            equipment, net                     2,928,368       2,913,541

Other assets:
  Goodwill (net of accumulated amortization
    of $15,302 in 1997 and $11,048 in 1966)      239,944         244,198
  Notes receivable from officers                 292,919         292,919
  Prepublication costs (net of accumulated
    amortization of $302,668 in 1997 and
    $296,008 in 1996)                            122,955         129,615
  Patents granted (net of accumulated
    amortization of $27,919 in 1997 and
    $26,319 in 1996)                              73,934          74,107
  Patents pending                                 22,741          21,870
  Cash value of life insurance                   121,432         116,283
  Other assets                                   272,086         286,968
                                               1,146,011       1,165,960


        Total assets                         $10,608,706     $ 9,835,016
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY


                                            AUGUST 31, 1996  MAY 31, 1996
                                              (unaudited)      (audited)
<S>                                       <C>             <C>
Current liabilities:                                         
  Bank overdraft                            $        --     $     8,746 
  Notes payable to bank                       1,371,605       1,071,427 
  Notes Payable to affiliates                   456,567         348,625 
  Current portion of long-term debt             437,422         378,779 
  Accounts payable                            3,239,689       2,837,386 
  Accrued expenses and other current
    liabilities                                 600,441         626,894 

        Total Current liabilities             6,105,724       5,271,857 

Long-term debt                                  568,912         660,133 
Notes payable to stockholder                    600,000         600,000 
Deferred gain on sale/leaseback                 963,643       1,039,720 
Common stock subject to repurchase
  agreement, 539,130 shares                     775,000         775,000 

Stockholders' equity:
  Common stock, no par value; authorized
    20,000,000 shares; issued and outstanding
    12,588,233 and 12,580,733 at August 31,
    1996 and May 31, 1996, respectively       3,482,235       3,476,235 
  Retained earnings (accumulated deficit)   ( 1,886,808)     (1,987,929)

Total stockholders' equity                    1,595,427       1,488,306 



        Total liabilities and 
          stockholders' equity              $10,608,706     $ 9,835,016 

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ETS INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME


                                            AUGUST 31, 1996 AUGUST 31, 1995
                                              (unaudited)     (unaudited)

<S>                                       <C>             <C>
Contract revenues:
  U.S. Government agencies                  $   151,009     $   170,744 
  Commercial                                  6,088,979       4,866,948 

        Total Revenues                        6,239,988       5,037,692 


Cost of goods and services                    5,052,117       4,348,779 

        Gross profits                         1,187,871         668,913 


Selling, general and
  administrative expenses                     1,007,817         804,577 

        Net operating income                    180,054    (    115,664)


Miscellaneous income                              9,033          12,613 
Interest expense                           (     87,966)   (    100,195)


        Net income (loss)                   $   101,121    ($   203,246)


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

Average shares of common stock used
  for the above calculation
    Primary                                  12,613,472      12,850,951 
    Fully diluted                            12,613,472      12,850,951 
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ETS INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
QUARTER ENDED AUGUST 31, 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                       7,500         6,000

Net Income                                                      101,121 

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

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ETS INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOW
                                                     THREE MONTHS ENDED
                                               AUGUST 31, 1996 AUGUST 31, 1995
                                                 (unaudited)    (unaudited)
<S>                                             <C>           <C>
Cash flows from operating activities:
  Net income (loss)                              $  101,121    ($  203,246)

  Adjustments to reconcile net income (loss)
    to net cash provided by (used in)
    operating activities:
      Depreciation and amortization                 212,803        218,261 
      Amortization of deferred gain on
        sale/leaseback                           (   76,077)

  Increase or decrease in operating assets
    and liabilities:
      Accounts receivable                        (  670,593)        62,267 
      Costs and estimated earnings in excess of
        billings on uncompleted contracts        (   75,479)    (   97,766)
      Inventories                                (   63,593)    (  128,452)
      Prepaid expenses                           (   19,586)    (    8,821)
      Accounts payable                              402,303        225,237 
      Accrued expenses and other liabilities     (   26,453)    (   72,634)
        Cash surrender value-insurance, net      (    5,149)    (    5,240)
      Other Assets                                    9,719         14,087 
Net cash provided by (used in) 
  operating activities                            ( 210,984)         3,693 

Cash flows from investing activities:
Purchase of property, plant and equipment         ( 203,884)     ( 108,202)
  Patent Cost Incurred                            (   2,298)     (   4,362)
Net cash used in investing activities             ( 206,182)     ( 112,564)

Cash flows from financing activities:
  Bank overdraft                                  (   8,746)     (  57,266)
  Notes receivable from officers 
    (increase) decrease                              12,117          5,022 
  Notes payable increase (decrease)                 300,178         48,419 
  Proceeds from long-term debt                       53,000         70,047 
  Principal payments on long-term debt            (  85,578)      ( 98,816)
  Proceeds from issuance of common stock                            42,062 
  Notes payable to affiliates increase              107,942         65,000 
Net cash provided by financing activities           378,913         74,468 

Decrease in cash and cash equivalents             (  38,253)     (  34,403)

Cash and cash equivalents at beginning of year      121,713         65,175 
Cash and cash equivalents at end of period        $  83,460      $  30,772 
</TABLE>

     Supplemental disclosures of cash flow information and noncash investing
activities:  Interest paid on notes payable and long-term debt was $87,966
and $100,195 for the three months ended August 31, 1996 and 1995
respectively.  Capital lease obligations of $ 0 and $53,547 were incurred
during the first 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 August 31, 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.

      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. 

First Quarter Fiscal 1997 Compared to First quarter Fiscal 1996

      Revenues for the first quarter of 1997 were $6,239,988 compared to
$5,037,692 for the first quarter of fiscal 1996 for a 24% increase.

      Total testing service revenues were $1,402,653 for the current quarter
for a 14% decrease from the revenues reported for the first quarter of fiscal
1996 of $1,635,975.  Field testing revenues were $523,695 compared to
$583,329 for the preceding first quarter. Six customers accounted for 54% of
the field testing which included two utility power plants, three waste
incinerator plants and an oil refinery. Field testing revenues were lower for
the quarter mainly due to a deeper than normal seasonal dip that commonly
occurs during early summer as customers vacations and maintenance shut-downs
begin. 

      Revenues for the analytical laboratory for the first quarter of fiscal
1997 were $787,284 compared to $818,671 for the same quarter of fiscal 1996
for a 4% decrease.  This decrease occurred in the commercial sales and is
primary attributable to delays in remediation site plan approvals by the EPA
regions.  Another factor is price erosion that has occurred on a national
basis in the environmental contract laboratory markets. The laboratory
anticipates that sales will improve in the second quarter of fiscal 1997 as a
result of a Army Corps remediation project and a full schedule of sample
shipments through the EPA Office of Water.
<PAGE>
      Regulatory assistance revenues were down sharply to $71,874 from
$184,604 revenues for the first quarter of fiscal 1996. This decrease
included 29% decrease in the number of customers and with lower dollar value
of the contracts completed. The major customer for the quarter was electronic
testing equipment manufacturer for 34% of the regulatory assistance revenues.
Revenues for monitoring were $19,800 compared to $49,371 for the previous
first quarter as its only customer was a chemical plant.

      Revenues for the first quarter of fiscal 1997 for consulting and
engineering services were $83,935 compared to $164,565 for the first quarter
of fiscal 1996 for a 49% decrease.  Consulting service revenues were $3,282
compared to $83,206 for the first quarter of fiscal 1996 for a 96% decrease
which was the result of completion of a contract with a government contractor
consultant and the lack of a backlog of new contracts. Engineering services
had revenues of $75,813 compared to $69,892 for the first quarter of fiscal
1996 for an 8% increase.  An iron foundry contributed 81% of the engineering
revenues.  Revenues for sales of books for the current quarter were $4,175
compared to $10,776 the first quarter of fiscal 1996 and revenues for
seminars for $665 compared to $691 for the first quarter of fiscal 1996. 

      Product revenues for the first quarter were $6,239 which included BPM
hardware sales to a filter media manufacturer compared to revenues for the
first quarter of fiscal 1996 of $1,000.  

      Total construction service revenues for the first quarter of fiscal
1997 were $4,747,161 compared to $3,236,152 for the first quarter of fiscal
1996 for a 47% increase. The increase was attributed to increases in the
utility construction of 5% and the service department of 7%.  Commercial work
was also secured in both of these areas which added to the sales. ETS Liner,
Inc., a subsidiary of ETSW had revenues of $923,209 or 19% of the total
construction revenues.

      Gross profit for ETSI for the first quarter of fiscal 1997 was
$1,187,871 for 19% of the revenues compared to $668,913 or 13% of revenues
for the fiscal 1996 first quarter. This increase in gross profit was the
result of decreased cost as part of the Company's effort to reduce overhead. 

      Selling, general and administrative expenses were $1,007,817 for the
current quarter compared to $804,577 for the first quarter of fiscal 1996.
The increased general and administrative cost includes the additions of the
Florida office and Fairfax, Virginia office.

      Miscellaneous income for the first quarter of fiscal 1997 was $9,033
compared to $12,613 for the first quarter of fiscal 1996.  Miscellaneous
income for the quarter included earned interest from savings on deposit,
rental of equipment and sale of scrap. Interest expense for the quarter was
$87,966 compared to $100,915 for the first quarter of fiscal 1996. Interest
expense represents interest incurred for utilization of the credit line and
interest paid in financing of capital equipment.  

      The first quarter of fiscal 1997 produced a net income of $101,121
compared to a net loss of $203,246 for the first quarter of fiscal 1996. 
<PAGE>
Liquidity And Capital Resources As Of The End Of The First Quarter of Fiscal
Year 1997

      Although revenues for some of the business segments were below the
projections for the quarter, the testing service appears to be strong and
steady for the second quarter. ETS has embarked upon a strong marketing
effort to penetrate "compliance assistance" service to industrial clients. 
This is believed to be the new direction in which regulatory assistance
activities are moving. The analytical laboratory anticipates sales will
improve in the second quarter due to several factors, including the start-up
of an Army Corps remediation project and a full schedule of sample shipments
through the EPA Office of Water.  ETSW has also received significant orders
for two Ultraliner projects totaling in excess of $500,000. 

      Working capital for ETSI include a credit line servicing ETS, ETSAS-
Roanoke office and ETSW in Richmond, VA for an aggregate amount of $1,500,000
of which $1,371,605 was being utilized at August 31, 1996.

      Major components of cash flow used in operating activities included
increase in accounts receivable of $670,593 which was offset by the net
income, depreciation and an increase in accounts payable resulting in net
cash used of $210,984. The net cash used in investing activities included the
purchase of property, plant and equipment of $203,884 and patent cost of
$2,298 for a total of $206,182. Net cash provided by financing activities for
the quarter was $378,913. Major components included proceeds from the credit
line of $300,178 and increase in notes payable to affiliates of $107,942
offset by principal payments on long-term debt of $85,578.  Net cash and cash
equivalents at the end of the first quarter of fiscal 1997 were $83,460.

      Backlog at August 31, 1996 was $5,609,988 compared to $5,045,918 at
August 31, 1995. 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 $1,727,201 to a
total of $7,337,189. At the end of the first quarter of fiscal 1996, the
Company held open orders of $4,229,369 for a total of $9,275,287.  This
decrease in total backlog reflects decreases mainly in government activity
for testing services.  New orders for the three months ending August 31, 1996
were $4,966,475 compared to the first quarter of fiscal 1996 of 5,571,075. 

      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.

            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 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 Amendment No. 1 to its Report on
Form 10-Q to be signed on its behalf by the undersigned, thereunto duly
authorized. 


                                    ETS INTERNATIONAL, INC.
                                          Registrant


DATE:  January 20, 1997             By:   s/John D. Mckenna
                                          --------------------------
                                          John D. McKenna
                                          President
<PAGE>