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


                                  SCHEDULE 13G


                    UNDER THE SECURITIES EXCHANGE ACT OF 1934

                               (AMENDMENT NO. 1)*


                         PIA MERCHANDISING SERVICES INC
- --------------------------------------------------------------------------------
                                (Name of Issuer)


                                  COMMON STOCK
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)


                                    69336010
                                  ------------
                                 (CUSIP Number)

                                  AS OF 8/31/96

Check the following box if a fee is being paid with this statement / /.  (A fee
is not required only if the filing person:  (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).1

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provides in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).


                    *SEE INSTRUCTION BEFORE FILLING OUT!

                              Page 1 of 10 Pages


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CUSIP No. 69336010                    13G                 Page  2  of 10  Pages
          ---------                                            ---    ---

- -------------------------------------------------------------------------------
 (1) Names of Reporting Persons.  S.S. or I.R.S. Identification Nos. of Above
     Persons

          Provident Investment Counsel, Inc.
- -------------------------------------------------------------------------------
 (2) Check the Appropriate Box if a Member     (a)  / /
     of a Group*                               (b)  / /
- -------------------------------------------------------------------------------
 (3) SEC Use Only

- -------------------------------------------------------------------------------
 (4) Citizenship or Place of Organization
          Massachusetts
- -------------------------------------------------------------------------------
Number of Shares              (5) Sole Voting
 Beneficially                       Power              191900
 Owned by                    --------------------------------------------------
 Each Reporting               (6) Shared Voting
 Person With                        Power              0
                             --------------------------------------------------
                              (7) Sole Dispositive
                                    Power              203500
                             --------------------------------------------------
                              (8) Shared Dispositive
                                    Power              0
- -------------------------------------------------------------------------------
 (9) Aggregate Amount Beneficially Owned by Each Reporting Person
          203500
- -------------------------------------------------------------------------------
(10) Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*

- -------------------------------------------------------------------------------
(11) Percent of Class Represented by Amount in Row (9)
          3.5%
- -------------------------------------------------------------------------------
(12) Type of Reporting Person*
          CO, IA
- -------------------------------------------------------------------------------
                    *SEE INSTRUCTION BEFORE FILLING OUT!

                              Page 2 of 10 Pages


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CUSIP No.  69336010                    13G                 Page 3   of 10  Pages
          ---------                                            ---    ---

- -------------------------------------------------------------------------------
 (1) Names of Reporting Persons.  S.S. or I.R.S. Identification Nos. of Above
     Persons

          Robert M. Kommerstad  (Mr. Kommerstad is no longer a reporting person.
          See Item 2)
- -------------------------------------------------------------------------------
 (2) Check the Appropriate Box if a Member     (a)  / /
     of a Group*                               (b)  / /
- -------------------------------------------------------------------------------
 (3) SEC Use Only

- -------------------------------------------------------------------------------
 (4) Citizenship or Place of Organization
          U.S.A.
- -------------------------------------------------------------------------------
Number of Shares              (5) Sole Voting
 Beneficially                       Power              0
 Owned by                    --------------------------------------------------
 Each Reporting               (6) Shared Voting
 Person With                        Power              0
                             --------------------------------------------------
                              (7) Sole Dispositive
                                    Power              0
                             --------------------------------------------------
                              (8) Shared Dispositive
                                    Power              0
- -------------------------------------------------------------------------------
 (9) Aggregate Amount Beneficially Owned by Each Reporting Person
     0 IA owns 203500 shares of common stock.  Mr. Kommerstad is no longer a
     reporting person.
- -------------------------------------------------------------------------------
(10) Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*

- -------------------------------------------------------------------------------
(11) Percent of Class Represented by Amount in Row (9)
     0%
- -------------------------------------------------------------------------------
(12) Type of Reporting Person*
     Mr. Kommerstad is no longer a reporting person.  See Item 2.
- -------------------------------------------------------------------------------
                    *SEE INSTRUCTION BEFORE FILLING OUT!

                              Page 3 of 10 Pages


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ITEM 1.

     (a)  NAME OF ISSUER:   PIA MERCHANDISING SERVICES INC

     (b)  ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
          P.O. BOX 19777  IRVINE, CA  92713


ITEM 2.

     (a)  NAME OF PERSON FILING:  This statement is being filed by (i) Provident
Investment Counsel Inc., a Massahusetts corporation and registered investment
adviser ("IA"), and (ii) Robert M. Kommerstad, a shareholder of IA's
predecessor, Provident Investment Counsel, a California corporation which was
formerly a registered investment adviser ("Former IA").  IA is continuing the
business of Former IA, and is a wholly-owned subsidiary of United Asset
Management Holdings, which is wholly owned by United Asset Management
Corporation ("UAM").  Pursuant to an Acquisition Agreement by and among UAM,
Former IA and IA, IA acquired substantially all of the assets of Former IA on
February 15, 1995.  (the "Acquisition").

          IA's beneficial ownership of the Common Stock is direct as a result of
IA's discretionary authority to buy, sell, and vote shares of such Common Stock
for its investment advisory clients.  Mr. Kommerstad, as a result of the
Acquisition, no longer has beneficial ownership of any of the common stock, and
is no longer a reporting person.

     (b)  ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

          IA's Principal Business Office is located at:

               300 North Lake Avenue, Pasadena, CA 91101-4022.


     (c)  CITIZENSHIP:

          IA is a Massachusetts corporation.


     (d)  TITLE OF CLASS OF SECURITIES:

          Class A Common Stock

                    *SEE INSTRUCTION BEFORE FILLING OUT!

                              Page 4 of 10 Pages


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     (e)  CUSIP NUMBER:

          69336010


ITEM 3.   IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(b), OR 13D-2(b),
          CHECK WHETHER THE PERSON FILING IS A:

     (a)  / /  Broker or Dealer registered under Section 15 of the Act

     (b)  / /  Bank as defined in section 3(a)(6) of the Act

     (c)  / /  Insurance Company as defined in section 3(a)(19) of the act

     (d)  / /  Investment Company registered under section 8 of the Investment
               Company Act

     (e)  /X/  Investment Adviser registered under section 203 of the Investment
               Advisers Act

     (f)  / /  Employee Benefit Plan, Pension Fund which is subject to the
               provisions of the Employee Retirement Income Security Act of 1974
               or Endowment Fund; see Section 240.13d-1(b)(1)(ii)(F)

     (g)  / /  Parent Holding Company, in accordance with 
               Section 240.13d-1(b)(ii)(G) (Note: See Item 7)

     (h)  / /  Group, in accordance with Section 240.13d1-(b)(1)(ii)(H)


ITEM 4.   OWNERSHIP

     (a)  AMOUNT BENEFICIALLY OWNED:  IA directly beneficially owns  shares of
Common Stock.

     (b)  PERCENT OF CLASS:  3.5%

     (c)  NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:

            (i)     sole power to vote or to direct the vote:

                         IA has the power to vote 191900 shares.  No other
                         person has the power to vote such shares.

                         IA has no power to vote 11600 shares for which it has
                         dispositive power.

           (ii)     shared power to vote or to direct the vote: 0

          (iii)     sole power to dispose or to direct the disposition of:

                    *SEE INSTRUCTION BEFORE FILLING OUT!

                              Page 5 of 10 Pages


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                         IA has the power to dispose all 203500 shares for which
                         it has direct beneficial ownership.  It does not share
                         this power with any other person.

           (iv)     shared power to dispose or to direct the disposition of:  0


ITEM 5.   OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

          As a result of the Acquisition, Mr. Kommerstad no longer owns any of
          the common stock.  See Item 2 above.  IA's beneficial ownership is
          described in Item 4 above.

ITEM 6.   OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON

          IA, a registered investment adviser, has the right or the power to
          direct the receipt of dividends from Common Stock, and to direct the
          receipt of proceeds from the sale of Common Stock to IA's investment
          advisory clients.  No single investment advisory client of IA owns
          more than 5% of the Common Stock.


ITEM 7.   IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
          SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY

          Not applicable.


ITEM 8.   IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

          Not applicable.


ITEM 9.   NOTICE OF DISSOLUTION OF GROUP

          Not applicable.


ITEM 10.  CERTIFICATION

          By signing below I certify that, to the best of my knowledge and
          belief, the securities referred to above were acquired in the ordinary
          course of business and were not acquired for the purpose of and do not
          have the effect of changing or influencing the control of the issuer
          of such securities and were not acquired in connection with or as a
          participant in any transaction having such purposes or effect.

                    *SEE INSTRUCTION BEFORE FILLING OUT!

                              Page 6 of 10 Pages


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                                    SIGNATURE

          After reasonable inquiry and to the best knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

September 9, 1996


                              PROVIDENT INVESTMENT COUNSEL, INC.



                                   By: /s/ Thad Brown
                                      --------------------------
                                      Thad Brown
                                      Chief Financial Officer
                                      and Senior Vice-President

                    *SEE INSTRUCTION BEFORE FILLING OUT!

                              Page 7 of 10 Pages