UNITED STATES

                         SECURITIES AND EXCHANGE COMMISSION

                               Washington, D.C. 20549

                                      FORM 10Q

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

                    For the quarterly period ended October 31, 1996

                                         OR

                   [ ] TRANSITION REPORT PURSUANT TO SECTION 13 or
                    15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

              or the transition period from ______________to ____________   
                                       

                           Commission File Number 0-11718


                                   Stevia Company, Inc.            
            _________________________________________________________________
              (Exact name of registrant as specified in its charter)


              Illinois                                    36-2967419 
             _______________________________         ____________________
              (State or other jurisdiction of         (I.R.S. Employer
              incorporation or organization)          Identification No.)


             1940 East Devon Avenue, Elk Grove Village,  Illinois     60007
             ______________________________________________________________
             (Address of principal executive offices)            (Zip Code)

      Registrant's  telephone  number,  including  area  code: (847) 593-0226 

          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 for such shorter period that the registrant was required to
          file such reports), and (2) has been subject to such filing
          requirements for the past 90 days.

          Yes   X   No                
              _____    _____

          Number of shares outstanding of common stock as of the close of
          the period covered by this report:  32,195,300

          Page 1 of 17 pages contained in the sequential numbering system.

<PAGE>

                           PART 1 - FINANCIAL INFORMATION



          Item 1.   FINANCIAL STATEMENTS




          Board of Directors and Shareholders
          Stevia Company, Inc.
          Elk Grove Village, Illinois






          The accompanying balance sheet of STEVIA COMPANY, INC. at October
          31,  1996 and the related statements of operations, shareholders'
          equity and  changes  in  financial position  for  the  six  month
          periods ended October 31, 1996  and 1995 were not audited; howev-
          er,  the financial statements  for the six  months periods ending
          October 31,  1996 and  1995 reflect  all adjustments  (consisting
          only of normal reoccurring adjustments) which are, in the opinion
          of  management, necessary  to  provide a  fair  statement of  the
          results of operations for the interim period presented.

          The financial statements  for the year ended April  30, 1996 were
          not audited pursuant  to Rule 210.3-11 promulgated  under Securi-
          ties and Exchange Act of  1934; however, the financial statements
          for the fiscal year ending April 30, 1996 reflect all adjustments
          (consisting only of normal reoccurring adjustments) which are, in
          the opinion  of management, necessary to provide a fair statement
          of the results of operations for the fiscal year presented.








                                STEVIA COMPANY, INC.




          December 6, 1996


                                          2

<PAGE>
<TABLE>



                                 STEVIA COMPANY, INC.
                                    BALANCE SHEET
                                        ASSETS
<CAPTION>

                                            October 31, 1996  April 30, 1996
                                              Unaudited         Unaudited  
                                            ________________  _______________
<S>                                         <C>               <C>
   CURRENT ASSETS
      Cash                                              681          1,431
      Accounts Receivables - Other (Note 3)           7,339          7,339
      Inventories                                    26,729         26,729
      Prepaid Expenses                                  529              5
                                            ________________   ______________
             Total Current Assets                    35,278         35,504  

     PROPERTY AND EQUIPMENT (Notes 1 and 3)
       Land                                           1,127          1,127
       Furniture and Equipment                       44,750         44,750
       Building                                     483,200        483,200
       Idle Equipment                               121,728        121,728
                                            ________________   ______________
                                                    650,805        650,805
     Less:  Accumulated Depreciation                (89,954)      ( 83,562)
                                            ________________   ______________
                                                    560,851        567,243  
                                            ________________   ______________
   OTHER ASSETS
     Patents, Net of Amortization                    14,025         14,675
     Investment in Affiliated Company
       (Note 4)                                         -               -  
                                            ________________   ______________
                                                    610,154        617,423
                                            ________________   ______________
</TABLE>
<TABLE>
<CAPTION>

                         LIABILITIES AND SHAREHOLDERS' EQUITY

<S>                                        <C>                <C>
   CURRENT LIABILITIES
     Accounts Payable                                31,023         33,268
     Notes Payable-Officer
      (Notes 4 and 6)                                 7,588          7,588
     Notes Payable-Other (Note 6)                     2,000              -
     Due to Affiliates (Note 5)                     338,851        328,772
     Accrued Executive Compensation                 124,524        124,524 
     Deferred Rent                                      224             56
     Accrued Expenses                                11,839         11,373
                                                 ___________  ______________
             Total Current Liabilities              516,049        505,581 
                                                 ___________  ______________
                                                 -----------  --------------
   NON-CURRENT LIABILITIES
     Tenant Security Deposit                          3,245          3,245 
                                                 ___________  ______________
   COMMITMENTS AND CONTINGENCIES                                         
     (Notes 5, 9 and 10)                                -             -  
                                                 ___________  ______________

   SHAREHOLDERS' EQUITY (Notes 4, and 7)
     Common Stock, No Par Value, 100,000,000
     Shares Authorized as of April 30, 1996
       and October 31, 1996; Issued 32,195,300
     Shares at April 30, 1996 and October 31,
        1996                                       2,088,001     2,088,001
     Additional Paid in Capital                          100           100
     Accumulated Deficit                          (1,997,241)   (1,979,504)
                                                _____________  ______________
                                                      90,860       108,597
                                                _____________  ______________
                                                     610,154       617,423
                                                 ____________  ______________

<FN>
   The accompanying notes are an integral part of the financial statements.

</TABLE>
                                      5
<PAGE>
<TABLE>

                               STEVIA COMPANY, INC.

                             STATEMENT OF OPERATIONS

                                    Unaudited
<CAPTION>

       
                                 Three Months Ended       Six Months Ended    
                                     October 31,             October 31,
                                  1996        1995       1996        1995 
                               __________  _________  __________  ___________
<S>                            <C>         <C>        <C>         <C>
    REVENUES
      Sales                           -           -          -          -  

    COST OF SALES                     -           -                     
                              __________  _________  __________  ___________
    Gross Profit (Loss)               -           -          -          -

     OPERATING EXPENSES
    Marketing                         -           -            28        - 
    Research and Development         260          676         650      1,352
     General and Administrative   15,616       17,371      28,967     30,268
                              ___________  _________  ___________ __________
                                  15,876       18,047      29,645     31,620
                              ___________  _________  ___________  _________
    Loss From Operations         (15,876)     (18,047)    (29,645)   (31,620)
                              ____________  _________  ___________  _________
     
   OTHER INCOME AND (EXPENSE)
      Rental Income                5,954       5,111      11,908       9,980
                              ____________  _________  ____________  ________

                                   5,954       5,111      11,908       9,980
                              ____________  _________  ____________  ________

    NET LOSS                     ( 9,922)    (12,936)    (17,737)    (21,640)
                              ____________  _________  ____________  ________
                                          
    NET LOSS PER COMMON SHARE             
       (Note 8)                   (.001)      (.001)      (.001)      (.001)
                              ____________  __________  ___________  ________
                        
   WEIGHTED AVERAGE COMMON
   SHARES OUTSTANDING          32,195,300   32,195,300  32,195,300  32,195,300
                               __________   __________  __________  __________

<FN>                                  
  The accompanying notes are an integral part of the financial statements.

</TABLE>
                                          6
<PAGE>
<TABLE>

                                  STEVIA COMPANY, INC.

                            STATEMENT OF SHAREHOLDERS' EQUITY

                             SIX MONTHS ENDED OCTOBER 31, 1996

                                         Unaudited
<CAPTION>

                                                                    Total
                                             Additional             Share-
                         Common Stock        Paid-in                holders'
                     Shares        Amount    Capital     (Deficit)  Equity 
                    __________  __________  _________  ___________ _________
<S>                 <C>         <C>         <C>        <C>         <C>
  BALANCE
    May 1, 1996      32,195,300   2,088,001    100      (1,979,504)  108,597

  NET INCOME (LOSS)       -          -          -       (   17,737) ( 17,737)
                    __________  __________  _________  ___________ _________

  BALANCE,
   October 31, 1996  32,195,300   2,088,001    100      (1,997,241)   90,860
                    __________  __________  _________  ___________ _________

<FN>
   The accompanying notes are an integral part of the financial statements
</TABLE>
<PAGE>
<TABLE>
                                 STEVIA COMPANY, INC.

                        STATEMENT OF CHANGES IN FINANCIAL POSITION

                                      Unaudited
<CAPTION>
       
                                                 Six Months Ended October 31,
                                                      1996             1995 
                                                 ______________    _________
<S>                                              <C>               <C>
  OPERATING ACTIVITIES:
   Net Loss                                          (17,737)       (21,640)
   Adjustments to Reconcile Net (Loss) to Net
   Cash Used by Operating Activities:
     Depreciation and Amortization                     7,043          9,022
    Changes in Operating Assets and Liabilities:
     (Increase) Decrease in Inventories
      and Prepaid Expenses                              (524)          (549)
   Increase (Decrease) in Accounts Payable and
     Accrued Expenses                                 (1,611)           573
   Increase (Decrease) in Due to Affiliates
     (Note 4)                                         10,079         10,737 
                                                  _____________    _________
   Net Cash Provided (Used) by Operating                                   
    Activities                                        (2,750)        (1,857)
                                                  _____________    _________

 INVESTING ACTIVITIES:
   Net Cash Provided (Used) by
   Investing activities                                  -               -  
                                                  _____________    _________

 FINANCING ACTIVITIES:
   Proceeds From (Repayments of) Notes (Note 6)        2,000            666 
                                                  ______________   _________
  Net Cash Provided (Used) by Financing
   Activities                                          2,000            666 
                                                  ______________   _________
 Increase (Decrease) in Cash and
   Cash Equivalents                                    ( 750)        (1,191)
 Cash and Cash Equivalents at
   Beginning of Period                                 1,431          1,479 
                                                  ______________   _________
 Cash and Cash Equivalents at End of Period              681            288 
                                                  ______________   _________

<FN>
    The accompanying notes are an integral part of the financial statements.
</TABLE>

                                          8

<PAGE>
<TABLE>

                                 STEVIA COMPANY, INC.

                             NOTES TO FINANCIAL STATEMENTS
           


          1.   Summary of Significant Accounting Policies:

               Inventories - Harvested  crop inventories are stated  at the
          lower of cost (determined by actual specific production cost)  or
          market value (less estimated cost of disposal).

               Components of inventories are as follows:

                                           October 31, 1996  April 30, 1996 
                                           ________________  ______________
                              Seeds             19,767           19,767
                              Leaves             6,962            6,962
                                           ________________  ______________
                                             $  26,729       $   26,729
                                           ________________  ______________

               Research  and Development, and Patents - Research and devel-
          opment expenditures, including depreciation  of laboratory equip-
          ment,  are charged  to  operations  as incurred.    The costs  of
          obtaining  patents,  primarily  legal fees,  are  capitalized and
          amortized over seventeen years on the straight-line method.

               Property and Equipment  - Property and equipment  are stated
          at  cost.  Depreciation and amortization are computed,  primarily
          on  the straight-line and accelerated methods, over the estimated
          useful lives of  the respective assets.   Repairs and maintenance
          are charged  to expenses  as incurred;  renewals and  betterments
          which  significantly extend the useful lives of existing property
          and equipment are capitalized.

          2.   Company Organization and Description:

               Stevia Company, Inc. was incorporated under the laws of  the
          State of Illinois on November 22, 1976.

               The Company was organized  primarily to engage in  the busi-
          ness of developing and manufacturing natural products,  including
          sweeteners, derived from the Stevia rebaudiana plant.

          3.   Property and Equipment:

               In  1986, the Company  completed construction of  a building
          for a  sweetener production  facility in  Pueblo,  Colorado on  a
          parcel of land (25 acres).  The net price for construction of the
          building  was $483,200.    The  Company  also  purchased  certain
          equipment for  its processing facility.   Completion of  the pro-
          cessing facility  was terminated  in 1987 due  to lack  of funds.
          See Footnote 11.


                                        9
<PAGE>


                                 STEVIA COMPANY, INC.

                             NOTES TO FINANCIAL STATEMENTS

               On September 1, 1993, the Company  entered into a three-year
          lease  for its  Pueblo, Colorado  facility  with an  unaffiliated
          third party.  The tenant  was granted two one-year options and  a
          first right of  refusal to purchase the Pueblo, Colorado facility
          in  the event  the Company  sells  or otherwise  disposes of  the
          facility.  The  lease provides for base  rent of $19,473  for the
          first  two years,  $20,466 for  the third  year, $22,394  for the
          first  option year  and  $23,264  for  the  second  option  year.
          Effective on September  1, 1996, the tenant  exercised its option
          to extend  the lease for one year.  At April 30, 1996 and October
          31, 1996,  the Tenant  owed $7,339  in upaid rent  and taxes  due
          under the lease.

          4.   Related Party Transactions:

               The Company was indebted to affiliated companies as follows:

                                                  October 31,    April 30,
                                                    1996           1996  
                                                  _________      _________
               F.K. Suzuki International, Inc.    $  70,412      $  70,412
               Biosynergy, Inc.                   $ 268,439      $ 258,360
                                                  _________      _________
                         Totals                   $ 338,851      $ 328,772
                                                  _________      _________
          
               The amount due to F.K. Suzuki International, Inc. is the net
          license fees due under an irrevocable exclusive license agreement
          with F.K.  Suzuki International, Inc.  described in Note  9, less
          certain prepayments  and discounts  with regard  to such  license
          agreement.

               The  Company shares  common  offices  with Biosynergy,  Inc.
          Each   company has incurred  certain shared office expenses which
          have been allocated to  the other company.   The Company has  not
          been able to reimburse Biosynergy,  Inc. on a regular basis which
          has resulted in a net payable  of $268,439 at October 31, 1996 as
          compared to a net payable of $258,360 at April 30, 1996.  

               The Company and its affiliates are related through Common  
          Stock ownership as follows on October 31, 1996.


                                          10

<PAGE>

                                STEVIA COMPANY, INC.

                            NOTES TO FINANCIAL STATEMENTS


          4.   (Continued)
                         
                                   S T O C K   O F   A F F I L I A T E S  
                          _________________________________________________
<S>                      <C>         <C>              <C>            <C>
                                                       F.K. Suzuki
                         Stevia      Biosynergy        International  Medlab
    Stock Owner          Company     Inc.              Inc.            Inc. 
    ___________          ________    __________        _____________  _____

   Stevia Company, Inc.    -         13.8%                  -           -
   Biosynergy, Inc.        .4%         -                    -           -
   F.K. Suzuki
    International, Inc.  55.8%       18.8%                  -       100.0%
   Medlab, Inc.            -           -                    -         -
   Fred K. Suzuki,
   Officer/Director        -           -                  35.6%       -
   Lauane C. Addis,
   Officer/Director        .1%         .1%                32.7%       -
   James F. Schembri,      .2%       12.9%                  -         -
    Director

</TABLE>
               On  July 7, 1983,  Biosynergy, Inc. (an  affiliated company)
          successfully   completed  a public  offering.   As  part of  this
          public offering  the Company  exchanged 1,058,181  shares of  its
          Common  Stock for 2,000,000  shares of Biosynergy,  Inc.'s Common
          Stock.  The Common  Stock of the Company had no book value at the
          time  of the exchange; thus  no dollar value  was assigned to the
          transaction.    The Company  has  sold 100,000  of  these shares.
          Although Biosynergy,  Inc.'s Common Stock  can be  traded in  the
          over-the-counter market,  there is no established  public trading
          market for such Common Stock due to limited and sporadic trades.

               In  June, 1993, Fred  K. Suzuki,  President of  the Company,
          advanced $7,587.75 to  the Company for  payment of the  Company's
          share of the costs, including  legal fees, of settling a lawsuit.
          Biosynergy, Inc., an affiliate, loaned  $3,000 to the Company for
          payment of real  estate taxes on  the Company's Pueblo,  Colorado
          facility.  See also Note 6.

          5.   Lease Commitments:

               The  Company shares offices  in Elk Grove  Village, Illinois
          with Biosynergy, Inc.  The  master lease for these offices, which
          expired October 31, 2001, is in the name of Biosynergy, Inc.  The
          total annual base rent for  these premises is $60,500.00 for year
          1, $68,199.96 for years  2 and 3, and $69,300.00 for  years 4 and
          5.  The Company's portion is $9,075.00 for year 1, $10,230.00 for
          years 2 and 3, and $10,395.00 for years 4 and 5.


                                          11
<PAGE>


                                STEVIA COMPANY, INC.

                           NOTES TO FINANCIAL STATEMENTS 

          6.   Notes Payable:  

               Notes Payable - Officer consists of the following:

               .    an unsecured  note dated July  1, 1993 in  the original
                    amount  of $7,588 payable to Fred K. Suzuki, President.
                    The note is due on demand and bears interest at 10% per
                    annum.  The principal  balance due at October 31,  1996
                    is $7,588.

               Notes Payable - Other consists of the following:

               .    an  unsecured  note  dated September  20,  1996  in the
                    original  principal   amount  of   $3,000  payable   to
                    Biosynergy,  Inc., an affiliate.  The note provides for
                    payment  in 2  monthly  installments  of principal  and
                    interest of  $1,521.57 commencing October  20, 1996 and
                    bears interest at 11.5% per annum.  The balance on this
                    note at October 31, 1996 is $2,000.

          7.   Shareholders' Equity:

               The  authorized capital  stock  of  Stevia  Company  is  one
          hundred million (100,000,000) shares of no par value Common Stock
          and  one  hundred thousand  (100,000)  shares of  $100  par value
          Preferred Stock.   The preferences,  qualifications, limitations,
          restrictions and  special or  relative rights  in respect  to the
          Preferred Stock are to be determined by the Board of Directors at
          the time of  their issuance, subject to limitations  set forth in
          the amended articles of incorporation.  As  of April 30, 1996 and
          October 31, 1996, no shares of Preferred Stock were outstanding.

               As of October 14, 1996,  all of the stock options  and stock
          appreciation rights for 230,000 shares of Common Stock granted to
          4 advisors,  directors, officers,  consultants, and employees  of
          the Company under  the Company's special incentive  plan expired.
          The Company had  reserved 400,000 shares of its  Common Stock for
          this plan.  

               On  November 1,  1989, the  Company's  Secretary, Lauane  C.
          Addis,  and President,  Fred K.  Suzuki, agreed  to forego  their
          salaries in exchange  for an option to purchase  83,333 shares of
          the  Company's no  par value  common  stock for  each month  they
          forfeited their  salary at  an option price  of $.025  per share.
          Accrual of these options was terminated effective April 30, 1991.
          These options may  be exercised until one year  after the respec-
          tive optionee receives  all deferred compensation due  at October
          31, 1989, the optionee's salary is reinstated, or the optionee is
          no longer  employed by the  Company, whichever is  later.  As  of
          October 31, 1996, none of these options have been exercised and a
          total  of 2,999,988  shares are  subject to  the options.   These
          options provide for adjustments to prevent dilution in the  event
          of capital reorganizations.


                                          12

<PAGE>

                                STEVIA COMPANY, INC.

                           NOTES TO FINANCIAL STATEMENTS 

               Mr. Suzuki was granted an option to convert all or a portion
          of his deferred compensation into  shares of the Company's no par
          value  common stock  at a  conversion rate  of $.025  of deferred
          compensation per share.   Conversion can only occur  in the event
          the  Company has  sufficient liquid  assets to  pay  all employee
          taxes due  upon issuance of  the shares.   A  total  of 1,448,917
          shares have been reserved for Mr. Suzuki's option.  No portion of
          the option has been exercised as of October 31, 1996.  The option
          provides for  adjustments to  prevent dilution  in  the event  of
          capital reorganizations.

          8.  Income (Loss) per share:

               Net income (loss) per share is computed based on the weight-
          ed average  number of shares  of Common Stock  outstanding during
          the period,  after giving effect to stock  splits.  The effect of
          exercise of  stock options  has  not been  presented as  exercise
          would be anti-dilutive.

          9.  Agreements, Licenses and Options:

               The Company  entered into  an irrevocable exclusive  license
          agreement with  F.K. Suzuki  International, Inc.,  parent of  the
          Company,  in 1983.  For an annual  fee of $75,000, payable begin-
          ning in January of 1987,  the Company received certain patent and
          other rights owned by F.K. Suzuki International, Inc.   Effective
          May 1,  1988, the license agreement was  amended to provide for a
          royalty  payment of  3%  of revenues  derived  from the  licensed
          technology in  lieu of  a set  fee.   There was  no fee  incurred
          during the six month period ending October 31, 1996.

          10.  Income Taxes:

               There is no provision for  income taxes in the  accompanying
          financial  statements due  to the  Company's  net operating  loss
          position.   At April 30,  1996, net operating  loss carryforwards
          are available and expire, if not used, as follows:

                                        1996               51,092
                                        1997              292,440
                                        1998              224,075
                                        1999              167,356
                                        2000              302,320
                                        2001              423,843
                                        2002              389,355
                                        2003              328,154
                                        2004              189,389
                                        2005              133,704
                                        2006               74,264
                                        2007               73,470
                                        2008               49,568
                                        2009              119,410
                                        2010               55,831
                                        2011               33,519
                                                       __________
                                                       $3,027,028
                                                      ___________

                                          13


<PAGE>

                                STEVIA COMPANY, INC.

                           NOTES TO FINANCIAL STATEMENTS 


               The Company  has adopted  Statement of  Financial Accounting
          Standards  (SFAS)  No.  109, "Accounting  for  Income  Taxes" for
          fiscal year ending April 30, 1994 as required by SFAS No. 109.

               The effect, if any, of  adopting Statement No. 109 on pretax
          income from  continuing operations is not material.   The Company
          has elected  not to retroactively adopt the provisions allowed in
          SFAS No. 109;  however, all provisions of the  document have been
          applied since the beginning of fiscal year 1994.

          11.  Management's Plans:

               In view of the fact that the Company  has incurred losses of
          $33,519,  $55,831, $118,910 for  the years ended  April 30, 1996,
          1995, and 1994, respectively, management of the Company recogniz-
          es the  viability of the  Company is contingent upon  the Company
          obtaining  financing  so  it cancommence  operations  or  acquire
          alternative  operations.  Before the Company can realize material
          operating revenues from its proposed operations, the Company must
          equipment  and commence operations of a processing facility.  The
          cost  of  equipping  a processing  facility  is  significant, and
          therefore the  Company's main objective  has been to  obtain such
          financing.  Management of the  Company has also pursued  alterna-
          tives, such as  licensing its technology, selling  Stevia Company
          or its  assets, or combining  Stevia Company with  another enter-
          prise.  No agreements have been entered into for consummating any
          such transaction, and  there can be no assurance  such a transac-
          tion will be forthcoming.

          12.  Unaudited Financial Statements:

               The Company's  Financial  Statements  for  the  fiscal  year
          ending April  30,1996 were not audited pursuant  to Rule 210.3-11
          of Regulation SX promulgated under the Securities Exchange Act of
          1934,  which provides  that an  inactive entity  need not  submit
          audited financial statements  with reports filed pursuant  to the
          Securities Exchange Act of 1934.  Aninactive entity is defined as
          an entity not having gross receipts from all sources and expendi-
          tures for all purposes in excess  of $100,000 each, which has not
          purchased or  sold any of  its own stock, granted  options there-
          fore,  or levied any assessments against outstanding stock during
          the applicable fiscal  year, which has had no  material change in
          business, including any material  acquisitions or dispositions of
          assets, and which  is not required to publish   audited financial
          statements  by  any  exchange or  governmental  authority  having
          jurisdiction.  In the opinion  of Management, the Company met the
          criteria of an  inactive entity for the fiscal  year ending April
          30, 1996.

                                          14
<PAGE>

          Item 2.   MANAGEMENT'S  DISCUSSION  AND   ANALYSIS  OF  FINANCIAL
                    CONDITION AND RESULTS OF OPERATIONS                    

          SALES/REVENUES
          ______________

               The  Company had no sales during  the quarter ending October
          31, 1996 ("2nd  Quarter") or the six month  period ending October
          31, 1996.   The Company did  not produce rebaudioside A  or other
          products on a commercial basis  during these periods, and was not
          expected  to have sales.   Subject to  commencement of commercial
          operations, Management continues to believe that a market for its
          Stevia products could be developed.

               During  the quarter  ending October  31,  1996, the  Company
          realized rental income of $5,954 from leasing its Pueblo, Colora-
          do facility  under a  three-year lease  (commencing September  1,
          1993)  to an  unaffiliated third  party.   This lease  grants the
          tenant first right of refusal  upon the sale of other disposition
          of  the Pueblo facility  and provides  for two  one-year options.
          Effective September 1,  1996, the tenant  exercised its right  to
          extend the lease for the first  option year.  The lease  provides
          for rent  of $19,743  for the  first two  years, $20,466  for the
          third year, $22,394 for the first option year and $23,264 for the
          second option year.

          COSTS AND EXPENSES
          __________________

               The overall operating  expenses of the Company  decreased by
          $2,171 or 12.02% during the  2nd Quarter as compared to the  same
          quarter ending  in 1995 and  decreased by $1,975 or  6.25% during
          the  six month period ended  October 31, 1996  as compared to the
          six month  period ended  October 31, 1995.   Most of  the current
          expenses  are  overhead  and  general  and  administration  items
          required to maintain the Company and its Pueblo, Colorado proper-
          ty.  It is not anticipated that  the expenses of the Company will
          materially  change until the  Company receives financing  or com-
          mences alternative operations.

          NET LOSS
          ________

               The Company realized a net loss of $9,922 in the 2nd Quarter
          as compared to a  net loss of $12,936 in  the comparative quarter
          in 1995  and realized  a net loss  of $17,737  for the  six month
          period  ending October  31, 1996  as compared  to a  net loss  of
          $21,640 during the same period in 1995.  The Company's continuing
          losses  are due  to the  lack of  operating revenues,  which will
          continue until  such time as the Company  produces its sweeteners
          and other products for  sale or can obtain alternative  revenues.
          See "LIQUIDITY AND CAPITAL RESOURCES" below.

                As of April 30, 1996,  the Company has incurred net operat-
          ing losses  aggregating $3,027,028.   There is  no provision  for
          income taxes in the Financial Statements due to the Company's net
          operating loss position.  Furthermore, the Tax Reform Act of 1986
          will  not materially  alter  the  Company's  net  operating  loss
          carryforward position, and the net operating loss carryforwards 


                                          15
<PAGE>

          will  be  available and  expire,  if not  used, as  set  forth in
          Footnote 10 to the Financial Statements for the 2nd Quarter.  See
          "FINANCIAL STATEMENTS."

          ASSETS/LIABILITY RATIO
         ______________________

               The  ratio of current assets to current liabilities (.068 to
          1) is not acceptable taking into consideration the Company's cash
          flow position.  The Company's current assets consist primarily of
          inventory and  a  receivable from  the  lessee of  the  Company's
          Pueblo, Colorado facility.  It  is unknown how much inventory the
          Company can sell, if any.  The Company is not producing inventory
          and there can be no assurance of long-term revenues, if any.  The
          inventory  consists primarily of  Stevia leaves, which  have been
          grown and  harvested by the Company  for use in  its initial pro-
          cessing  operations or for sale, and seeds  which may be used for
          growing  more  leaves.   See  "LIQUIDITY  AND  CAPITAL RESOURCES"
          below. 

          LIQUIDITY AND CAPITAL RESOURCES
          _______________________________

               The  Company's  net  working capital  decreased  by  $10,694
          during the six month period ending October 31, 1996.  The Compan-
          y's negative net working capital  is due to the continuing losses
          of  the Company.   The Company had  $1,431 in cash  and $7,339 in
          receivables at October 31, 1996.   This amount is insufficient to
          provide working  capital for the  ensuing quarter.    The Company
          does  not have,  nor does  it  anticipate obtaining  in the  near
          future, a working line of credit.

               The Company's ability to generate  cash adequate to meet its
          future needs depends  upon its  ability to  obtain financing  for
          revenue producing operations.  In the event the Company is unable
          to  obtain financing, management will seek out alternatives, such
          as licensing the Company's technology, selling the Company or its
          assets, leasing the  Company's Pueblo facility, or  combining the
          Company with  other  businesses.   In  this regard,  the  Company
          borrowed  $3,000 from Biosynergy, Inc., an affiliate, ("BSI") and
          used the proceeds to pay real estate taxes on the Pueblo, Colora-
          do facility.  See footnote 6 of the "FINANCIAL STATEMENTS".

               The Company  and BSI  share office space,  and as  a result,
          share certain expenses.  Both  companies account to each other on
          an  on-going  basis for  these  shared expenses.    The resulting
          payable as of  April 30,  1996 was  $258,360 and  $268,439 as  of
          October 31, 1996. The amounts  due to BSI reflect on-going trans-
          actions in the  ordinary course of business and  do not represent
          any extraordinary  transactions.   Expenses include  rent, salary
          for  common employees  and  related benefits,  payroll  overhead,
          utilities, and certain legal expenses.  Management of the Company
          believes it is more economical  to share these expenses with BSI,
          and will  likely continue to do so in  the near future.  However,
          there is  no assurance  BSI will  be in  a position  or agree  to
          continue to extend credit to the Company for these shared expens-
          es. 

               On September  1, 1993, the Company entered into a three-year
          lease  for its  Pueblo, Colorado  facility  with an  unaffiliated

                                          16

<PAGE>
          third party.  See "SALES/REVENUES".  The proceeds from such lease
          are  used to  offset  expenses of  the  facility and  to cover  a
          portion of  the general and administrative expenses of the Compa-
          ny.   However, the  cash flow  from leasing the  facility is  not
          sufficient to cover all  of the expenses of  the Company for  the
          ensuing  year, and  furthermore,  there can  be no  assurance the
          Company will be able to continue leasing the facility.

               The Company owns 1,900,000 shares of BSI common stock.  Such
          common  stock can be  traded in  the over-the-counter  market and
          stock prices  are recorded on  "pink sheets."   The bid  price at
          October 31, 1996  is unknown.   Although the  Company is free  to
          currently sell these shares of  Biosynergy, Inc. common stock, it
          does not have plans to do so in the near  future.  See Footnote 4
          of the "FINANCIAL STATEMENTS." 

                                      17

<PAGE>

                          PART II - OTHER INFORMATION  
                          ___________________________

          Item 6.   EXHIBITS AND REPORTS ON FORM 8-K.  
                    _________________________________

          A.   The  following  Exhibits  are  included  herein pursuant  to
               Section 601:

               (3)  

                    (a)  Articles of Incorporation (i)
              
                    (b)  By-Laws (ii)

               (10) Material Contracts.

                    (a)  Lease Agreement, dated  September 1, 1993, between
                         the Company and  Pacific Aero Manufacturing,  Inc.
                         (iii)

                    (b)  Promissory Note dated July 1, 1993 payable to Fred
                         K. Suzuki in the amount of $7,587.75. (iii)

                    (c)  Installment  Promissory Note  dated September  20,
                         1996, payable to Biosynergy, Inc. in the amount of
                         $3,000. 

               (15) Letter dated December 6, 1996, regarding interim finan-
          cial information. (iv)

               (27) Financial Data Schedule attached hereto as Exhibit 27.

          B.   No  Current Reports on Form 8K were filed  during the period
          covered by this Report.

         [FN]
          _________________________

                    (i)    Incorporated  by  reference  to  a  Registration
          Statement  filed on Form  S-18 with  the Securities  and Exchange
          Commission,  1933  Act, Registration  Number 2-87364C,  under the
          Securities Act  of 1933, as  amended, and incorporated  by refer-
          ence,  to the extent  of Articles of  Amendment, to  Form 10K for
          Fiscal Year Ending April 30, 1986 filed with the Securities and
          Exchange Commission.

                    (ii) Incorporated by  reference to Form 10K  for Fiscal
          Year Ending April 30, 1987 filed with the Securities and Exchange
          Commission.

                   (iii) Incorporated by  reference to Form 10K  for Fiscal
          Year ending April 30, 1994 filed with the Securities and Exchange
          Commission.

                    (iv)  This Exhibit is included in this report as a part
          of the  Financial Statements,  and is  incorporated by  reference
          herein.


                                          18
<PAGE>

                                   SIGNATURES


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

          STEVIA COMPANY, INC.

          Date December 11, 1996             /s/ FRED K. SUZUKI /s/    
                                             ______________________________
                                             Fred K. Suzuki, President,
                                             Chairman of the Board, Chief 
                                             Accounting Officer and       
                                             Treasurer

          Date December 11, 1996             /s/ LAUANE C. ADDIS /s/    
                                             ______________________________
                                             Lauane C. Addis, Secretary,
                                             Corporate Counsel and        
                                             Director

                                    17
<PAGE>

     
                                 SIGNATURES

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

          STEVIA COMPANY, INC.

          Date December 11, 1996                                       
                                             ______________________________
                                             Fred K. Suzuki, President,
                                             Chairman of the Board,  
                                             Chief Accounting Officer and 
                                             Treasurer

          Date December 11, 1996                                        
                                             ______________________________
                                             Lauane C. Addis, Secretary,
                                             Corporate Counsel and        
                                             Director


                                      17
<PAGE>                                                              
           
                        SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 10Q

                    Annual Report Pursuant to Section 13 or 15(d)


                                        of

                      THE SECURITIES AND EXCHANGE ACT OF 1934

                      For the period ending October 31, 1996
                           Commission File Number: 0-11718

                                  STEVIA COMPANY, INC.                
           _________________________________________________________________
                     (Exact name of registrant as specified in charter)

                                1940 East Devon Avenue
                          Elk Grove Village, Illinois 60007

                                   (847) 593-0226      
          _________________________________________________________________
            (Address  and telephone number of registrant's principal execu-
             tive office on a principal place of business)


                                       EXHIBITS 
                                       ________


<PAGE>                               EXHIBIT INDEX   
                                     _____________


                                                                Page      
                                                                Numbering
                                                                Pursuant to
                                                                Sequential
          Exhibit                                               Numbering
          Number            Exhibit                             System  
          _________________________________________________________________

          10(c)            Promissory Note                         E-3

          27               Financial Data Schedule                 E-1


<PAGE>