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

                                    FORM 10-Q

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

For the quarterly period ended September 30, 1996

                                       OR

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

For the transition period from __________ to __________


Commission file number   1-5542

                             THE DEXTER CORPORATION
             (Exact name of registrant as specified in its charter)

CONNECTICUT                                                   06-0321410
(State or other jurisdiction of                           (I.R.S. Employer
incorporation or organization)                           Identification No.)

ONE ELM STREET, WINDSOR LOCKS, CONNECTICUT                    06096
(Address of principal executive offices)                    (Zip Code)

(860) 292-7675
(Registrant's telephone number, including area code)

N/A
(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 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....... 

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

        CLASS                          Outstanding at October 31, 1996

COMMON STOCK, PAR VALUE $1             23,792,186 SHARES
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                                     PART I

                              FINANCIAL INFORMATION

Item 1 -     Financial Statements

             Reference is made to the following consolidated financial
             statements which are incorporated herein by reference:

             (a)  Exhibit 99a - Condensed Statement of Income for the three
                  months and nine months ended September 30, 1996 and 1995.

             (b)  Exhibit 99b - Condensed Statement of Financial Position as of
                  September 30, 1996, December 31, 1995, and September 30, 1995.

             (c)  Exhibit 99c - Condensed Statement of Cash Flows for the nine
                  months ended September 30, 1996 and 1995.

             (d)  Exhibit 99d - Net Sales by Market for the three months and
                  nine months ended September 30, 1996 and 1995.

             (e)  Exhibit 99e - Notes to Consolidated Financial Statements.

             The unaudited financial data included herein as of September 30,
             1996 and 1995, and for the three and nine month periods then ended,
             have been reviewed by the registrant's independent public
             accountants, Coopers & Lybrand L.L.P., and their report is
             attached.


Item 2 -     Management's Discussion and Analysis of Financial
             Condition and Results of Operations

             The Company reported that earnings for the third quarter of 1996
             increased 25% to a record $11.7 million from earnings of $9.4
             million in the third quarter of 1995. Earnings per share increased
             28% to $.50 per share from $.39 per share in the third quarter of
             1995 on sales which were essentially even with last year. Compared
             with the third quarter of 1995, the increase in earnings per share
             includes the favorable impact of approximately $.16 per share from
             the net effect of lower raw material costs and selling price
             increases. This was somewhat offset by a $.01 per share unfavorable
             effect of currency exchange rates and $.01 per share unfavorable
             effect from a higher effective tax rate compared with the third
             quarter of 1995, and a less favorable sales mix.

             Sales for the third quarter of 1996 were $269.5 million compared
             with sales of $268.5 million in the third quarter of 1995. A 4%
             increase in unit volume was offset by a 3% decrease due to net
             acquisition and divestiture activity and a 1% decrease due to the
             effect of lower currency translation rates on international sales.

             Sales for the nine-month period ended September 30, 1996, were
             $832.4 million, a 2% increase compared with sales of $818.3 million
             for the same period last year. This increase includes a 3% increase
             due to unit volume, selling price increases averaging 1%, a 1%
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Item 2 -     Management's Discussion and Analysis of Financial
             Condition and Results of Operations, continued

             decrease due to the effect of lower currency translation rates on
             international sales, and a 1% decrease due to the net effect of
             acquisitions and divestitures.

             Earnings for the nine-month period of 1996, excluding the net gain
             from the second quarter 1996 disposal of product lines, were a
             record $36.4 million, or $1.53 per share. This represents a 14%
             increase in earnings and 17% increase in earnings per share,
             compared with results for the first nine months of 1995 of $31.8
             million, or $1.31 per share. This 17% increase in earnings per
             share includes the favorable net effect of selling price increases
             and lower raw material costs of approximately $.34 per share
             compared with the nine-month period last year. This was somewhat
             offset by the effect of unfavorable currency exchange rates of $.04
             per share due to the strengthening of the U.S. dollar against
             international currencies and an unfavorable product mix. Total
             earnings for the nine-month period, including the gain on divested
             product lines of $.04 per share, were $37.3 million, or $1.57 per
             share.

             Products with strong sales in the third quarter and first nine
             months of 1996 include aerospace materials, magnetic materials, and
             products at Life Technologies, Inc. Products with weaker
             performance in the third quarter and first nine months compared
             with last year include electronic packaging products for the
             semiconductor industry and food and beverage can coatings serving
             the international markets.

             Consolidated gross margin of 34.3% of net sales in the third
             quarter of 1996 improved 2.8 percentage points from 31.5% in the
             third quarter of 1995. Approximately three-quarters of this
             improvement was from Dexter operations, primarily resulting from
             lower raw material costs compared with the third quarter last year.
             The remaining improvement was attributable to increased gross
             margin on fetal bovine serum and higher gross margin on sales of
             product in Japan at Life Technologies, Inc. On a year-to-date
             basis, consolidated gross margin improved 2.5 percentage points
             compared with 1995, approximately half of this improvement was from
             Dexter operations resulting from the net favorable impact of
             selling price increases and raw material cost decreases.

             Marketing and administrative cost increased $2.8 million, or 5%,
             for the third quarter of 1996 and $13.1 million, or 8%, for the
             first nine months of 1996. This increase in each period was
             principally due to increased marketing and administrative expenses
             at Life Technologies, Inc., which included the consolidation of
             results from the 1995 acquisition of a controlling interest in
             their Japanese subsidiary.

             Other income was $3.2 million for the third quarter of 1996, an
             increase of $.9 million, or 40% from the third quarter of 1995.
             This increase is primarily due to higher net equity income from
             companies owned 50% or less.
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                                     PART II

                                OTHER INFORMATION


Item 6 -    Exhibits and Reports on Form 8-K

      (a)   Exhibit 4 - Rights Agreement dated August 23, 1996 between the
            registrant and ChaseMellon Shareholders Service L.L.C. was filed as
            Exhibit 4 to Form 8-K, which was filed with the Securities and
            Exchange Commission on September 9, 1996, and is hereby incorporated
            herein by reference.

            Exhibit 15 of Part 1 - Letter to Securities and Exchange Commission
            re: Incorporation of Accountants' Report

            Exhibit 27 of Part 1 - Financial Data Schedule

            Exhibit 99 of Part 1 - Third Quarter 1996 Financial Statements and
            Notes

      (b)   On September 9,1996, the registrant filed a Form 8-K covering a new
            rights agreement with ChaseMellon Shareholders Services L.L.C.. 
            


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                                   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.



                                       THE DEXTER CORPORATION


        November 12, 1996                /s/ Kathleen Burdett
Date...........................        ...................................

                                       Kathleen Burdett
                                       Vice President and
                                       Chief Financial Officer
                                       (Principal Financial Officer)




        November 12, 1996                /s/ George Collin
Date...........................        .................................

                                       George Collin
                                       Controller
                                       (Principal Accounting Officer)
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                                INDEX TO EXHIBITS







Exhibit No.

15       Letter to Securities and Exchange Commission re: Incorporation of
         Accountants' Report

27       Financial Data Schedule

99       Third Quarter 1996 Financial Statements and Notes