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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549

                                  FORM 10-K/A(1)

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


     For the fiscal year ended December 31, 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 2-66564

                            SPINNAKER INDUSTRIES, INC.
           ----------------------------------------------------- 
           (Exact name of Registrant as specified in its charter)

          DELAWARE                                      06-0544125
-------------------------------            -----------------------------------
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
  incorporation or organization)

600 N. PEARL ST.  SUITE 2160, DALLAS, TX                        75201
----------------------------------------                       ---------
(Address of principal executive offices)                       (Zip Code)

Registrant's telephone number, including area code             214-855-0322

Securities registered pursuant to Section 12(b) of the Act:  None
                                                             ----

Securities registered pursuant to Section 12 (g) of the Act:

                Common Stock .............................no par value
                                      Title of Class
                Class A Common Stock......................no par value
                                      Title of Class

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 by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulations S-K is not contained herein, and will not be contained to, the
best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K. [ ]

The total aggregate market value of the 1,256,118 shares of voting stock held by
non-affiliates of the Registrant (628,059 shares of Common Stock and 628,059
shares of Class A Common Stock) was $66,260,225 (based upon the closing bid of
the Registrant's Common Stock and Class A Common Stock in the NASDAQ on March
12, 1997 of $42.50 per share of Common Stock and $63 per share of Class A Common
Stock). The term affiliates is deemed, for this purpose only, to refer only to
directors, officers and principal stockholders of the Registrant.

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

The number of outstanding shares of the Registrant's Common Stock and Class A
Common Stock was 3,084,211 and 3,074,598, respectively, as of March 12, 1997,
for a total of 6,158,809.



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                                     PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENTS SCHEDULES, AND REPORTS ON FORM 8-K

(a)  The following documents are filed as part of this Form 10-K(A)(1) Annual
Report:

     (3)  Exhibits

          20   Registrant's Proxy Statement for its Annual Meeting of
               Stockholders to be held on May 29, 1997 (filed herewith).


     The Registrant will furnish copies of these Exhibits upon request and the 
payment of $.20 per page.  Requests should be addressed to Carol Allen, c/o 
Spinnaker Industries, Inc., 600 N. Pearl Street, Suite 2160, Dallas, Texas 
75201.



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                                  SIGNATURES


     Pursuant to the requirements of Section 13 or 15(d) 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.


Spinnaker Industries, Inc.


By: /s/ Ned N. Fleming, III
   ---------------------------------
    Ned N. Fleming, III
    Title: President

Date: April 30, 1997