SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

                  Quarterly Report Under Section 13 or 15(d) of
                       The Securities Exchange Act of 1934



       For Quarter Ended December 31, 1995 Commission file number 0-12450


                            CAPITAL INDUSTRIES, INC.

             (Exact name of registrant as specified in its charter)

               INDIANA                                   35-1359190
(State or other jurisdiction of                  (I.R.S. Employer
incorporation or organization)                   Identification No.)

 8900 Keystone Crossing, Suite 1150
 Indianapolis, Indiana                                       46240
(Address of principal executive offices)                   (Zip Code)

        Registrant's telephone number, including area code: 317-844-3722


         The registrant has not changed its name,  address or fiscal year during
the period covered by this 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 ___

   
         The number of shares  outstanding of the registrant's  common stock, as
of February 27, 1996 was 273,879.


There are 14 pages in this report.
    



                                       1
<PAGE>


                                      INDEX

                   CAPITAL INDUSTRIES, INC., AND SUBSIDIARIES



PART 1.   FINANCIAL INFORMATION                                     PAGE

Item 1.   Financial Statements (Without Audit)

    Condensed consolidated balance sheets -- December 31, 1995
    and March 31, 1995                                               3

   
    Condensed consolidated statements of operations and retained
    earnings -- Three months ended December 31, 1995 and 1994;
    Nine months ended December 31, 1995 and 1994                     5
    

    Condensed consolidated statements of cash flows -- Nine
    months ended December 31, 1995 and 1994                          6

    Notes to condensed consolidated financial statements --
    December 31, 1995                                                7


   
Item 2.   Management's Discussion and Analysis of Financial
          Condition and Results of Operations                        9


PART II.  OTHER INFORMATION

Item 1.   Legal Proceedings                                         12
Item 5.   Other Information                                         12
Item 6.   Exhibits and Reports on Form 8-K                          12
    



SIGNATURES                                                          13




                                       2
<PAGE>



                          PART I. FINANCIAL INFORMATION

                           ITEM 1. FIANCIAL STATEMENTS
                   CAPITAL INDUSTRIES, INC., AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                             (dollars in thousands)


                                             December 31,     March 31,
                                                1995            1995
                                              (Unaudited)      (Note)
                                             ------------     ---------

                                     ASSETS

   
CURRENT ASSETS
  Cash and cash equivalents                  $      1,932    $         6
  Prepaid expenses                                     26             12
  Current assets of discontinued operation            310          8,562
                                             ------------    -----------
          TOTAL CURRENT ASSETS                      2,268          8,580


PROPERTY AND EQUIPMENT- NET                             2              6

PROPERTY AND EQUIPMENT OF DISCONTINUED
   OPERATION - NET                                    333          1,784

OTHER ASSETS                                         -0-            65

OTHER ASSETS OF DISCONTINUED OPERATION
   Assets in escrow                                   756             -0-
   Sundry                                              -0-           503
                                             ------------    -----------
    

                                             $      3,359    $    10,938
                                             ============    ===========

Note: The balance sheet at March 31, 1995, has been derived from the audited
      financial statements at that date, with reclassifications for discontinued
      operation.

SEE Notes to Condensed Consolidated Financial Statements.


                                       3
<PAGE>



                   CAPITAL INDUSTRIES, INC., AND SUBSIDIARIES
                CONDENSED CONSOLIDATED BALANCE SHEETS (continued)
                             (dollars in thousands)

                                             December 31,     March 31,
                                                1995            1995
                                              (Unaudited)      (Note)


         LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accrued expenses                           $         20   $         36
  Current liabilities of discontinued
   operation                                          169          4,857
                                             ------------   ------------

          TOTAL CURRENT LIABILITIES                   189          4,893
                                             ------------   ------------


CONVERTIBLE SUBORDINATED DEBENTURES                    -0-         2,500

STOCKHOLDERS' EQUITY
  Common stock                                      1,195          1,195
  Paid-in capital                                   1,552          1,552
  Retained earnings                                   423            798
                                             ------------   ------------

          TOTAL STOCKHOLDERS' EQUITY                3,170          3,545
                                             ------------   ------------

                                             $      3,359   $     10,938
                                             ============   ============

Note: The balance sheet at March 31, 1995, has been derived from the audited
      financial statements at that date, with reclassifications for operation.

SEE Notes to Condensed Consolidated Financial Statements.




                                       4
<PAGE>




                   CAPITAL INDUSTRIES, INC., AND SUBSIDIARIES
      CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS
                                   (Unaudited)
                      (in thousands except per share data)

                                      Quarter Ended       Nine Months Ended
                                       December 31           December 31
                                    1995        1994        1995       1994

Net sales                         $  -0-      $  -0-      $  -0-     $  -0-
Cost of sales                        -0-         -0-         -0-        -0-
                                  -----       -----       -----      -----

  Gross profit                       -0-         -0-         -0-        -0-

  Selling, administrative &
     general                         56         109         290        334
  Depreciation and amortization       1           2           1          5
                                  -----       -----       -----      -----

       Total operating expenses      57         111         291        339
                                  -----       -----       -----      -----

   Loss from operations
   before other income (expense)
   and income taxes                 (57)       (111)       (291)      (339)

  Other income (expense)             34          -0-         31         (1)
  Interest expense                  (13)        (63)       (138)      (189)
                                  -----       -----       -----      -----

                                     21         (63)       (107)      (190)
                                  -----       -----       -----      -----

  Loss from continuing
   operations before income
   taxes (benefit)                  (36)       (174)       (398)      (529)

  Income taxes (benefit)             -0-        (11)        (27)       (32)
                                  -----       -----       -----      -----
  Loss from continuing
   operations                       (36)       (163)       (371)      (497)

  Income (loss) from discontinued
   operation, net of tax             -0-        (35)        761        449

  Loss on sale of discontinued
   operation, net of tax            (80)         -0-       (765)        -0-
                                  -----       -----       -----      -----

  Net (loss)                       (116)       (198)       (375)       (48)

Retained earnings at
  beginning of period               539         917         798        767
                                  -----       -----       -----      -----

Retained earnings at end
  of period                       $ 423       $ 719       $ 423      $ 719
                                  =====       =====       =====      =====

Net income (loss) per share:
 Continuing                    $ (0.13)    $  (0.59)    $ (1.35)   $ (1.81)
 Discontinued                    (0.29)       (0.13)      (0.02)      1.64
                               -------     --------     -------    -------

                               $ (0.42)    $  (0.72)    $ (1.37)   $ (0.17)
                               =======     ========     =======    =======


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<PAGE>


                   CAPITAL INDUSTRIES, INC., AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                             (dollars in thousands)

                                                     Nine Months Ended
                                                        December 31,
                                                   1995             1994
                                                   ---------------------
Cash flows from operating activities:
  Net loss from continuing operation            $    (371)     $      (497)
  Adjustments to reconcile net loss
   to net cash provided by operating activities:
  Depreciation and amortization                         1                5
  Increase in prepaid expenses                        (14)              (7)
  (Increase) decrease in other assets                  65                5
  Increase (decrease) in accrued expenses             (16)              63
                                                ----------     -----------

  Cash used by continuing operations                 (335)            (431)
                                                ---------      -----------

  Net (loss) Income from discontinued operation        (4)             449
  Adjustments to reconcile to cash provided
   (used) by discontinued operation:
  Loss on disposition of discontinued operation       765               -0-
  Increase in net assets of discontinued
   operation                                       (1,004)          (1,082)
                                                ----------     -----------
  Cash used by discontinued
   operation                                         (243)            (633)
                                                ----------     -----------
  Net cash used by operating activities              (578)          (1,064)
                                                ----------     -----------

Cash flows from investing activities:
  Proceeds from sale of discontinued operation      5,511                0
  Disposals of property & equipment, net                3                0

  Capital expenditures                                  0               (2)
                                                ---------      -----------
  Net cash provided (used) by investing
   activities                                       5,514               (2)
                                                ---------      -----------

Cash flows from financing activities:
  Net line of credit borrowings
   (repayments)                                      (430)           1,188
  Payments on long term liabilities                   (80)            (135)
  Redemption of Convertible Subordinated
   Debentures                                      (2,500)              -0-
                                                ---------      -----------
  Net cash provided (used) by financing
   activities                                      (3,010)           1,053
                                                ---------      -----------

  Net increase (decrease) in cash                   1,926              (13)

Cash at beginning of period                             6               15
                                                ---------      -----------

Cash at end of period                           $   1,932      $         2
                                                =========      ===========

Supplemental disclosures of cash flow information:
  Cash paid during the period for interest      $     219      $       271
                                                =========      ===========


                                       6
<PAGE>


                   CAPITAL INDUSTRIES, INC., AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
                                December 31, 1995


Note A - Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial  information and with the  instructions to Form 10-Q and Rule 10-01 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 adjustments (consisting
of normal recurring accruals)  considered necessary for a fair presentation have
been included.  Operating  results for the nine-month  period ended December 31,
1995, are not necessarily indicative of the results that may be expected for the
year ending  March 31, 1996.  For further  information,  refer to the  financial
statements as of and for the year ended March 31, 1995,  and footnotes  thereto,
included in the 1995 10-K.

Note B - Discontinued Operation

Effective  September  30, 1995,  Capital  Industries,  Inc.,  (the Company) sold
substantially all of the operating assets of its Truckpro Parts & Service, Inc.,
(Truckpro),  subsidiary,  including  cash,  accounts  receivable,   inventories,
certain prepaid  expenses,  equipment and certain real property.  The buyer also
assumed certain liabilities of Truckpro,  including accounts payable and certain
accrued expenses.  The buyer paid less than book value for inventory,  paid fair
market  value  for real  property  and paid book  value for all other  purchased
assets.  The liabilities  were assumed at book value.  After expenses related to
the sale, the Company realized a loss of $765,000.

At closing,  the Company received  $5,511,295 cash. This amount was an estimated
purchase  price  based upon the August  31,  1995,  net book value of the assets
purchased, as adjusted. According to the sale agreement, the amount of the final
purchase  price shall be determined  based upon the September 30, 1995,  audited
net book value of the assets  purchased,  as adjusted.  The buyer has  contested
this adjustment.

Proceeds from the sale were first used to repay bank  indebtedness.  By November
1,  1995,  the  Company  had  redeemed  all  of  the  $2,500,000  aggregate  10%
Convertible Subordinated Debentures.  During the current fiscal year the Company
has  begun  the  process  of   dissolution,   and  ultimately   will  make  cash
distributions to shareholders.


                                       7
<PAGE>


The assets and  liabilities  of Truckpro  as of December  31, 1995 and March 31,
1995,  have been  reclassified in the balance sheet as assets and liabilities of
discontinued operation and consist of the following:

                                       December 31,        March 31,
                                          1995               1995
                                       -----------------------------

   
Cash                                     $  -0-             $  160
Accounts receivable                         -0-              3,405
Other receivables                           310                -0-
Inventories                                 -0-              4,831
Prepaid expenses                            -0-                166
                                         ------             ------

Current assets of discontinued
  operation                              $  310             $8,562
                                         ======             ======

Property and equipment                   $  502             $2,584
Accumulated depreciation                   (169)              (800)
                                         ------             ------

Property and equipment of
  discontinued operation, net            $  333             $1,784
                                         ======             ======

Assets in escrow                         $  756             $  -0-
Sundry                                      -0-                503
                                         ------             ------

Other assets of discontinued
  operation                              $  756             $  503
                                         ======             ======
    

Bank line of credit                      $  -0-             $  430
Other debt                                  -0-                 80
Accounts payable                            -0-              3,406
Accrued expenses                            169                941
                                         ------             ------

Current liabilities of
  discontinued operation                 $  169             $4,857
                                         ======             ======

The following table presents  operating  results of Truckpro for the quarter and
nine month periods ended December 31, 1995 and 1994.

                                  Quarter Ended            Nine Months Ended
                                   December 31                December 31
                                 1995        1994          1995          1994
                                -------------------       -------------------

Net sales                       $   -0-    $ 6,253        $14,102      $20,480
                                =======    =======        =======      =======

Income (loss) from operations   $   -0-    $   (35)       $   761      $   449
                                =======    =======        =======      =======


                                       8
<PAGE>


                   CAPITAL INDUSTRIES, INC., AND SUBSIDIARIES
                  ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                December 31, 1995



   
RESULTS OF OPERATIONS

     Net sales of  Truckpro,  the  Company's  only  operating  subsidiary,  were
$14,102,000 in the nine month period ended  December 31, 1995.  These sales were
all  generated  prior to the sale of this  subsidiary  on  September  30,  1995.
Truckpro  reported net income from  operations of $761,000 for the period.  This
amount is  classified  as income from  discontinued  operation on the  Company's
financial statements.

     Continuing operations administrative expenses totalled $57,000 and $291,000
for the quarter and nine months ended  December 31,  1995,  respectively.  These
expenses were lower than expenses of $111,000 and $339,000  reported in the same
periods of the prior year. A decrease in salaries expense  accounted for most of
this change.

     Other income and expense totalled $34,000 in the December, 1995 quarter and
$31,000  for the  nine  month  period.  These  figures  predominantly  represent
interest  income  earned on the net cash  proceeds  from the sale of Truckpro as
discussed below.

     Interest  expense  decreased  to $13,000 for the third  fiscal  quarter and
$138,000 for the nine months  ended  December 31, 1995 from $63,000 and $189,000
for the same periods the prior year, respectively,  because of the redemption of
the Company's 10% Convertible Subordinated Debentures as discussed below.

     Continuing operations reported a net loss of $36,000 for the December, 1995
quarter and a net loss of $371,000 for the nine months  ended  December 31, 1995
compared to net losses of $163,000  and $497,000 for the quarter and nine months
ended December 31, 1994, respectively.

SALE OF SUBSIDIARY

     As  discussed  in Note B to the  financial  statements,  the  Company  sold
substantially  all of the  operating  assets of its only  subsidiary,  Truckpro,
effective  September 30, 1995,  for cash.  The net purchase price was $5,602,324
based upon the  audited  September  30,  1995  values of the net assets  sold as
adjusted per the sale agreement.
    


                                       9
<PAGE>

   

     The buyer paid book value for cash,  certain prepaid  expenses and deposits
with book values at September 30, 1995 totalling  $338,215.  Accounts receivable
were also sold at book value of  $3,276,162.  Inventories,  with a book value of
$4,697,565  were sold for  $4,310,613.  Property and  equipment  with a net book
value of  $1,398,269  were sold at fair  market  value of  $1,712,901.  Accounts
payable and certain accrued  expenses of $4,035,567 were assumed by the buyer at
book value. At closing,  the Company received  $5,511,295 cash  representing the
estimated  purchase price of the net assets sold based upon the August 31, 1995,
net book value of the assets sold, as adjusted.  The purchase  price  adjustment
due the Company from the buyer of $91,029 has been recorded as a receivable  and
classified in the balance sheet as current assets of discontinued operation. The
buyer has disputed the values of certain  reserves and  receivables  relating to
inventory  returns to vendors,  and has  therefore  not paid the purchase  price
adjustment.  The exact amount being disputed  cannot be determined at this time.
The buyer and the Company are making good faith efforts to resolve the dispute.

     After  expenses of the sale,  the Company  recognized a loss of $765,000 in
the nine month period ended December 31, 1995. This amount  included  $80,000 of
expenses incurred in the December 31 quarter, including legal expenses, expenses
of concluding employee benefit plans and adjustments resulting from the audit of
the September 30, 1995 values of the Truckpro net assets sold.

FINANCIAL CONDITION AND LIQUIDITY

     Concurrent with the sale, the Company repaid all bank  indebtedness  and on
or  before  November  1,  1995,  had  redeemed  all  $2,500,000   aggregate  10%
Convertible Subordinated Debentures. The Company currently has no debt.

     The  remaining  assets of Truckpro  on the books of the  company  include a
$91,029 receivable relating to the purchase price adjustment as discussed above,
$219,000 in  receivables  due from a trade  asociation,  real  estate  which the
Company is attempting to sell and cash and notes  totalling  $756,000 being held
in an escrow trust account  pursuant to the terms of the Asset Purchase and Sale
Agreement.

     The  purpose of the escrow is to provide a fund for a period of three years
from the date of the sale, for  satisfaction  of  indemnification  claims of the
buyer, if any, pursuant to the Asset Purchase and Sale Agreement.

     According to the escrow trust  agreement,  distributions  of available cash
shall be made from the escrow trust account to the Company on December 31, 1996,
December  31,  1997  and   September  30,  1998,   subject  to  adjustment   for
indemnification  claims of the buyer, if any, pursuant to the Asset Purchase and
Sale Agreement.

     The Company has previously  reported that a plan of dissolution  has begun,
and ultimately will make cash  distributions to shareholders after all necessary
approvals  have been  obtained.  The Company  expects to make the first of these
distributions  soon  after  receiving  shareholder  approval  of  the  plan  for
dissolution  of the Company and  subsequent  cash  distributions,  if any, on or
about December 31, 1996,  December 31, 1997 and September 30, 1998.
    


                                       10
<PAGE>


   
ESTIMATED DISTRIBUTIONS IF THE PLAN IS ADOPTED

     Based on the  assumptions  that, as of the record date for the  liquidating
distributions:  (i) the Company  will have  273,879  shares of its Common  Stock
outstanding and (ii) the Company will have reduced its contingent liabilities to
$333,000,  the Liquidating Trust will initially be funded with the Company's net
cash of  $5.10  for  each  share  of the  Company's  Common  Stock  outstanding.
Depending  upon the amount of net cash  proceeds  which the  Company  ultimately
realizes upon the liquidation of non-cash assets and the amount of the Company's
and its subsidiary's  contingent  liabilities which become actual liabilities as
well as  adminstrative  costs incurred in connection  with such  liquidation and
administration  of  the  Liquidating  Trust,  the  interests  of  the  Company's
shareholders in the  Liquidating  Trust may be worth $9.22 for each share of the
Company's Common Stock  outstanding or have little or no value.  THERE CAN BE NO
ASSURANCES  AS TO THE AMOUNT OF THE  COMPANY'S  NET CASH  PROCEEDS FROM NON-CASH
ASSETS OR THE AMOUNT OF THE COMPANY'S  CONTINGENT  LIABILITIES,  THE SIZE OF THE
LIQUIDATING  TRUST,  OR THE  VALUES SET FORTH  ABOVE,  WHICH ARE  PRESENTED  FOR
ILLUSTRATIVE  PURPOSES ONLY.  ACTUAL VALUES MAY VARY  SUBSTANTIALLY  BECAUSE THE
ACTUAL VALUE OF THE COMPANY'S ASSETS MAY BE MATERIALLY LESS THAN THOSE PRESENTED
IN THIS DISCLOSURE.

ACCOUNTING TREATMENT OF THE PLAN

     The  financial  statements  of the  Company  included  herein  reflect  the
necessary  reclassifications  for discontinued  operations following the sale of
Truckpro.  If the plan is adopted,  such financial  statements  will reflect the
transactions necessary to liquidate the Company. The Company will realize income
to the extent that such  liquidation  proceeds  exceed the net book value of the
assets  liquidated  and the  Company  will  realize  loss to the extent that the
liquidation proceeds are less than the net book value of the assets liquidated.

     Assuming that the projected liquidation proceeds reflected in the Company's
estimate  included  herein  under  "---Estimated  Distributions  if the  Plan is
Adopted"  are  correct,  the Company  would  realize an  additional  loss in the
liquidation.

     The  Company's  balance  sheet will be impacted by the  liquidation  of its
assets and an increase in cash to the extent of proceeds received. The Company's
stockholder's  equity will be reduced by any losses in the  liquidation and also
by the distributions paid to the shareholders.
    


                                       11
<PAGE>


                           PART II. OTHER INFORMATION

                   CAPITAL INDUSTRIES, INC., AND SUBSIDIARIES



ITEM 1.  LEGAL PROCEEDINGS

             None


ITEM 5.  OTHER INFORMATION

          Change in Transfer Agent and Registrar

          Effective  November 1, 1995,  the  Transfer  Agent and  Registrar  for
          Capital Industries, Inc. Common Stock is

          American  Stock Transfer and Trust Company 
          40 Wall Street New York, NY  10005
          Phone: 800-937-5449


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits:

   
         Exhibit 27
    

(b)  Reports on Form 8-K:

         On October 10, 1995, a report on Form 8-K/A was filed. The item
         covered by the report was:

         Item 2.  Acquisition or Disposition of Assets.




                                       12
<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.


                                   CAPITAL INDUSTRIES, INC.


   
Date:  March 4, 1996               /s/ O.U. Mutz
                                   --------------------------------------
                                   O.U. Mutz
                                   Chairman


Date:  March 4, 1996               /s/ Phillip A. Gough
                                   --------------------------------------
                                   Phillip A. Gough
                                   Vice President and Treasurer
    



                                       13