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 9, 1995 was 273,879.


There are 11 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                                         10
Item 5.   Other Information                                         10
Item 6.   Exhibits and Reports on Form 8-K                          10



SIGNATURES                                                          11



                                       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             91          8,562
                                             ------------    -----------

          TOTAL CURRENT ASSETS                      2,049          8,580


PROPERTY AND EQUIPMENT
  Machinery and equipment                              59             68
                                             ------------    -----------

                                                       59             68
  Less allowance for depreciation                     (57)           (62)
                                             ------------     ----------

          TOTAL PROPERTY AND EQUIPMENT                  2              6

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

  Other assets                                         -0-            65

  Other assets of discontinued operation,
   Sundry                                              -0-           503
   Assets in escrow                                   975             -0-
                                             ------------    -----------

                                             $      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)
                               =======     ========     =======    =======


                                       5
<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.

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                            91                -0-
Inventories                                 -0-              4,831
Prepaid expenses                            -0-                166

Current assets of discontinued
  operation                              $   91             $8,562
                                         ======             ======

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

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

Escrow                                   $  975             $  -0-
Sundry                                      -0-                503
                                         ------             ------

Other assets of discontinued
  operation                              $  975             $  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
                                =======    =======        =======      =======


                                       9
<PAGE>


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



SALE OF SUBSIDIARY

As discussed in Note B to the financial  statements,  Capital  Industries,  Inc.
sold substantially all of the operating assets of its only subsidiary,  Truckpro
effective  September  30,  1995,  for cash.  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.
After expenses  related to the sale, the Company  reported a loss on the sale of
$765,000.  According to the sale  agreement,  the final  purchase  price will be
determined  by an audit of the  September 30, 1995 values of the net assets sold
as adjusted.  The buyer has contested  this  adjustment  and the Company and the
buyer are currently working to resolve the dispute.

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 remaining  assets of Truckpro on the books of the Company  include a current
receivable  relating to the  purchase  price  adjustment,  real estate which the
Company is attempting to sell and cash and notes being held in escrow in a trust
account  pursuant  to the  terms  of the  Asset  Purchase  and  Sale  Agreement.
According to the trust agreement,  distributions of available cash shall be made
from the trust  account to the Company on December 31,  1996,  December 31, 1997
and  September  30,  1998,  subject  to  adjustment  for claims of the buyer for
indemnification 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 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>


                           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:

         None

(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.



                                       11
<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:  February 9, 1995            /s/ O.U. Mutz
                                   --------------------------------------
                                   O.U. Mutz
                                   Chairman


Date:  February 9, 1995            /s/ Phillip A. Gough
                                   --------------------------------------
                                   Phillip A. Gough
                                   Vice President and Treasurer