UNITED STATES
                                    SECURITIES AND EXCHANGE COMMISSION
                                            Washington, DC 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 December 31, 1995.

Commission File Number:             0-12661

Exact Name of Registrant as Specified in its Charter:         IMTEC, Inc.

State of Incorporation:                     Delaware

I.R.S. Employer Identification Number:                        03-0283466

Address of Principal Executive Offices:                One Imtec Lane
                                                       Bellows Falls, VT  05101

Registrant's Telephone Number:              802-463-9502



         Indicate  by check  mark  whether  the  registrant  (1) has  filled 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  shorted  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. [X] YES [ ] NO





APPLICABLE ONLY TO CORPORATE ISSUERS:

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

         Common shares outstanding as of January 31, 1996,   1,545,088



<PAGE>



                                   IMTEC, INC.

                                      INDEX

                                                                         Page #
Part I            Financial Information

                  Condensed Balance Sheets -
                       December 31, 1995 and June 30, 1995                3 - 4

                  Condensed Statements of Income -
                       Three Months and Six Months Ended
                           December 31, 1995 and 1994                        5

                  Condensed Statements of Cash Flows
                       Three Months and Six Months Ended
                           December 31, 1995 and 1994                        6

                  Notes to Condensed Financial Statements                 7 - 8

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

Part II  Other Information

         Item 4   Submission of Matters to a Vote of
                  Security Holders                                           11

         Item 6   Exhibits and Reports on Form 8-K                           11

         Signatures                                                          12



<PAGE>


                         PART I - FINANCIAL INFORMATION
                                   IMTEC, INC.
                            CONDENSED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                              December 31,              June 30,
                                                                 1995                    1995  .
                                                                (Unaudited)                 *
ASSETS

Current Assets:
<S>                                                          <C>                       <C>       
     Cash                                                    $  351,894                $  285,727
     Marketable Securities                                      300,000                   400,000
     Accounts and notes receivable: Trade, 
          less allowance for doubtful accounts:
              December 31, 1995 - $101,825
                  June 30, 1995 - $101,042                    1,140,580                 1,640,008

     Inventories                                              1,319,968                 1,241,964
     Prepaid expenses and deferred charges                      126,182                    78,683
     Deferred income tax                                        148,489                   148,489
                                                            -----------               -----------

                  Total Current Assets                        3,387,113                 3,794,871
                                                           ------------              ------------

Plant and equipment                                           3,519,419                 3,266,232
Less: Accumulated depreciation                                2,411,866                 2,237,151
                                                           ------------              ------------
                                                              1,107,553                 1,029,081
                                                           ------------             -------------

Other Assets:
     Deposits                                                     8,815                    28,205
     Computer software less accumulated amortization
         of $354,256 in 1996 and $317,718 in 1995,              139,982                   161,160
     Other intangibles less accumulated amortization of,
         $406,925 in 1996 and $362,535 in 1995                  227,101                   254,859
                                                            -----------               -----------
                                                                367,083                   444,224
                                                            -----------               -----------


                                                           $  4,870,564              $  5,268,176
                                                              =========                 =========
* From audited financial statements.
</TABLE>

                         The  accompanying  notes are an integral  part of these
condensed financial statements.



<PAGE>


                         PART I - FINANCIAL INFORMATION
                                   IMTEC, INC.
                      CONDENSED BALANCE SHEETS (CONTINUED)

<TABLE>
<CAPTION>
                                                              December 31,              June 30,
                                                                 1995                    1995  .
                                                                (Unaudited)                 *
LIABILITIES AND STOCKHOLDERS EQUITY

Current Liabilities
<S>                                                   <C>                       <C>              
     Notes payable - bank                             $               0         $               0
     Current installments of long term debt                           0                         0
     Current capital lease obligations                                0                         0
     Accounts payable                                           313,306                   636,721
     Income tax payable                                         (26,433)                    4,161
     Accrued liabilities
         Salaries and wages                                      89,258                   358,750
         Commissions                                            203,959                    67,113
         Other                                                  443,819                   801,872
                                                            -----------              ------------

                  Total Current Liabilities                   1,023,909                 1,868,617

Long term debt less current installments                              -                         -
Long term capital lease obligations                                   -                         -
                                                             ----------                ----------
                                                              1,023,909                 1,868,617
                                                             ----------                ----------

Stockholder's equity:
     Common stock - $.01 par value;
         authorized 5,000,000 shares, issued and outstanding:
         1,478,888 shares December 31, 1995
         1,470,138 shares June 30, 1995                          14,789                    14,701
     Additional paid-in capital                               2,227,102                 2,199,689
Retained Earnings                                             1,604,764                 1,185,169
                                                            -----------               -----------

                  Total Stockholder's Equity                  3,846,655                 3,399,559
                                                            -----------               -----------

                                                           $  4,870,564              $  5,268,176
                                                               ========                  ========

* From audited financial statements.
</TABLE>

                         The  accompanying  notes are an integral  part of these
condensed financial statements.



<PAGE>



<TABLE>
<CAPTION>
                                   IMTEC, INC.
                         CONDENSED STATEMENTS OF INCOME
                                   (Unaudited)

                                               Six Months Ended                   Three Months Ended
                                                   December 31,                       December 31,
                                               1995           1994                 1995          1994
                                               ----           ----                 ----          ----

<S>                                       <C>            <C>                  <C>             <C>       
Net Sales                                 $4,764,384     $4,114,963           $2,184,273      $2,261,396
Cost of Sales                              2,685,783      2,298,172            1,259,346       1,267,863
                                         -----------    -----------          -----------     -----------

              Gross Profit                 2,078,601      1,816,791              924,927         993,533

Selling, general and
     administrative expenses               1,090,016      1,038,138              403,271         564,259
Research and development
     expenses                                305,960        256,704              151,866         142,950
                                         -----------     ----------           ----------      ----------

              Operating Profit/(Loss)        682,625        521,949              369,790         286,324

Other Income (Expenses):
     Miscellaneous income
         and other expenses                   12,820         26,900                1,411          26,875
     Interest Expense                              0         (23,561)                  0         (13,077)
                                          ----------         --------           --------         --------

         Income (Loss) Before
              Income Taxes                   695,445        525,288              371,201         300,122
                                          ----------     ----------           ----------      ----------

Income Tax Expense (Benefit)                 275,850        191,827              147,237         108,957
                                           ---------      ---------            ---------       ---------

     Net Income (Loss)                    $  419,595     $  333,461           $  223,964      $  191,165
                                             =======        =======              =======         =======

Weighted average number of
     common shares and common
     shares equivalents outstanding        1,563,634      1,467,663            1,579,532       1,470,213

Earnings per common share and
     common share equivalents             $      .27     $      .23          $       .14      $      .13
                                              ======         ======               ======          ======
</TABLE>

                         The  accompanying  notes are an integral  part of these
condensed financial statements.


<PAGE>


<TABLE>
<CAPTION>
                                   IMTEC, INC.
                       CONDENSED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                                               Six Months Ended                   Three Months Ended
                                                   December 31,                       December 31,
                                               1995           1994                  1995         1994
                                               ----           ----                  ----         ----
Cash flows from operating activities:
<S>                                            <C>             <C>              <C>             <C>     
     Net Earnings                              $419,595        $333,453         $223,964        $191,165
     Adjust, to reconcile net earnings to,
     net cash provided by operating activities:
         Depreciation & amortization of
         property plant, equipment
         and other assets                       255,643         239,666          133,508         117,608

     Decrease(inc.) in accounts receivable      499,428        (585,490)         (53,849)       (181,642)
     Decrease(inc.) income tax refundable                       163,576                           50,890
     Decrease (inc.) in inventory               (78,004)       (469,809)         (41,596)       (422,561)
     Decrease (inc.) in prepaid expenses
         and other assets                       (28,109)        (25,895)          (5,898)        (10,223)
     Increase (dec.) in accounts payable       (323,415)        330,545          (64,819)        315,715
     Increase (dec.) in income tax payable      (30,594)         30,144         (122,213)         30,144
     Increase (dec.) in accrued liabilities    (490,699)        367,290         (300,130)        265,823
                                              ----------       --------        ----------       ---------
     Net cash from by operating activities      223,845         383,480         (213,033)        356,955
Cash flows from (used in) investment activities:
     Expenditures for property & equipment,
         computer software and other
         intangible assets                     (285,179)       (173,536)         (88,672)        (98,789)
                                              ----------      ----------       ----------      ----------
     Net cash used in invest. activities       (285,179)       (173,536)         (88,672)        (98,789)
Cash flows from (used in) financing activities:
     Principal notes payable to bank                           (149,224)                        (253,454)
     Proceeds from new long term debt
     Principal payments on long term debt                       (51,019)                         (16,641)
     Principal payments under capital
         lease obligations                                       (6,171)                          (3,694)
     Proceeds from issuance of stock             27,501           4,751                            2,748
                                              ---------        --------                        ---------
     Net cash provided by finance
         activities                              27,501        (201,663)               0        (271,041)
Net increase (decrease) in cash                 (33,833)          8,281         (319,705)        (12,875)
Cash at the beginning of period                 685,727           3,627          971,599          24,783
                                               --------      ----------         --------       ---------
Cash at the end of period                     $ 651,894      $   11,908        $ 651,894      $   11,908
                                                =======         =======          =======         =======
Supplemental Information Disclosures:
         Interest paid                                        $  23,561                        $  13,077
                                                              ---------                        ---------
         Income tax paid                      $ 306,444       $ 256,913        $ 269,450       $ 255,535
                                              ---------       ---------        ---------       ---------

                         ,The accompanying notes are an integral part of these condensed financial statements.
</TABLE>
<PAGE>

                                   IMTEC, INC.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)

1 -      Basis of Presentation

         The financial  information included herein is unaudited:  however, such
information  reflects all  adjustments  (consisting  solely of normal  recurring
adjustments)  which are,  in the  opinion of  management,  necessary  for a fair
statement of results for the interim periods.

         The results of operations  for the six month period ended  December 31,
1995 are not  necessarily  indicative of the results to be expected for the full
year.


2 -      Inventories

<TABLE>
<CAPTION>
         Inventories consist of:
                                                      December 31,          June 30,
                                                          1995                 1995

<S>                                                  <C>                 <C>        
Finished Products                                    $    11,128         $   403,512
Work in Process                                           35,096             121,200
Purchased Components                                   1,273,744           1,046,906
                                                     -----------         -----------
                                                       1,319,968           1,571,618
Less: Progress billing                                        --            (329,654)
                                                     -----------         -----------
                                                     $ 1,319,968         $ 1,241,964
                                                        ========            ========
</TABLE>

         Inventory  cost  consisted  of the  cost of  purchased  components  and
supplies, manufacturing labor and manufacturing overhead.


3 -      Liability for Estimated Product Warranty

         On December  31,  1995 and June 30,  1995,  the  Company  had  provided
$264,660 and $289,906  respectively,  against future product warranties based on
its  experience  with  customer  claims.  Warranty  expenses  charged  to income
amounted to  approximately  $57,704 for the six month period ended  December 31,
1995 and $29,944 for the six month period ended December 31, 1994.



<PAGE>



4 -      Earnings (Loss) per Common Share

         Primary  earnings  per share were  computed  by dividing  net  earnings
(loss) by the  weighted  average  number of shares of common  stock  equivalents
outstanding  during the year,  if  dilutive.  Common  stock  equivalents  (stock
options and warrants)  are assumed to be exercised  when they are issued and the
proceeds used to repurchase  outstanding shares of the Company's common stock at
the average price during the period.

         The fully-diluted computation is performed using the same method as for
the primary  computation,  except that the proceeds from exercised stock options
and  warrants  are assumed to be used to  repurchase  outstanding  shares of the
Company's  common  stock at the higher of the  average or  December  31,  market
price.

         The  average  number  of  common  share and  common  share  equivalents
entering into the  calculation of primary and  fully-diluted  earnings per share
are as follows:

<TABLE>
<CAPTION>
                                                       Six months ended December 31,
                                                            1995                1994

<S>                                                    <C>                 <C>      
Common shares                                          1,477,122           1,333,128
Options                                                   86,512              81,995
Warrants                                                       0              42,834
                                                      ----------          ----------
         Total for primary calculation                 1,563,634           1,457,957
Options                                                        0               7,899
Warrants                                                       0               1,808
                                                      ----------          ----------
         Total for fully-diluted calculation           1,563,634           1,467,663
                                                         =======             =======


                                                     Three months ended December 31,
                                                            1995                1994

Common shares                                          1,478,888           1,334,054
Options                                                  100,644              90,380
Warrants                                                       0              44,654
                                                      ----------          ----------
         Total for primary calculation                 1,579,532           1,469,089
Options                                                        0                 920
Warrants                                                       0                 205
                                                      ----------         -----------
         Total for fully-diluted calculation           1,579,532           1,470,213
                                                         =======             =======
</TABLE>



<PAGE>


                                   IMTEC, INC.
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS

               Three Months and Six Months Ended December 31, 1995
       as compared to Three Months and Six Months Ended December 31, 1994

         Revenues for the three months decreased approximately 3.4% and revenues
for the six months  ended  December  31,  1995  increased  approximately  15.8%,
respectively, over the corresponding periods in 1994.

         Revenues from the sales of Industrial  Bar Code Equipment were $943,933
and  $2,349,104  for the three and six month  periods  ended  December  31, 1995
compared to $1,065,662 and  $1,778,782 for the same periods in 1994.  Industrial
Bar Code Equipment  sales  represented  43.2% and 49.3% of total revenue for the
three month and six month periods ended  December 31, 1995 compared to 47.1% and
43.2%  respectively  for the same  periods  last  year.  It should be noted that
approximately $279,000 for the three months and approximately $1,059,000 for the
six months  ended  December  31,  1995  represented  sales to a single  customer
compared  to  approximately  $195,000  and  $550,000  respectively  for the same
periods  last year to the same  customer.  Equipment  backlog,  exclusive of the
single customer mentioned above, increased from $506,255 at December 31, 1994 to
$549,211 at December 31, 1995. The backlog for the order by the single  customer
mentioned  above was  approximately  $2,800,000 at December 31, 1994. That order
completed shipment in October, 1995.

         Revenues from Bar Code labels and printing supplies were $1,240,340 and
$2,415,280  for the three month and six month  periods  ended  December 31, 1995
compared to $1,195,734  and  $2,336,041  respectively  for the same periods last
year. Bar Code labels and printing supplies represented 56.8% and 50.7% of total
revenue  for the three  month and six month  periods  ended  December  31,  1995
compared to 52.9% and 56.8% respectively for the same periods last year.

         Cost of sale for the three  months and six months  ended  December  31,
1995 were 57.7% and 56.4% respectively, compared to 56.1% and 55.8% for the same
periods in 1994.

         Selling,  general and  administrative  expenses  were  $403,271 for the
quarter ended December 31, 1995 and $1,090,016 for the six months ended December
31,  1995,  as  compared  to  $564,259  and  $1,038,138   respectively  for  the
corresponding  periods ended  December 31, 1994. The decrease for the quarter is
the result of the Vermont  Supreme  Court's  ruling in favor of the Company in a
wrongful  termination suit, reversing a lower court's earlier ruling in favor of
the  plianiff,  in the amount of $175,000  plus  interest.  The Supreme  Court's
decision resulted in the Company's reversal of a $215,000 reserve,  the majority
of which was  originally  expensed  in June,  1994.  The effect of the  reversal
represents $.08 per share in earnings. Total backlog as of December 31, 1995 was
$1,486,852, all of which is shipable by June 30, 1996, compared to approximately
$4,100,000  ($2,800,000 was to a single customer mentioned above) as of December
31, 1994.


<PAGE>

         Development  and  engineering  expenses  for the three  months  and six
months ended  December 31, 1995 were $151,866 (6.9% of sales) and $305,960 (6.4%
of sales)  compared to $142,950  (6.3% of sales) and  $256,704  (6.2% of sales),
respectively,  for the same periods last year.  This increase  reflects  ongoing
commitment  to  advancing  the  Company's  technology  and the  efforts to bring
several new products to the market.

         Income tax expense is a direct  result of the  Company's  net income or
loss before taxes.

         Net income for the three months and six months ended  December 31, 1995
was  $223,964 and  $419,595,  respectively,  compared to $191,165 and  $333,461,
respectively, for the same periods ended December 31, 1994.

         As of December 31, 1995, the Company's  principal  available sources of
liquidity  were,  respectively,  from  operations  and a  $700,000  bank line of
credit, all of which was available as of December 31, 1995.

         Accounts receivable decreased by $499,428,  from $1,640,008 at June 30,
1995 to  $1,140,580  at December 31,  1995,  a direct  result of the increase in
efforts to encourage  customers to pay within terms. The average aged receivable
dropped from 59.9 days for the quarter ended  December 31, 1994 to 51.7 days for
the quarter ended December 31, 1995

         Inventories  increased by $78,008,  from $1,241,964 at June 30, 1995 to
$1,319,968 at December 31, 1995, as a result of increasing levels of business.

         The Company's capital commitments for fiscal 1996 are expected to be at
the same level as fiscal 1995.

         The  Company  believes  that it will be able to offset  the  effects of
inflation by selected price  increases in its products,  although it can give no
assurances in this regard.



<PAGE>



                           PART II - OTHER INFORMATION


Item 1 -      Legal Proceedings
              None

Item 2 -      Changes in Securities
              Not  applicable

Item 3 -      Defaults Upon Senior Securities
              None

Item 4 -      Submission if Matters to a Vote of Security Holders
              ---------------------------------------------------

              A.    December 4, 1995 - Annual Meeting of Stockholders

              B.    Election of Directors - all nominees elected

              C.    Proposal to Ratify Election of KPMG Peat Marwick LLP as 
                    Independent Certified  Public  Accountants for the Company's
                    fiscal year ending June 30, 1996.

Item 5 -      Information
              None

Item 6 -      Exhibits and Reports on Form 8-K
              None



<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 hereunto duly authorized.

                                                                     IMTEC, INC.






                                        BY:____/s/ Richard L. Kalich___________
                                                      Richard L. Kalich
                                            President & Chief Executive Officer






                                        BY:____/s/ George S. Norfleet III______
                                                       George S. Norfleet III
                                                        Secretary / Treasurer