SECURITIES AND EXCHANGE COMMISSION 
                       WASHINGTON, DC 20549 
 
                          FORM 10-QSB 
 
         [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE 
                    SECURITIES EXCHANGE ACT OF 1934 
 
              For the quarterly period ended MAY 31, 1997 
 
        [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE 
                    SECURITIES EXCHANGE ACT OF 1934 
 
        For the transition period from            to 
 
 
                    Commission file number 0-17741 
 
 
                      EPOLIN, INC. 
   (Exact name of Small Business Issuer as Specified in its Charter) 
 
 
New Jersey                                                   22-2547226 
(State or Other Jurisdiction                           (I.R.S. Employer 
of Incorporation or                                      Identification 
Organization)                                                   Number) 
 
                         358-364 ADAMS STREET 
                       NEWARK, NEW JERSEY 07105 
               (Address of Principal Executive Offices) 
 
                            (973) 465-9495 
           (Issuer's Telephone Number, Including Area Code) 
 
Check  whether the Issuer (1) filed all reports required to be
filed by Section 13 or 15(d)  of the Exchange Act during the past 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                   No     X 
 
State the number of shares outstanding of each of the Issuer's classes of 
common equity, as of the latest practicable date: 
 
              Common, no par value per share: 11,611,555 
                   outstanding as of August 1, 1997 
 
<PAGE> 
 
                    PART I - FINANCIAL INFORMATION 
 
                      EPOLIN, INC. AND SUBSIDIARY 
 
 
                    Index to Financial Information 
                       Period Ended May 31, 1997 
 
 
 
     ITEM                                               PAGE HEREIN 
 
     Item 1 - Financial Statements: 
 
     Introductory Comments                                  3 
 
     Balance Sheet                                          4 
 
     Statement of Income                                    6 
 
     Statement of Cash Flows                                7 
 
     Notes to Consolidated Financial Statements             8 
 
 
 
     Item 2 - Management's Discussion and 
              Analysis or Plan of Operation                 13 
 
<PAGE> 
 
 
                      EPOLIN, INC. AND SUBSIDIARY 
 
                             MAY 31, 1997 
 
 
 
     The financial information herein is unaudited.  However, in the opinion  

of management, such information reflects all normal and recurring adjustments 
 
necessary for a fair presentation of the financial results for the periods 
 
being reported.   Additionally, it should be noted that the accompanying 
 
financial statements do not purport to be complete disclosures in conformity 
 
with generally accepted accounting principles. 
 
 
 
     The results of operations for the three months ended May 31, 1997 are  
 
not necessarily indicative of the results of operations for the full fiscal 

year ending February 28, 1998. 
 
 
 
     These condensed statements should be read in conjunction with the  
 
Company's audited financial statements for the fiscal year ended February 28, 
 
1997. 
 
<PAGE> 
 
 
                     EPOLIN, INC AND SUBSIDIARY 
 
                             BALANCE SHEET 
 
                              (Unaudited) 
 
                                ASSETS 
 
                             MAY 31, 1997 
 
 
Current assets: 
     Cash and cash equivalents              $    225,010 
     Accounts receivables (Note 3)               267,227 
     Inventories (Note 4)                        365,920 
     Related party receivables: (Note 11) 
      Advances                                     4,056 
      Loan                                           200 
     Prepaid expenses: 
      Income Taxes                                10,145 
      Other                                       14,764 
     Deferred taxes (Note 5)                     100,555 
     Total current assets                        990,577 
 
Property, plant and equipment - at cost: 
  Machinery and equipment                        203,043 
  Furniture and fixtures                          11,036 
  Leasehold improvements                         429,037 
 
   Total                                         643,116 
 
Less: Accumulated depreciation  
      and amortization                           510,424 
                         
  Net depreciated cost                           132,692 
 
Other assets: 
 
  Loan receivable - related party (Note 11)       81,531 
  Deferred taxes (Note 5)                        199,494 
  Security deposits                               37,070 
  Cash value - life insurance policy  
   (Note 10)                                      23,902 
                                                   
    Total other assets                           341,997 
                                       
       Total                                  $1,465,566 
 
<PAGE> 
 
 
                          EPOLIN, INC. AND SUBSIDIARY 
 
                           BALANCE SHEET (CONTINUED) 
                                  (Unaudited) 
 
                     LIABILITIES AND STOCKHOLDERS' EQUITY 
 
                                 MAY 31, 1997 
 
 
Current liabilities: 
  Accounts payable                          $      9,057 
  Accrued expenses                                31,886 
 
  Total current liabilities                       40,943 
Deferred compensation (Note 10)                   23,053 
    Total liabilities                             63,996 
 
Commitments (Note 10) 
 
Stockholders'equity: 
  Preferred stock, $2.50 par value:             940,000 
   shares authorized; none issued 
Series A convertible non-cumulative  
   preferred stock, $15.513 par value;  
   redemption price and liquidation  
   preferences 60,000 shares 
   authorized: 5,478 shams issued and  
   redeemed                                         
Common stock, no par value; 20,000,000 
   shares authorized: 11,654,000 shares  
   issued and outstanding at 1997 and 1996    2,206,983 
 
Common stock unissued (Note 6)                   10,000  
 
Paid-in capital                                   6,488  
 
Accumulated deficit                            (821,899) 
 
   Total                                      1,401,570 
 
 Less treasury stock (Note 7)                        -  
 
Total stockholders' equity                    1,401,570 
 
               Total                      $   1,465,566 
 
 
<PAGE> 
 
                          EPOLIN, INC. AND SUBSIDIARY 
 
                              STATEMENT OF INCOME 
                                  (Unaudited) 
 
                        THREE MONTHS ENDED MAY 31, 1997 
 
 
Sales (Notes 2 and 3)                     $  343,460 
 
 
Cost of expenses: 
 
Cost of sales                                127,080 
Selling, general and administrative 
 expenses (Notes 2,7,8 & 10)                 177,517 
 
                 Total                       304,597 
Operating income                              38,863 
Other  - Interest                              2,364 
Income before taxes                           41,277 
 
Income taxes (Note 5)                             - 
 
Net income                                   $41,227 
 
Per share data: 
 
  Net income per common share                $     - 
 
  Weighted average number of 
   shares of common outstanding              $11,611,555 
 
 
<PAGE> 
 
                       EPOLIN, INC. AND SUBSIDIARY 
 
                            STATEMENT OF CASH FLOWS 
                                  (Unaudited) 
 
                        THREE MONTHS ENDED MAY 31, 1997 
 
Cash flows from operating activities: 
 
  Net income                                    $ 41,227 
  Adjustments to reconcile net income 
    to net cash provided by operating 
    activities: 
      Depreciation and amortization               14,829 
  Changes in assets and liabilities: 
    Accounts receivable                          (40,703) 
    Inventories                                  (24,232) 
    Advances and loans                            15,841 
    Accounts payable                              (9,668) 
    Accrued Expenses                              (1,328) 
    Taxes payable - payroll                       (6,347) 
 
    Net cash provided by operating activities    (10,381) 
 
Cash flows from investing activities: 
Related party loan                               (10,027) 
Payments for equipment - net                      (4,385) 
 
    Net cash used by investing activities        (14,412) 
 
Decrease in cash                                 (24,793) 
 
Cash and cash equivalents: 
 
  Beginning                                      252,803 
  Ending                                        $228,010 
 
Supplemental Disclosure of Cash Flow  
 Information: 
 
  Income taxes paid                             $    175 
 
<PAGE> 
 
                          EPOLIN, INC. AND SUBSIDIARY 
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
                                  MAY 31, 1997 

NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION:

    Epolin, Inc. (the "Company") was incorporated on May 8, 1984
pursuant to the laws of the State of New Jersey to develop, manufacture
and market a  class of monomer and polymer formulations with applications
in the composition and manufacture of a new type of highly protective and 
durable material.  The Company's activities during its development
stage from May 8, 1984 (inception) through February 28, 1990 had been
substantially devoted to developing its principal products.  Active
operations in the monomer and polymer technologies have ceased.

    The Company's wholly-owned subsidiary, Accort Labs, Inc., is
engaged in the development, production and sale of near infrared dyes to the
optical industry for laser protection and welding applications and
other dyes, specialty chemical products that serve as intermediates and
additives used in the adhesive, plastic, aerospace, pharmaceutical, flavors
and fragrance industries to customers located in the eastern part of the
United States.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:


CASH  AND  CASH EQUIVALENTS - For purposes of preparing the statement of cash
flows, cash  and  cash  equivalents  include  cash  in  bank and money market
accounts.

INVENTORIES - Consists of raw materials, work in process  and finished goods
valued at the lower of cost or market under the first-in, first-out method.

PROPERTY  AND  EQUIPMENT  -  Stated  at  cost  less accumulated depreciation.
Provisions for depreciation are computed on the  straight-line 
and declining balance methods, based upon the estimated useful lives of the
assets.

LEASEHOLD  IMPROVEMENTS  -  Stated  at  cost  less  accumulated amortization,
amortized over the lesser of the term of the related  lease  or the estimated
useful lives of the assets.

Depreciation and amortization expense totaled $14,829 for the three months 
ended May 31, 1997.

INCOME TAXES -The Company accounts for income taxes  under Statement  of  
Financial  Accounting  Standards  No. 109, "Accounting for Income taxes."
Under Statement 109, the asset and liability method is used in accounting
for  income  taxes.   Deferred  taxes  are   recognized   for  temporary
differences  between  the  basis  of assets and liabilities for financial
statements  and income tax purposes.   The  temporary differences  relate
primarily to  different  accounting  methods  used  for depreciation and
amortization of property and equipment, goodwill, allowance for doubtful
accounts and net operating loss carry forwards.  A valuation allowance is
recorded  for  deferred  tax assets when it is more likely than not  that
some or all of the deferred  tax  assets  will  not  be realized through
future operations.

USE OF ESTIMATES - The preparation of financial statements  in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of 
assets and liabilities  and disclosure of contingent assets and liabilities  
at  the date of the financial  statements  and  the amounts of sales
and expenses during  the reporting period.  Actual results  could  differ 
from  those estimates.

NOTE 3 - ECONOMIC DEPENDENCY:

A material  portion  of  the  Company's  business is dependent on certain
domestic customers, the loss of which could  have  a  material effect on
operations.  During the three months ended May 31, 1997 approximately 50.4%
of  sales  were  to three customers.  Four customers comprised 
73.1%  of  accounts receivable at May 31, 1997 with locations in the Eastern 
United States.

NOTE 4 - INVENTORIES:
    Raw materials and supplies             $   17,442
    Work in process                             2,741
    Finished goods                            345,737

                        Total                $365,920


NOTE 5 - INCOME TAXES:

  Deferred tax assets at May 31, 1997  represents  recognition 
of net  operating  loss  carryforwards  and  for differences in using
accelerated  depreciation methods for book purposes as follows:

    Total deferred tax assets              $413,263            
    Less:   valuation allowance             113,214 
     Net deferred tax assets                300,049            
    Current portion                         100,555     
    Non-current portion                    $199,494     

  Deferred tax assets 
   include the following:

  Net operating loss carryforwards         $204,159            
  Temporary differences - 
  principally accelerated 
  amortization of leasehold
  improvements for book purposes             95,890   

                                           $300,049   

For  Federal  tax  purposes,  the  Company  has  available 
approximately $619,000 of net operating loss carryforwards  as  of May 31,
1997, which  expires in  the  years 2005 through 2007.  In addition,
there  are State net operating loss  carryforwards of approximately
$1,275,000 which expires in the years 1997 through 2004.

NOTE 6 - EMPLOYEE BENEFITS:

SIMPLIFIED EMPLOYEE PENSION PLAN - Effective  June  1,  1994, 
the Company initiated  a  prototype  covering all eligible participating
employees  as defined. Employer contributions  totaled  $2,846 for the three
months ended May 31, 1997.

INCENTIVE COMPENSATION PLAN - On December 1989,  the  Company approved the
1989   Incentive  Compensation  Plan  for  the  purpose of attracting  and
retaining  key personnel.  All employees of the Company  are eligible  to
participate  in  the  plan whereby incentive bonuses are determined by the
Board of Directors and payable in shares of common stock.

Shares issued are determined at fifty percent of the closing bid price and
vested and delivered over a three year period.

At May 31, 1997, 20,000  vested  shares  of  common  stock covering a
previously awarded bonus have not been issued to an employee.

EMPLOYEE  STOCK OPTION PLAN - The Company previously adopted  an  Employee
Stock Option  Plan  ("Plan").   As of April 1996, options may no longer be
granted under the Plan.  Under the  terms  of  the  Plan, options granted
thereunder  could  be  designated as portions which qualify for incentive
stock option treatment under  Section 422A of the Internal Revenue Code of
1986, as amended, or options which do not qualify.

      OUTSTANDING OPTIONS:
          Shares allocated                          $490,000

          Option price                              $   0.04

          Balance outstanding February 28, 1997     $      -

                 Granted                             490,000
                 Expired                                   -
                 Exercised                                 -      
             
          Balance outstanding May 31, 1997          $490,000

     All outstanding options are exercisable currently.

NOTE 7 - TREASURY STOCK:

Represents 42,445 shares returned  to  Company  when shares were deemed to
have no market value.


NOTE 8 - RESEARCH AND DEVELOPMENT:

Included  in  selling, general and administrative expenses  are  costs  of
$44,729 for the three months ended May 31, 1997.

NOTE 9 - ACQUISITION:

On April 5, 1989, the Company acquired Accort Labs, Inc. in a business
combination accounted  for  as  a  pooling of interests which became a
wholly-owned subsidiary through the  exchange  of  896,424  shares  of
common stock for all of its outstanding stock.

NOTE 10 - COMMITMENTS:

On October 17, 1996, the premises leased from 350 South Street Partnership
was  purchased  for  $450,000  by  Epolin  Holding  Corp.,  a  New  Jersey
Corporation,  controlled by Dr. Murray S. Cohen and Mr. James A. Ivchenko,
officers/stockholders of Epolin, Inc. This transaction was approved by the
Board of Directors  in  June  1996  based  upon  the  terms  of a $350,000
mortgage obtained from the Broad National Bank wherein personal guarantees
of  Dr.  Murray S. Cohen and Mr. James A. Ivchenko were mandatory.   Other
directors declined to participate in this transaction. 

The down-payment  of $100,000 was obtained from Epolin, Inc., evidenced by
a five (5) year promissory  note  of  $75,565  (net  of a three (3) months
security  deposit  under  the terms of a five (5) year lease)  payable  in
monthly payments of $1,541 including interest at an annual rate of 8.25%.

The lease, entered into on  the  same day as the purchase of the property,
is for a term of five (5) years with  three  (3)  five (5) year options at
annual  rentals  of $97,740 subject to a Cost of Living  Index adjustment
from the start of  the  second year.  Rent includes reimbursed real estate
taxes and insurance expenses under terms of the lease.

     The minimum annual rentals under the lease are as follows:


          YEARS ENDED
          FEBRUARY 28,        AMOUNTS

            1998              $97,740
            1999               97,740
            2000               97,740
            2001               97,740
            2002               65,160

Rental expense charged to  operations  amounted to $24,435 for the three months
ended May 31, 1997.

DEFERRED COMPENSATION - On December 29, 1995, the Company entered
into a   deferred  compensation  agreement  with  an  officer  
whereby   annual compensation of $19,645 plus interest would be deferred 
until such time the officer  reaches  age  65 or is terminated.  The 
obligation is being funded with  a  life  insurance  policy.   Annual  
payments  of  $32,000  for  ten consecutive years shall commence  the  first 
day of the month  following the executive's 65th birthday or termination.

LICENSING AGREEMENT - The Company entered  into  a licensing agreement
in November 1985 (amended 1988) with one of its stockholders (now deceased)
for  the  exclusive  right to manufacture, produce, market,  use and  sell
products and materials under U.S. Patent 4,387,215 related to the Company's
now abandoned expanding  monomer  technology.   Included in its terms was a
commitment for payment of annual fixed royalties  of  $50,000 and  royalty
payments as a percentage of gross sales.  Payment due November 30, 1989 was
paid over the twelve-month period ending May 1990, with subsequent payments
postponed  until  such  time  as  demand  for  Expanding Monomer technology
commenced.  The Company abandoned this technology and has since reversed to
income  all  accruals  made  in prior years that related  to  unpaid  fixed
royalty payments.  Under the terms  of  the  agreement, the  licensor's only
remedy  against  the Company for non-payment of  any  prior fixed  royalty
payment is cancellation  of the license agreement. To date, no notification
regarding the termination  or  cancellation  of the licensing agreement has
been received from the licensor's estate.


NOTE 11 - RELATED PARTY TRANSACTIONS:

At May 31,  1997,  the Company has advanced  Epolin  Holding  Corp.
(controlled by the officers/stockholders  of  the Company) $4,056 covering
expenses related to the purchase of the premises leased by the Company.

Loan receivable - related party consists of the  remaining amount due from
loan by the Company to Epolin Holding Corp. covering  the down payment for
the purchase of the premises.


<PAGE>


Item 2.  Management's Discussion and Analysis or Plan of 
         Operation. 
 
                                                                
The  following discussion should be read in conjunction with the
Financial  Statements and Notes thereto included in this report and is
qualified in  its entirety by the foregoing. 
 
Overview 
                                                               
Epolin,  Inc. ("Epolin") is a manufacturing and research and development
company which was incorporated  in the State of New Jersey in May 1984.  
The Company is principally  engaged in the development, production
and sale of near infrared dyes to the optical industry for laser protection
and for welding applications and other dyes, specialty chemical products
that serve as intermediates and additives used in the adhesive, plastic,
aerospace, pharmaceutical, flavors and fragrance industries to a group of
customers primarily in the United States, Europe, Australia and the Far
East. 
 
Results of Operations 
                                                              
Sales for  the three months ended May 31, 1997 were approximately $343,000
while operating income was approximately $39,000.  For the entire
fiscal year ended May 31, 1997, the Company reported sales of approximately 
$1,414,000 and operating income of approximately $297,000.  Cost
of sales for the three months ended May 31, 1997 was approximately
$127,000 and the Company's selling, general and administrative expenses 
for the three months ended May 31, 1997 were approximately $178,000. 
                                                              
During the three months ended May 31, 1997, the Company realized
approximately $2,400 in interest income.  Net income before and after taxes 
for the three months ended May 31, 1997 was approximately $41,000. 
 
Liquidity and Capital Resources 
                                                                
As of May 31, 1997, the Company had working capital of approximately
$950,000 as compared to working capital of approximately $908,000 as of
February 28, 1997, an increase of approximately $42,000.  The Company's 
equity to debt ratio was approximately 21.9 to 1 as of May 31, 1997 as 
compared to an equity to debt ratio of 16.7 to 1 as of May 31, 1997. 
Stockholders' equity as of May 31, 1997 was approximately $1,402,000 as
compared to stockholders' equity of approximately $1,360,000 as of May 31,
1997. As of May 31, 1997, the Company had approximately $228,000 in
cash and cash equivalents, total assets of approximately $1,466,000 and total
liabilities of approximately $64,000, as compared to $253,000 in cash and
cash equivalents, total assets of approximately $1,440,000 and total
liabilities of approximately $81,000 as of May 31, 1997.  The Company
believes that its available cash, cash flow from operations and projected
revenues will be sufficient to fund the Company's operations for at least
the next 12 months. 
                                                                
The Company does not anticipate making any significant additional
capital expenditures in the immediate future as it believes its present
machinery and equipment will be sufficient to meet its near term needs. 
                                                                
Inflation has not significantly impacted the Company's operations. 
 
 
 
 
<PAGE> 
                    PART II - OTHER INFORMATION 
 
 
Item 1.   Legal Proceedings. 
                                                                  
          None. 
 
Item 2.   Changes in Securities. 
 
          None. 
 
Item 3.   Defaults Upon Senior Securities. 
 
          None. 
 
Item 4.   Submission of Matters to a Vote of Security-Holders. 
 
          None. 
 
Item 5.   Other Information. 
 
          None. 
 
Item 6.   Exhibits and Reports on Form 8-K. 
 
          (a)  Exhibits. 
 
          There are no exhibits applicable to this Form 10-QSB. 
 
          (b)  Reports on Form 8-K. 
 
          Listed below are reports on Form 8-K filed during the 
          fiscal quarter ended May 31, 1997. 
 
          None. 
 
 
 
<PAGE> 
 
                            SIGNATURES 
 
                                                                
In accordance with the requirements of the Exchange Act, the
Registrant caused this Report to be signed on its behalf by the undersigned
thereunto duly authorized. 
 
 
                                     EPOLIN, INC. 
                                     (Registrant) 
 
 
Dated: August 8, 1997                By:/s/Murray S. Cohen 
                                        Murray S. Cohen, 
                                        Chief Executive Officer 
 
 
Dated: August 8, 1997                By:/s/Murray S. Cohen 
                                        Murray S. Cohen, 
                                        Principal Financial 
                                        Officer