<PAGE>
<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

                                    FORM 10-Q

(Mark One)

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

For the quarterly period ended November 30, 1996

                                       OR

[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
      SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to ___________

                         Commission file number 0-14996
                         -------------------------------

                             CRYENCO SCIENCES, INC.
--------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

         Delaware                                        52-1471630
 --------------------------                 ------------------------------------
(State or other jurisdiction of             (IRS Employer Identification Number)
incorporation or organization)

3811 Joliet Street, Denver, Colorado                                   80239
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)                             (Zip Code)

               Registrant's telephone number, including area code:
                                 (303) 371-6332
                                  --------------
             Indicate  by check mark  whether the  Registrant  (1) has filed all
reports  required to be filed by Section 13 or 15(d) of the Securities  Exchange
Act of 1934 during the preceding 12 months (or for such shorter  period that the
Registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes X    No
                                              ---     ---

             Indicate  the  number  of  shares   outstanding   of  each  of  the
Registrant's classes of common stock, as of the latest practicable date: Class A
common  stock,  par value $.01 per share;  6,996,997  shares  outstanding  as of
January 10, 1997.


<PAGE>
<PAGE>



                      CRYENCO SCIENCES, INC. AND SUBSIDIARY

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>

                                                                     Page
<S>                                                                  <C>
PART I - FINANCIAL INFORMATION .................................       3

        Item 1.  Introductory Comments .........................       3

             Consolidated Balance Sheets
             August 31, 1996 and November 30, 1996 .............       4

             Consolidated Statements of Operations
             Three Month Periods Ended November 30,
             1995 and November 30, 1996 ........................       6

             Consolidated Statements of Cash Flows
             Three Month Periods Ended November 30,
             1995 and November 30, 1996 ........................       7

             Notes to Consolidated Financial Statements ........       8

        Item 2. Management's Discussion and Analysis
                of Financial Condition and Results
                of Operations ..................................      11

PART II - OTHER INFORMATION ....................................      13

        Item 6.  Exhibits and Reports on Form 8-K ..............      13

SIGNATURES .....................................................      18
</TABLE>


                                        2


<PAGE>
<PAGE>




                      CRYENCO SCIENCES, INC. AND SUBSIDIARY

                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

Introductory Comments:

        The Consolidated Financial Statements included herein have been prepared
by Cryenco Sciences, Inc. (the "Company"),  without audit, pursuant to the rules
and regulations of the Securities and Exchange  Commission.  Certain information
and footnote  disclosures  normally included in financial statements prepared in
accordance  with  generally  accepted  accounting  principles  have been omitted
pursuant to such rules and regulations.  It is suggested that these Consolidated
Financial  Statements be read in conjunction with the financial  information set
forth in the Company's Annual Report for the fiscal year ended August 31, 1996.


                                        3


<PAGE>
<PAGE>




                             CRYENCO SCIENCES, INC.
                           CONSOLIDATED BALANCE SHEETS
                                 (In thousands)
<TABLE>
<CAPTION>
                                                      AUGUST 31,   NOVEMBER 30,
                                                         1996          1996
                                                      ----------   ------------
                                                                    (UNAUDITED)
<S>                                                  <C>              <C>
ASSETS
Current assets:
   Cash and cash equivalents                             $   111       $    22
   Accounts receivable                                     5,352         4,645
   Accounts receivable - affiliate                         1,423         1,204
   Costs and estimated earnings in excess of
     billings on uncompleted contracts                     3,944         3,597
   Inventories (Note 2)                                    4,333         4,790
   Prepaid expenses                                           57           109
                                                      ------------   -----------
Total current assets                                      15,220        14,367

Property and equipment:
   Leasehold improvements                                    739           763
   Machinery and equipment                                 5,355         5,505
   Office furniture and equipment                          1,231         1,231
                                                      ------------   -----------
                                                           7,325         7,499
   Less accumulated depreciation                           3,099         3,368
                                                      ------------   -----------
                                                           4,226         4,131

Property on operating leases                                 604           582
Deferred financing costs                                     120           105
Goodwill                                                   5,226         5,189
Other assets                                                 308           315
                                                      ------------   -------------


Total assets                                             $25,704       $24,689
                                                      ------------   -------------
                                                      ------------   -------------
</TABLE>




                                        4


<PAGE>
<PAGE>



                             CRYENCO SCIENCES, INC.
                           CONSOLIDATED BALANCE SHEETS
                      (In thousands, except share amounts)

<TABLE>
<CAPTION>
                                                        AUGUST 31,  NOVEMBER 30,
                                                          1996         1996
                                                        ---------   ------------
                                                                     (UNAUDITED)
<S>                                                         <C>         <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Accounts payable                                        $ 2,224     $ 1,856
   Accrued expenses                                          1,123       1,515
   Accrued management fees                                     324         334
   Current portion of long-term debt (Note 3)                1,382       1,386
   Income tax payable                                          344          52
                                                           --------    --------
Total current liabilities                                    5,397       5,143

Long-term debt, less current portion (Note 3)                8,634       7,748
                                                           --------    --------
                                                            14,031      12,891
Stockholders' equity:
   Preferred stock, $0.01 par value,                
   authorized shares - 2,000,000, preferences,
   limitations and relative rights to be established by
   the Board of Directors:
       Series A, nonvoting,  150,000 authorized shares,
       67,838 and 68,517 issued
       and outstanding shares (aggregate liquidation
       preference of $678,380 and $685,170)                      1           1
   Common stock, $0.01 par value:
      Class A, voting, 21,500,000 authorized shares
      6,996,997 shares issued and outstanding                   70          70
      Class B, nonvoting, 1,500,000 authorized
      shares, none issued or outstanding                        --          --
   Additional paid-in capital                               14,020      14,027
   Warrants                                                    169         169
   Retained earnings (deficit)                              (2,587)     (2,469)
                                                           --------    --------
Total stockholders' equity                                  11,673      11,798
                                                           --------    --------
Total liabilities and stockholders' equity                $ 25,704    $ 24,689
                                                           --------    --------
                                                           --------    --------
</TABLE>




                                        5


<PAGE>
<PAGE>



                             CRYENCO SCIENCES, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS

               (In thousands, except share and per share amounts)
                                   (Unaudited)
<TABLE>
<CAPTION>
                                          THREE MONTHS ENDED     THREE MONTHS ENDED
                                           NOVEMBER 30, 1995      NOVEMBER 30, 1996
                                          ------------------     ------------------
<S>                                         <C>                    <C>
Contract revenue                             $      7,259          $       6,648
Cost of revenue                                     5,945                  5,043
                                              -----------            -----------
Gross profit                                        1,314                  1,605

Selling, general and administrative expenses          700                    889
Research and development expenses                     202                    161
Amortization expense                                   86                     61
                                              -----------            -----------
Operating income                                      326                    494

Other (income) expense:
   Interest income                                     (1)                    --
   Interest expense                                   236                    272
   Other expense, net                                  (3)                   (5)
                                              -----------            -----------
Income before income taxes                             94                    227
                                              -----------            -----------
Income tax expense                                     34                     84
                                              -----------            -----------

Net income                                   $         60          $         143
                                              -----------            -----------
                                              -----------            -----------

Earnings per common and                                 0.01                   0.02
   common equivalent share (Note 4)          $ -------------       $ --------------
                                               -------------         --------------

Weighted average number of shares
   and common equivalent shares outstanding     7,467,511              7,221,512
                                              -----------            -----------
                                              -----------            -----------

</TABLE>





                                        6


<PAGE>
<PAGE>



                             CRYENCO SCIENCES, INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                 (In thousands)

                                   (Unaudited)
<TABLE>
<CAPTION>
                                                         THREE MONTHS ENDED      THREE MONTHS ENDED
                                                          NOVEMBER 30, 1995      NOVEMBER 30, 1996
                                                        ---------------------   ---------------------
<S>                                                     <C>                    <C>   
OPERATING ACTIVITIES
Net income                                              $            60        $           143
Adjustments to reconcile net income
   to net cash provided (used) by operating activities:

      Depreciation                                                  188                    291
      Amortization                                                  121                     77
      Changes in operating assets and liabilities:

        Accounts receivable                                         220                    926
        Costs and estimated earnings in excess of
          billings on uncompleted contracts                         861                    347
        Inventories                                                (690)                  (457)
        Income taxes                                                (31)                  (292)
        Prepaid expenses and other assets                             9                    (84)
        Accounts payable                                            253                   (358)
        Accrued expenses                                            (32)                   399
                                                            -----------          -------------
Net cash provided (used) by operating activities                    959                    992
                                                           ------------          -------------


INVESTING ACTIVITIES

Purchases of property and equipment                               (197)                  (174)
                                                           -----------           -------------

Net cash (used) by investing activities                           (197)                  (174)
                                                           ------------          -------------


FINANCING ACTIVITIES

Payments of long-term debt                                        (400)                (8,522)
Borrowings                                                          --                  7,640
Dividends paid on preferred stock                                  (22)                   (25)
                                                           -----------          -------------
Net cash (used) by financing activities                           (422)                  (907)

Net increase (decrease) in cash and cash equivalents               340                    (89)
Cash and cash equivalents at beginning of period                   632                    111
                                                           ------------         -------------

Cash and cash equivalents at end of period              $           972        $           22
                                                           ------------         -------------
                                                           ------------         -------------

Supplementary disclosure of cash flow information:
   Cash paid for interest                               $           202        $          265
   Cash paid for taxes                                              100                   375

Supplementary disclosures of noncash financing
 activity:
   Issuance of preferred stock in consideration
      for dividend payable                              $            --        $            7

</TABLE>


                                        7


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<PAGE>



                             CRYENCO SCIENCES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                NOVEMBER 30, 1996
                                   (Unaudited)

1.  BASIS OF PRESENTATION

    The  accompanying  unaudited  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 Article 10 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 three months ended November 30, 1996
are not necessarily  indicative of the results that may be expected for the year
ending  August 31,  1997.  For further  information,  refer to the  consolidated
financial  statements  and footnotes  thereto  included in the Company's  Annual
Report on Form 10-K for the year ended August 31, 1996.

2.  INVENTORIES

    Inventories (in thousands) consisted of the following:

<TABLE>
<CAPTION>
                                                  AUGUST 31,         NOVEMBER 30,
                                                     1996                1996
                                                  ----------         -----------
<S>                                         <C>                   <C>
Raw materials                                     $    3,344        $      3,149
Finished goods and work-in-process                     1,139               1,791
                                                  ----------        ------------
                                                       4,483               4,940
Less reserve for obsolescence                          (150)               (150)
                                                  ----------        ------------
                                                  $    4,333        $      4,790
                                                  ----------        ------------
                                                  ----------        ------------


</TABLE>




                                        8


<PAGE>
<PAGE>



3.  LONG-TERM DEBT

    Long-term debt at November 30, 1996 is comprised of the following:

<TABLE>
<CAPTION>
                                                              (In thousand)
                                                              --------------
<S>                                                          <C>
Note payable bearing interest at 14%, subordinated
   unsecured.  Interest and principal payments of $275,000
   are payable quarterly.                                     $        1,425
Term loan maturing December 31, 1998 bearing interest
   at the reference rate (as defined in the loan agreement)
   plus 3/4% (9.0 at November 30, 1996) payable monthly.
   Principal payments of $12,806 are payable monthly.                    576
Revolving credit facility maturing December 31, 1998
   bearing interest at the reference rate (as defined in the
   loan agreement) plus up to an additional 1.0% depending upon
   financial performance (8.75% at November 30, 1996).                 6,673
Other                                                                    460
                                                                ------------
                                                                       9,134
Less current portion                                                   1,386
                                                                ------------

                                                              $        7,748
                                                                ------------
                                                                ------------
</TABLE>

   The Company must comply with certain  financial  covenants in connection with
its long-term debt,  including the maintenance of certain  financial  ratios and
restrictions  on dividends.  The Company was out of compliance with one of these
financial  covenants at November  30,  1996,  and has received a waiver for this
violation covering an indefinite time period.



                                        9


<PAGE>
<PAGE>



4. EARNINGS PER SHARE

     Net earnings per share is computed  using the  weighted  average  number of
shares of common stock outstanding for the period. When dilutive,  stock options
and warrants are included as share  equivalents using the treasury stock method.
In  calculating  net  earnings  per share,  preferred  dividends  of $23,916 and
$22,293 reduced the net earnings available to common  stockholders for the three
months  ended  November  30,  1996 and 1995,  respectively.  Fully  diluted  net
earnings  per common  share is not  significantly  different  from  primary  net
earnings per common share.



                                       10


<PAGE>
<PAGE>


Item 2. Management's Discussion and Analysis of Financial
         Condition and Results of Operations
         
     This  Quarterly  Report  on  Form  10-Q  contains  certain  forward-looking
statements that  involve risks  and uncertainties.  Discussions containing  such
forward-looking  statements may  be found  in the  materials set  forth below in
'Management's Discussion  and Analysis  of Financial  Condition and  Results  of
Operations.'  The Company's  actual results  could differ  materially from those
anticipated in the forward-looking statements.

Results of Operations - Three Months Ended
November 30, 1995 and November 30, 1996

   Contract  revenue  decreased  8.4% to $6.6 million for the three months ended
November  30, 1996 from $7.3  million for the three  months  ended  November 30,
1995.  The decrease is the result of decreases  in revenue from  industrial  gas
trailers,  large  horizontal  storage  tanks  and LNG  fueling  stations,  which
decreased $466,000, $433,000 and $198,000,  respectively, over the corresponding
period in the prior year. The Company does not believe that these decreases  are
indicative  of  a  long-term  trend.  These  decreases  were  offset somewhat by
increased  revenues  from  TVAC'r'  intermodal  containers  and  spares,   which
increased  $285,000  and  $234,000,  respectively,  over  the corresponding 1995
period.

   Gross profit for the three months ended November 30, 1996 increased  22.1% to
$1.6  million,  or 24.1% of contract  revenue,  from $1.3  million,  or 18.1% of
contract revenue, for the three months ended November 30, 1995. The gross profit
improved  despite the  reduction  in revenue due to increased  gross  margins in
most product categories, particularly industrial trailers.

   Selling,  general and administrative expenses increased 27.0% to $889,000 for
the three  months  ended  November  30, 1996 from  $700,000 for the three months
ended  November 30, 1995,  and increased as a percentage of contract  revenue to
13.4% from 9.6%  during the same  period.  This  increase  is  primarily  due to
increased sales expenses, as well as additional  depreciation expense related to
computer and communication  equipment.  Research and development costs decreased
to $161,000 for the three months ended  November 30, 1996 from  $202,000 for the
three months ended  November 30 1995.  This  decrease is primarily the result of
the decrease in expenditures for the Company's TADOPTR development. Amortization
expense  decreased to $61,000 for the three months ended  November 30, 1996 from
$86,000 for the three months ended  November 30, 1995, as these costs were fully
amortized at August 31, 1996.

   Interest expense for the three months ended November 30, 1996 increased 15.3%
to $272,000  from  $236,000 for the three months ended  November 30, 1995.  This
increase is due to increased  levels of borrowing offset somewhat by lower rates
of interest.  Other  non-operating  items were virtually unchanged from the same
period of the prior year.

   Income tax expense  increased to $84,000 for the three months ended  November
30, 1996 from $34,000 for the three months ended  November 30, 1995. The expense
in both years is the result of taxable  income  for the  periods  and  estimated
annual tax rates.


                                       11


<PAGE>
<PAGE>



   The  resulting  net income  increased  to $143,000 for the three months ended
November 30, 1996 from  $60,000 for the  corresponding  prior year period.  This
improvement is the result of the cumulative effect of the above factors.

Liquidity and Capital Resources

   At November 30, 1996, the Company's  working capital was $9.2 million,  which
represented  a  current  ratio  of 2.8 to 1.  Also,  the  Company's  outstanding
indebtedness  under the Credit Agreement with FBS Business  Finance  Corporation
("FBS") was $7.2 million,  of which $576,000  represented term  indebtedness and
$6.7 million  represented  revolving  indebtedness.  At November  30, 1996,  the
Company's  outstanding  indebtedness to The CIT Group/Equity  Investments,  Inc.
("CIT") was $1.4 million which represented subordinated indebtedness.

   Cash flow from  operations  for the three  months  ended  November  30,  1996
resulted in cash provided in the amount of $992,000 compared to cash provided of
$959,000  in the same  period of the prior  year.  In the  current  three  month
period,  cash was provided by net income and by decreases in accounts receivable
and costs and estimated earnings in excess of billings on uncompleted contracts.
These  increases  in cash  were  somewhat  offset  by cash  used  for  increased
inventories and decreased accounts payable.

   The Company must comply with certain  financial  covenants in connection with
its long-term debt,  including the maintenance of certain  financial  ratios and
restrictions  on dividends.  The Company was out of compliance with one of these
financial covenants at November 30, 1996, and has received a waiver from FBS for
this violation covering an indefinite time period.

   The Company believes that its existing capital resources,  together with cash
flow from future  operations  will be  sufficient to meet its short term working
capital  needs.  Additional  financing  may be required for future  expansion of
operations, as necessary.


                                       12



<PAGE>
<PAGE>



                           PART II - OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

                  (a)  Exhibits

         Exhibit        Description of Exhibits
         -------        ----------------------

            3.1         Restated  Certificate of  Incorporation  of the Company,
                        incorporated   by   reference  to  Exhibit  3.1  to  the
                        Company's  Registration  Statement on Form S-2, File No.
                        33-48738,  filed on June 19, 1992 (the "S-2 Registration
                        Statement").

            3.2         By-laws of the  Company,  incorporated  by  reference to
                        Exhibit 3.2 to the Company's  Registration  Statement on
                        Form S-1, File No. 33-7532, filed on July 25, 1986.

            3.3         Certificate of Amendment to the Restated  Certificate of
                        Incorporation of the Company,  incorporated by reference
                        to Exhibit 3.3 to the  Company's  Annual  Report on Form
                        10-K for the  fiscal  year ended  August  31,  1995 (the
                        "1995 Annual Report").

            3.4         Certificate of  Designation,  Preferences  and Rights of
                        the   Series  A   Preferred   Stock   of  the   Company,
                        incorporated   by   reference  to  Exhibit  3.4  to  the
                        Company's 1995 Annual Report.

            3.5         Corrected   Certificate   of   Amendment   of   Restated
                        Certificate   of    Incorporation    of   the   Company,
                        incorporated   by   reference  to  Exhibit  3.5  to  the
                        Company's 1995 Annual Report.

            4.1         See  Article  Fourth  of  the  Restated  Certificate  of
                        Incorporation,  as amended and corrected, of the Company
                        (Exhibit  3.5  hereof),  incorporated  by  reference  to
                        Exhibit 4.1 to the Company's 1995 Annual Report.

            4.2         Forms  of  Common   Stock  and  Class  B  Common   Stock
                        certificates  of the Company,  incorporated by reference
                        to Exhibit 4.3 of the Company's  Registration  Statement
                        on Form S-4,  File No.  33-43782,  filed on December 19,
                        1991.


                                       13


<PAGE>
<PAGE>


            4.3         Registration  Rights  Agreement  dated as of August  30,
                        1991 among Cryenco Holdings, Inc. ("CHI"), CIT, Chemical
                        Bank and the Investors  named therein,  incorporated  by
                        reference  to Exhibit 4.3 to the  Company's  1995 Annual
                        Report.

            4.4         Warrant  Agreement  dated as of August 30, 1991  between
                        Chemical  Bank,  CHI and the  Company,  incorporated  by
                        reference  to Exhibit 4.4 to the  Company's  1995 Annual
                        Report.

            4.5         Letter Agreement dated April 15, 1992 among the Company,
                        CIT and Chemical Bank relating to the Warrants  referred
                        to  herein  at  Exhibits  4.8 and 4.9,  incorporated  by
                        reference  to  Exhibit  4.9  to  the  S-2   Registration
                        Statement.

            4.6         Letter  Agreement  dated  August 12,  1992  between  the
                        Company  and  Chemical  Bank  relating  to the  Warrants
                        referred  to  herein at  Exhibit  4.8,  incorporated  by
                        reference  to Exhibit 4.6 to the  Company's  1995 Annual
                        Report.

            4.7         Letter  Agreement  dated  August 12,  1992  between  the
                        Company  and CIT  relating to the  Warrants  referred to
                        herein at Exhibit  4.9,  incorporated  by  reference  to
                        Exhibit 4.7 to the Company's 1995 Annual Report.

            4.8         Warrants  issued to  Chemical  Bank each dated April 27,
                        1992,  incorporated  by  reference to Exhibit 4.8 to the
                        Company's 1995 Annual Report.

            4.9         Warrants  issued  to CIT  each  dated  April  27,  1992,
                        incorporated   by   reference  to  Exhibit  4.9  to  the
                        Company's 1995 Annual Report.

            4.10        Warrant  issued  to  Dain  Bosworth  Incorporated  dated
                        August 20,  1992,  incorporated  by reference to Exhibit
                        4.12 to the S-2 Registration Statement.

            4.11        Warrant Agreement dated as of March 12, 1993 between the
                        Company and Alfred Schechter,  incorporated by reference
                        to Exhibit 4.11 to the Company's 1995 Annual Report.

            4.12        Warrant Agreement dated as of March 12, 1993 between the

                                       14


<PAGE>
<PAGE>


                        Company and Don M. Harwell, incorporated by reference to
                        Exhibit 4.12 to the Company's 1995 Annual Report.

            4.13        Warrant Agreement dated as of March 12, 1993 between the
                        Company  and  Mezzanine  Capital   Corporation   Limited
                        ("MCC"),  incorporated  by  reference to Exhibit 4.13 to
                        the Company's 1995 Annual Report.

            4.14        Warrant issued to Alfred Schechter dated March 12, 1993,
                        incorporated   by  reference  to  Exhibit  4.14  to  the
                        Company's 1995 Annual Report.

            4.15        Warrant  issued to Don M. Harwell  dated March 12, 1993,
                        incorporated   by  reference  to  Exhibit  4.15  to  the
                        Company's 1995 Annual Report.

            4.16        Warrant issued to MCC dated March 12, 1993, incorporated
                        by  reference  to  Exhibit  4.16 to the  Company's  1995
                        Annual Report.

            4.17        Letter  Agreement  dated as of June 9, 1993  between the
                        Company  and  Alfred   Schechter  with  respect  to  the
                        Exercise  Price for the  Warrant  referred  to herein at
                        Exhibit 4.14,  incorporated by reference to Exhibit 4.17
                        to the Company's 1995 Annual Report.

            4.18        Letter  Agreement  dated as of June 9, 1993  between the
                        Company and Don M.  Harwell with respect to the Exercise
                        Price for the  Warrant  referred  to  herein at  Exhibit
                        4.15,  incorporated  by reference to Exhibit 4.18 to the
                        Company's 1995 Annual Report.

            4.19        Letter  Agreement  dated as of June 9, 1993  between the
                        Company and MCC with respect to the Warrant  referred to
                        herein at Exhibit  4.16,  incorporated  by  reference to
                        Exhibit 4.19 to the Company's 1995 Annual Report.

            4.20        Warrant issued to Chemical Bank dated November 24, 1993,
                        incorporated   by  reference  to  Exhibit  4.20  to  the
                        Company's 1995 Annual Report.

            4.21        Warrant   issued  to  CIT  dated   November   24,  1993,
                        incorporated   by  reference  to  Exhibit  4.21  to  the
                        Company's 1995 Annual Report.


                                       15


<PAGE>
<PAGE>



            4.22        Warrant  Agreement  dated as of January 26, 1995 between
                        the  Company  and  Alfred  Schechter,   incorporated  by
                        reference to Exhibit 4.22 to the  Company's  1995 Annual
                        Report.

            4.23        Warrant  Agreement  dated as of January 26, 1995 between
                        the  Company  and  Don  M.  Harwell,   incorporated   by
                        reference to Exhibit 4.23 to the  Company's  1995 Annual
                        Report.

            4.24        Warrant  Agreement  dated as of January 26, 1995 between
                        the  Company  and  MCC,  incorporated  by  reference  to
                        Exhibit 4.24 to the Company's 1995 Annual Report.

            4.25        Warrant  issued to Alfred  Schechter  dated  January 26,
                        1995,  incorporated  by reference to Exhibit 4.25 to the
                        Company's 1995 Annual Report.

            4.26        Warrant issued to Don M. Harwell dated January 26, 1995,
                        incorporated   by  reference  to  Exhibit  4.26  to  the
                        Company's 1995 Annual Report.

            4.27        Warrant   issued  to  MCC  dated   January   26,   1995,
                        incorporated   by  reference  to  Exhibit  4.27  to  the
                        Company's 1995 Annual Report.

            4.28        See the  Certificate  of  Designation,  Preferences  and
                        Rights of the Series A  Preferred  Stock of the  Company
                        (Exhibit  3.4  hereof),  incorporated  by  reference  to
                        Exhibit 4.28 to the Company's 1995 Annual Report.

            4.29        Warrant  Agreement  dated as of June 8, 1994 between the
                        Company and Cryogenic TADOPTR Company, L.P. and the Form
                        of  Warrant   Certificate   issued   pursuant   thereto,
                        incorporated   by  reference  to  Exhibit  4.29  to  the
                        Company's 1995 Annual Report.

            4.30        Warrant  Agreement dated as of December 20, 1994 between
                        the Company and The Edgehill  Corporation,  incorporated
                        by  reference  to  Exhibit  4.30 to the  Company's  1995
                        Annual Report.


                                       16


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            4.31        Warrant issued to The Edgehill  Corporation  dated as of
                        December 20, 1994,  incorporated by reference to Exhibit
                        4.31 to the Company's 1995 Annual Report.

            4.32        Registration  Rights  Agreement dated as of December 20,
                        1994 among the Company,  certain  parties  named therein
                        and International Capital Partners,  Inc.,  incorporated
                        by  reference  to  Exhibit  4.32 to the  Company's  1995
                        Annual Report.

            4.33        Form of Warrant issued to each of International  Capital
                        Partners, Inc. and the parties named in the Registration
                        Rights  Agreement dated as of December 20, 1994 (Exhibit
                        4.32 hereof),  incorporated by reference to Exhibit 4.33
                        to the Company's 1995 Annual Report.

            *27         Financial  Date  Schedule   pursuant  to  Article  5  of
                        Regulation S-X filed with EDGAR filing only.

               (b)      No  reports  on Form  8-K have  been  filed  during  the
                        quarter ended November 30, 1996.

----------------
* Filed herewith

                                       17


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                                   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.

                                             CRYENCO SCIENCES, INC.
                                                  (Registrant)

                                       By: /s/ Alfred Schechter
                                           ----------------------------
                                           Alfred Schechter, Chairman
                                           of the Board, Chief Executive
                                           Officer and President

                                           /s/ James A. Raabe
                                           -----------------------------
                                           James A. Raabe,
                                           Chief Financial Officer

January 13, 1997


                                       18


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<PAGE>


           Exhibit            Description of Exhibits                     Page
           -------            -----------------------                     ----

            3.1         Restated  Certificate  of  Incorporation  of the
                        Company,  incorporated  by  reference to Exhibit
                        3.1 to the Company's  Registration  Statement on
                        Form S-2, File No.  33-48738,  filed on June 19,
                        1992 (the "S-2 Registration Statement").

            3.2         By-laws   of  the   Company,   incorporated   by
                        reference  to  Exhibit  3.2  to  the   Company's
                        Registration  Statement  on Form  S-1,  File No.
                        33-7532, filed on July 25, 1986.

            3.3         Certificate   of   Amendment   to  the  Restated
                        Certificate  of  Incorporation  of the  Company,
                        incorporated  by reference to Exhibit 3.3 to the
                        Company's  Annual  Report  on Form  10-K for the
                        fiscal  year ended  August  31,  1995 (the "1995
                        Annual Report").

            3.4         Certificate  of  Designation,   Preferences  and
                        Rights of the  Series A  Preferred  Stock of the
                        Company,  incorporated  by  reference to Exhibit
                        3.4 to the Company's 1995 Annual Report.

            3.5         Corrected  Certificate  of Amendment of Restated
                        Certificate  of  Incorporation  of the  Company,
                        incorporated  by reference to Exhibit 3.5 to the
                        Company's 1995 Annual Report.

            4.1         See Article  Fourth of the Restated  Certificate
                        of Incorporation,  as amended and corrected,  of
                        the Company  (Exhibit 3.5 hereof),  incorporated
                        by  reference  to Exhibit  4.1 to the  Company's
                        1995 Annual Report.

            4.2         Forms of Common  Stock and Class B Common  Stock
                        certificates  of the  Company,  incorporated  by
                        reference  to  Exhibit  4.3  of  the   Company's
                        Registration  Statement  on Form  S-4,  File No.
                        33-43782, filed on December 19, 1991.



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<PAGE>



            4.3         Registration Rights Agreement dated as of August
                        30, 1991 among Cryenco  Holdings,  Inc. ("CHI"),
                        CIT,  Chemical  Bank  and  the  Investors  named
                        therein,  incorporated  by  reference to Exhibit
                        4.3 to the Company's 1995 Annual Report.

            4.4         Warrant  Agreement  dated as of August 30,  1991
                        between  Chemical  Bank,  CHI and  the  Company,
                        incorporated  by reference to Exhibit 4.4 to the
                        Company's 1995 Annual Report.

            4.5         Letter  Agreement dated April 15, 1992 among the
                        Company,  CIT and Chemical  Bank relating to the
                        Warrants  referred to herein at Exhibits 4.8 and
                        4.9, incorporated by reference to Exhibit 4.9 to
                        the S-2 Registration Statement.

            4.6         Letter  Agreement  dated August 12, 1992 between
                        the Company and  Chemical  Bank  relating to the
                        Warrants  referred  to  herein at  Exhibit  4.8,
                        incorporated  by reference to Exhibit 4.6 to the
                        Company's 1995 Annual Report.

            4.7         Letter  Agreement  dated August 12, 1992 between
                        the  Company and CIT  relating  to the  Warrants
                        referred to herein at Exhibit 4.9,  incorporated
                        by  reference  to Exhibit  4.7 to the  Company's
                        1995 Annual Report.

            4.8         Warrants  issued to  Chemical  Bank  each  dated
                        April 27,  1992,  incorporated  by  reference to
                        Exhibit 4.8 to the Company's 1995 Annual Report.

            4.9         Warrants  issued  to CIT each  dated  April  27,
                        1992,  incorporated  by reference to Exhibit 4.9
                        to the Company's 1995 Annual Report.

            4.10        Warrant  issued  to Dain  Bosworth  Incorporated
                        dated August 20, 1992, incorporated by reference
                        to   Exhibit   4.12  to  the  S-2   Registration
                        Statement.

            4.11        Warrant  Agreement  dated as of March  12,  1993
                        between  the   Company  and  Alfred   Schechter,
                        incorporated by reference to Exhibit 4.11 to the
                        Company's 1995 Annual Report.


<PAGE>
<PAGE>

            4.12        Warrant  Agreement  dated as of March  12,  1993
                        between  the   Company   and  Don  M.   Harwell,
                        incorporated by reference to Exhibit 4.12 to the
                        Company's 1995 Annual Report.

            4.13        Warrant  Agreement  dated as of March  12,  1993
                        between  the  Company  and   Mezzanine   Capital
                        Corporation  Limited  ("MCC"),  incorporated  by
                        reference to Exhibit 4.13 to the Company's  1995
                        Annual Report.

            4.14        Warrant issued to Alfred  Schechter  dated March
                        12, 1993,  incorporated  by reference to Exhibit
                        4.14 to the Company's 1995 Annual Report.

            4.15        Warrant issued to Don M. Harwell dated March 12,
                        1993,  incorporated by reference to Exhibit 4.15
                        to the Company's 1995 Annual Report.

            4.16        Warrant  issued  to MCC dated  March  12,  1993,
                        incorporated by reference to Exhibit 4.16 to the
                        Company's 1995 Annual Report.

            4.17        Letter  Agreement  dated  as  of  June  9,  1993
                        between the Company  and Alfred  Schechter  with
                        respect to the  Exercise  Price for the  Warrant
                        referred to herein at Exhibit 4.14, incorporated
                        by reference  to Exhibit  4.17 to the  Company's
                        1995 Annual Report.

            4.18        Letter  Agreement  dated  as  of  June  9,  1993
                        between  the  Company  and Don M.  Harwell  with
                        respect to the  Exercise  Price for the  Warrant
                        referred to herein at Exhibit 4.15, incorporated
                        by reference  to Exhibit  4.18 to the  Company's
                        1995 Annual Report.

            4.19        Letter  Agreement  dated  as  of  June  9,  1993
                        between the Company and MCC with  respect to the
                        Warrant  referred  to  herein at  Exhibit  4.16,
                        incorporated by reference to Exhibit 4.19 to the
                        Company's 1995 Annual Report.

            4.20        Warrant  issued to Chemical Bank dated  November
                        24, 

<PAGE>
<PAGE>


                        1993, incorporated  by reference to Exhibit 4.20
                        to the Company's 1995 Annual Report.

            4.21        Warrant  issued to CIT dated  November 24, 1993,
                        incorporated by reference to Exhibit 4.21 to the
                        Company's 1995 Annual Report.

            4.22        Warrant  Agreement  dated as of January 26, 1995
                        between  the   Company  and  Alfred   Schechter,
                        incorporated by reference to Exhibit 4.22 to the
                        Company's 1995 Annual Report.

            4.23        Warrant  Agreement  dated as of January 26, 1995
                        between  the   Company   and  Don  M.   Harwell,
                        incorporated by reference to Exhibit 4.23 to the
                        Company's 1995 Annual Report.

            4.24        Warrant  Agreement  dated as of January 26, 1995
                        between  the Company  and MCC,  incorporated  by
                        reference to Exhibit 4.24 to the Company's  1995
                        Annual Report.

            4.25        Warrant issued to Alfred Schechter dated January
                        26, 1995,  incorporated  by reference to Exhibit
                        4.25 to the Company's 1995 Annual Report.

            4.26        Warrant  issued to Don M. Harwell  dated January
                        26, 1995,  incorporated  by reference to Exhibit
                        4.26 to the Company's 1995 Annual Report.

            4.27        Warrant  issued to MCC dated  January 26,  1995,
                        incorporated by reference to Exhibit 4.27 to the
                        Company's 1995 Annual Report.

            4.28        See the Certificate of Designation,  Preferences
                        and  Rights of the Series A  Preferred  Stock of
                        the Company  (Exhibit 3.4 hereof),  incorporated
                        by reference  to Exhibit  4.28 to the  Company's
                        1995 Annual Report.

            4.29        Warrant  Agreement  dated  as of  June  8,  1994
                        between  the  Company  and   Cryogenic   TADOPTR
                        Company,   L.P.   and  the   Form   of   Warrant
                        Certificate     issued     pursuant     thereto,
                        incorporated by reference to Exhibit 4.29 to the
                        Company's 1995 Annual Report.



<PAGE>
<PAGE>




            4.30        Warrant  Agreement dated as of December 20, 1994
                        between   the    Company   and   The    Edgehill
                        Corporation,   incorporated   by   reference  to
                        Exhibit  4.30  to  the  Company's   1995  Annual
                        Report.

            4.31        Warrant issued to The Edgehill Corporation dated
                        as  of  December  20,  1994,   incorporated   by
                        reference to Exhibit 4.31 to the Company's  1995
                        Annual Report.

            4.32        Registration   Rights   Agreement  dated  as  of
                        December  20,  1994 among the  Company,  certain
                        parties named therein and International  Capital
                        Partners,  Inc.,  incorporated  by  reference to
                        Exhibit  4.32  to  the  Company's   1995  Annual
                        Report.

            4.33        Form of Warrant issued to each of  International
                        Capital Partners,  Inc. and the parties named in
                        the  Registration  Rights  Agreement dated as of
                        December  20,  1994   (Exhibit   4.32   hereof),
                        incorporated by reference to Exhibit 4.33 to the
                        Company's 1995 Annual Report.

            *27         Financial Date Schedule pursuant to Article 5 of
                        Regulation S-X filed with EDGAR filing only.

----------------
* Filed herewith


                               STATEMENT OF DIFFERENCES

The registered trademark symbol shall be expressed as ......................'r'


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