<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 February 28, 1997

                                       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 April
11, 1997.





<PAGE>
 
<PAGE>



                      CRYENCO SCIENCES, INC. AND SUBSIDIARY

                                TABLE OF CONTENTS


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

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

                  Consolidated Balance Sheets
                  August 31, 1996 and February 28, 1997...................... 4

                  Consolidated Statements of Operations
                  Three Month and Six Month Periods Ended
                  February 29, 1996 and February 28, 1997.................... 6

                  Consolidated Statements of Cash Flows
                  Six Month Periods Ended February 29, 1996
                  and February 28, 1997...................................... 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..................................................14

        Item 4.   Submission of Matters to a Vote of Security-Holders........14

        Item 6.   Exhibits and Reports on Form 8-K...........................15

SIGNATURES...................................................................20

</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,    FEBRUARY 28,
                                                           1996           1997
                                                         ---------     ------------
                                                                       (UNAUDITED)
<S>                                                      <C>           <C>
ASSETS
Current assets:
   Cash and cash equivalents                              $   111        $    50
   Accounts receivable, trade (Note 2)                      5,352          6,337
   Accounts receivable, affiliate (Note 2)                  1,423           --
   Costs and estimated earnings in excess of
     billings on uncompleted contracts                      3,944          3,066
   Inventories (Note 3)                                     4,333          5,942
   Prepaid expenses                                            57            125
                                                          -------        -------
Total current assets                                       15,220         15,520

Property and equipment:
   Leasehold improvements                                     739            865
   Machinery and equipment                                  5,355          5,229
   Office furniture and equipment                           1,231          1,389
                                                          -------        -------
                                                            7,325          7,483
   Less accumulated depreciation                            3,099          3,642
                                                          -------        -------
                                                            4,226          3,841

Property on operating leases                                  604             54
Deferred financing costs                                      120             87
Goodwill                                                    5,226          5,151
Other assets                                                  308            255
                                                          -------        -------
Total assets                                              $25,704        $24,908
                                                          =======        =======

</TABLE>




                                        4






<PAGE>
 
<PAGE>



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

<TABLE>
<CAPTION>

                                                          AUGUST 31,  FEBRUARY 28,
                                                             1996       1997
                                                           --------   ---------
                                                                     (UNAUDITED)
<S>                                                           <C>         <C>  
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Accounts payable                                        $  2,224    $  2,551
   Accrued expenses                                           1,123       1,353
   Accrued management fees                                      324         313
   Current portion of long-term debt (Note 4)                 1,382       1,390
   Income tax payable                                           344         109
                                                           --------    --------

Total current liabilities                                     5,397       5,716

Long-term debt, less current portion (Note 4)                 8,634       7,322
                                                           --------    --------
                                                             14,031      13,038
Stockholders' equity:
   Preferred stock, $0.01 par value,
   authorized shares - 2,000,000, preferences,
   limitations and relative rights to be establishe
   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)     (2,397)
                                                           --------    --------
Total stockholders' equity                                   11,673      11,870
                                                           --------    --------
Total liabilities and stockholders' equity                 $ 25,704    $ 24,908
                                                           --------    --------
                                                           --------    --------

</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      SIX MONTHS ENDED      SIX MONTHS ENDED
                                     FEBRUARY 29, 1996    FEBRUARY 28, 1997       FEBRUARY 29, 1996     FEBRUARY 28, 1997
                                     ------------------   ------------------      -----------------     -----------------
<S>                                      <C>                  <C>                  <C>                  <C> 
Contract revenue                         $     8,929          $     6,191          $    16,187          $    12,838
Cost of revenue                                7,193                5,045               13,139               10,087
                                         -----------          -----------          -----------          -----------
Gross profit                                   1,736                1,146                3,048                2,751

Selling, general and
   administrative expenses                       840                  598                1,539                1,486
Research and development
   expenses                                      229                  169                  431                  330
Amortization expense                              86                   60                  172                  121
                                         -----------          -----------          -----------          -----------
Operating income                                 581                  319                  906                  814

Other (income) expense:
   Interest income                              --                   --                     (1)                --
   Interest expense                              204                  219                  440                  491
   Other expense, net                             (1)                 (52)                  (5)                 (56)
                                         -----------          -----------          -----------          -----------
Income from operations before
   income taxes and
   extraordinary item                            378                  152                  472                  379
Income tax expense                               139                   56                  174                  140
                                         -----------          -----------          -----------          -----------
Income from operations before
   extraordinary item                            239                   96                  298                  239
Extraordinary item (net of
   income tax benefit of $54)
   (Note 5)                                      (93)                --                    (93)                --
                                         -----------          -----------          -----------          -----------
Net income                               $       146          $        96          $       205          $       239
                                         ===========          ===========          ===========          ===========

Earnings per common and
   common equivalent share
   (Note 6)

   Income from operations
     before extraordinary item           $      0.03          $      0.01          $      0.03          $      0.03
   Extraordinary item                          (0.01)                --                  (0.01)                --
                                         -----------          -----------          -----------          -----------
   Net income                            $      0.02          $      0.01          $      0.02          $      0.03
                                         ===========          ===========          ===========          ===========

Weighted average number of
   shares and common
   equivalent shares outstanding           7,316,766            7,180,094            7,320,111            7,204,109
                                         ===========          ===========          ===========          ===========


</TABLE>

                                        6




<PAGE>
 
<PAGE>



                             CRYENCO SCIENCES, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                               SIX MONTHS ENDED    SIX MONTHS ENDED
                                                               FEBRUARY 29, 1996   FEBRUARY 28, 1997
                                                               -----------------   -----------------
<S>                                                                 <C>               <C>     
OPERATING ACTIVITIES
Net income                                                          $    205          $    239
Adjustments to reconcile net income
   to net cash provided by operating activities:
      Depreciation                                                       399               544
      Amortization                                                       378               154
      Changes in operating assets and liabilities:
        Accounts receivable                                           (1,386)              419
        Costs and estimated earnings in excess of
          billings on uncompleted contracts                            1,323               877
        Inventories                                                      287            (1,609)
        Income taxes                                                      93              (235)
        Prepaid expenses and other assets                               (169)              (62)
        Accounts payable                                                (735)              528
        Accrued expenses                                                 235                44
                                                                    --------          --------

Net cash provided by operating activities                                630               899
                                                                    --------          --------

INVESTING ACTIVITIES
Purchases of property and equipment                                     (380)             (158)
Proceeds from sale of operating lease property                            --               550
                                                                    --------          --------
Net cash provided (used) by investing activities                        (380)              392
                                                                    --------          --------

FINANCING ACTIVITIES
Payments of long-term debt                                            (9,679)          (15,781)
Borrowings                                                             9,486            14,477
Dividends paid on preferred stock                                        (44)              (48)
                                                                    --------          --------
Net cash (used) by financing activities                                 (237)           (1,352)
                                                                    --------          --------

Net increase (decrease) in cash and cash equivalents                      13               (61)
Cash and cash equivalents at beginning of period                         632               111
                                                                    --------          --------

Cash and cash equivalents at end of period                          $    645          $     50
                                                                    --------          --------
                                                                    --------          --------
Supplementary disclosure of cash flow information:
   Cash paid for interest                                           $    377          $    471
   Cash paid for taxes                                                   100               375

Supplementary disclosures of noncash financing activity:
   Issuance of common stock in exchange for warrants
      exercised                                                     $      2          $     --
   Issuance of preferred stock in consideration for dividen
      payable                                                             --                 7
   Equipment acquired and financed under capital leases                  304                --


</TABLE>


                                        7





<PAGE>
 
<PAGE>


                             CRYENCO SCIENCES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                FEBRUARY 28, 1997
                                   (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 and six months ended February 28,
1997 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.      ACCOUNTS RECEIVABLE

        Certain amounts presented in Accounts  receivable,  affiliates at August
31, 1996 have been  reclassified to Accounts  receivable,  trade at February 28,
1997, due to an ownership change in Applied LNG  Technologies  USA, LLC ("ALT").
During the quarter the Company  sold its 49%  interest in ALT to an affiliate of
Golden Spread Energy, Inc., the 51% owner in ALT, for $49,000.

3.      INVENTORIES

        Inventories (in thousands) consisted of the following:


<TABLE>
<CAPTION>
                                                    AUGUST 31,        FEBRUARY 28,
                                                       1996               1997
                                                      ------             -----
<S>                                                   <C>               <C>    
Raw Materials                                         $ 3,344           $ 3,395
Finished goods and work-in-process                      1,139             2,877
                                                      -------           -------
                                                        4,483             6,272
Less reserve for obsolescence                            (150)             (330)
                                                      -------           -------
                                                      $ 4,333           $ 5,942
                                                      -------           -------
                                                      -------           -------

</TABLE>



                                        8


<PAGE>
 
<PAGE>



4.      LONG-TERM DEBT

        Long-term  debt (in  thousands) at February 28, 1997 is comprised of the
following:

<TABLE>
<S>                                                                        <C>
Note payable bearing interest at 14%, subordinated
   unsecured.  Interest and principal payments of $275,000
   are payable quarterly                                                  $1,150

Term loan maturing December 31, 1998 bearing interest
   at the reference rate (as defined in the loan agreement)
   plus 3/4% (9.0% at February 28, 1997) payable monthly 
   Principal payments of $12,806 are payable monthly                         538

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 February 28, 1997)                      6,596
Other                                                                        428
                                                                          ------

                                                                           8,712
Less current portion                                                       1,390
                                                                          ------
                                                                          $7,322
                                                                          ------
                                                                          ------

</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.


                                        9





<PAGE>
 
<PAGE>



5.      EXTRAORDINARY ITEM - EARLY EXTINGUISHMENT OF DEBT

        As a result of the early  retirement  of the Chemical  Bank debt and the
partial  payment on The CIT  Group/Equity  Investments,  Inc.  note, the Company
recognized an  extraordinary  expense of $93,000 (net of the related tax benefit
of $54,000) for the write down of deferred  financing  expenses related to these
debts during the three months ended February 29, 1996.

6.      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
$47,568 reduced the net earnings available to common  stockholders for the three
months and six months ended February 28, 1997,  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 and Six Months Ended
February 29, 1996 and February 28, 1997

        Contract  revenue  decreased  30.7% to $6.2 million for the three months
ended  February 28, 1997 from $8.9  million for the three months ended  February
29,  1996.  Contract  revenue  for the first six months of the 1997  fiscal year
decreased  20.7% to $12.8  million from $16.2 million for the same period of the
preceding  year.  The quarterly  decrease is the result of decreases in revenues
from  industrial  gas and LNG trailers,  MRI cryostats and  components,  and LNG
fueling  stations,   which  decreased  $2.6  million,   $837,000  and  $340,000,
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 large  horizontal  storage tanks,  which  increased  $699,000 and
$525,000,  respectively,  over the corresponding  1996 period. For the six month
period the decrease was  primarily  the result of the decrease in revenues  from
industrial gas and LNG trailers,  MRI cryostats and components,  and LNG fueling
stations, which decreased $3.1 million, $1.1 million and $538,000, respectively,
over the  corresponding six month period in the prior year. These decreases were
offset somewhat by increased revenues from TVAC'r' intermodal containers, spares
and special  cryogenic  equipment,  which  increased $1.0 million,  $191,000 and
$136,000, respectively, over the corresponding 1996 period.

        Gross  profit for the three months  ended  February  28, 1997  decreased
34.0% to $1.1 million, or 18.5% of contract revenue, from $1.7 million, or 19.4%
of contract revenue,  for the three months ended February 29, 1996. Gross profit
for the first six months of the 1997 fiscal year decreased 9.7% to $2.8 million,
or 21.4% of contract revenue,  from $3.0 million,  or 18.8% of contract revenue,
for the same period of the  previous  year.  The gross  profit  decrease for the
quarter  was the result of the  reduced  revenues  combined  with  losses on LNG
fueling station sales and unabsorbed  manufacturing overhead expenses due to the
reduced  level of shop  activity.  For the six month  period  the  decrease  was
primarily due to the reduced revenues and increased  warranty costs,  which were
offset somewhat by the increased gross profit percentage.

        Selling, general and administrative expenses decreased 28.8% to $598,000
for the three months ended  February 28, 1997 from $840,000 for the three months
ended  February 29, 1996,  and increased as a percentage of contract  revenue to
9.7% from 9.4%  during the same  period.  Selling,  general  and  administrative
expenses  for the  first  six  months of  fiscal  1997  decreased  3.4% to $1.49
million,  or 11.6% of contract revenue,  from $1.54 million, or 9.5% of contract
revenue,


                                       11





<PAGE>
 
<PAGE>



in the  corresponding  period in the  prior  year.  The  quarterly  decrease  is
primarily  due to the  unaccrued  reimbursement  for sales  expenses  related to
Applied LNG Technologies  USA, LLC.  Research and development costs decreased to
$169,000  for the three months  ended  February  28, 1997 from  $229,000 for the
three months ended  February 29, 1996,  and to $330,000 for the first six months
of fiscal 1997 compared to $431,000 for the comparable period of the prior year.
This  decrease is primarily the result of the decrease in  expenditures  for new
LNG  products,  which is  partially  offset by  increased  expenditures  for the
Company's TADOPTR development. Amortization expense decreased to $60,000 for the
three  months  ended  February  28, 1997 from $86,000 for the three months ended
February  29,  1996,  and to  $121,000  for the first six months of fiscal  1997
compared  to  $172,000  for the  comparable  period of the prior year due to the
completion of the organization cost amortization in the prior year.

        Interest  expense for the three months ended February 28, 1997 increased
7.4% to $219,000 from $204,000 for the three months ended  February 29, 1996 and
increased  11.6% to  $491,000  for the first six months of the 1997  fiscal year
from  $440,000  for the same  period of the  preceding  year.  This  increase is
primarily  due to  increased  levels of  borrowing.  Other  non-operating  items
resulted in income of $52,000 for the three  months  ended  February  28,  1997,
compared  to income of $1,000 in the  comparable  period of 1996,  and income of
$56,000  in the first six months of this year  compared  to income of $5,000 for
the first six months of the 1996 fiscal  year.  The  increase in income for both
periods  is  attributable  to the  $49,000  profit on the sale of the  Company's
interest in Applied LNG Technologies USA, LLC.

        Income tax  expense  decreased  to $56,000  for the three  months  ended
February 28, 1997 from $139,000 for the three months ended February 29, 1996 and
to $140,000  for the first six months of the fiscal year from  $174,000  for the
first six months of the prior  year.  The expense in both years is the result of
taxable income for the periods and estimated annual tax rates.

        The resulting net income decreased to $96,000 for the three months ended
February 28, 1997 from  $146,000 for the  corresponding  prior year period,  and
increased to $239,000 for the six months ended  February 28, 1997 from  $205,000
for the  corresponding  six month  period of the prior year.  This change is the
result of the cumulative effect of the above factors.

Liquidity and Capital Resources

        At February 28, 1997 the  Company's  working  capital was $9.8  million,
which  represented a current ratio of 2.7 to 1. Also, the Company's  outstanding
indebtedness  under the Credit Agreement with FBS Business  Finance  Corporation
("FBS") was $7.1 million,  of which $538,000  represented term  indebtedness and
$6.6  million  represented  revolving  indebtedness.  At  February  28, 1997 the
Company's outstanding indebtedness to The CIT Group/Equity Investments, Inc. was
$1.2 million which represented subordinated indebtedness.

        Cash flow from  operations  for the six months  ended  February 28, 1997
resulted in cash provided in the amount of $899,000 compared to cash provided of
$630,000 in the same period


                                       12





<PAGE>
 
<PAGE>



of the prior year. In the current year,  cash was provided  primarily by the net
income and by decreases in accounts  receivable and costs and estimated earnings
in excess of  billings  on  uncompleted  contracts  and an  increase in accounts
payable. These increases in cash were somewhat offset by cash used for increased
inventories.  In the six  months  ended  February  29,  1996  cash was  provided
primarily by net income and non-cash expenses.

        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.







                                       13






<PAGE>
 
<PAGE>



                           PART II - OTHER INFORMATION


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS

        The Company held its annual meeting of stockholders on January 23, 1997.
The  matters  submitted  to a vote of the  Company's  stockholders  were (i) the
election of five directors and (ii)  ratification  of the appointment of Ernst &
Young LLP as independent auditors for the 1997 fiscal year.

        The  Company's  stockholders  re-elected  the entire  Board of Directors
consisting of Alfred  Schechter,  Jerome L. Katz,  Russell R. Haines,  Burton J.
Ahrens and Ajit G. Hutheesing.

        The Company's  stockholders ratified the Board of Director's appointment
of Ernst & Young LLP as the Company's  independent  auditors for the 1997 fiscal
year by a vote of 5,521,430 for, 55,851 against and 10,450 abstaining.






                                       14






<PAGE>
 
<PAGE>



ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

        (a)    Exhibits

<TABLE>
<CAPTION>

   Exhibit     Description of Exhibits
   -------     -----------------------
   <C>         <S>
      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.


</TABLE>


                                       15





<PAGE>
 
<PAGE>


<TABLE>
   <C>         <S>
      4.3      Registration  Rights  Agreement dated as of August 30, 1991 among
               Cryenco Holdings, Inc. ("CHI"), The CIT Group/Equity Investments,
               Inc.  ("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 Company
               and Don M. Harwell,  incorporated by reference to Exhibit 4.12 to
               the Company's 1995 Annual Report.

</TABLE>


                                       16




<PAGE>
 
<PAGE>

<TABLE>
   <C>         <S>
      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.


</TABLE>

                                       17





<PAGE>
 
<PAGE>

<TABLE>
   <C>         <S>
      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.

</TABLE>


                                       18







<PAGE>
 
<PAGE>


<TABLE>
   <C>         <S>
      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  Data Schedule  pursuant to Article 5 of Regulation S-X
               filed with EDGAR filing only.


</TABLE>


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

    (b) No reports on Form 8-K have been filed during the quarter ended February
28, 1997.


                                       19





<PAGE>
 
<PAGE>



                                   SIGNATURES

    Pursuant to the  requirements  of the  Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                                   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

April 11, 1997


                                       20





<PAGE>
 
<PAGE>



                                  EXHIBIT INDEX


<TABLE>
<CAPTION>

   Exhibit     Description of Exhibits                                                    Page
   -------     -----------------------                                                    ----
   <C>         <S>
      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.


</TABLE>

                                       E-1





<PAGE>
 
<PAGE>





<TABLE>
<CAPTION>

   Exhibit     Description of Exhibits                                                    Page
   -------     -----------------------                                                    ----
   <C>         <S>
      4.3      Registration  Rights  Agreement dated as of August 30, 1991 among
               Cryenco Holdings, Inc. ("CHI"), The CIT Group/Equity Investments,
               Inc.  ("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.


</TABLE>

                                      E-2






<PAGE>
 
<PAGE>

<TABLE>
<CAPTION>

   Exhibit     Description of Exhibits                                                    Page
   -------     -----------------------                                                    ----
   <C>         <S>
      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 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.


</TABLE>


                                       E-3




<PAGE>
 
<PAGE>


<TABLE>
<CAPTION>

   Exhibit     Description of Exhibits                                                    Page
   -------     -----------------------                                                    ----
   <C>         <S>
      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.

      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.


</TABLE>

                                      E-4





<PAGE>
 
<PAGE>


<TABLE>
<CAPTION>

   Exhibit     Description of Exhibits                                                    Page
   -------     -----------------------                                                    ----
   <C>         <S>
      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.

      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  Data Schedule  pursuant to Article 5 of Regulation S-X
               filed with EDGAR filing only.

</TABLE>

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


                                       E-5



<PAGE>