UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 --------------

                                   FORM 10-Q

     [X]         QUARTERLY REPORT PURSUANT TO SECTION 13 OR15(d)
                 OF THE SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended September 30, 1999

                                       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: 0-19472

                                   CPX CORP.
             (Exact name of registrant as specified in its charter)

         Delaware                                              94-3087971
(State or other jurisdiction of                             (I.R.S. Employer
 incorporation or organization)                              Identification No.)


                        150 East 52nd Street 21st Floor,
                            New York, New York 10022
        (Address of registrant's principal executive offices) (Zip Code)

                                 (877) 431-2942
              (Registrant's telephone number, including area code)


     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 [ ]


                                                             OUTSTANDING AT
           CLASS                                            NOVEMBER 12, 1999

Common Stock, $0.001 par value                                  14,633,985
<PAGE>
                           CPX CORP. AND SUBSIDIARIES
                                     INDEX



                                                                       PAGE NO.
PART I  FINANCIAL INFORMATION

Item 1. Financial Statements:

        Condensed Consolidated Balance Sheets as of
        September 30, 1999 (unaudited) and March 31, 1999                 3

        Condensed Consolidated Statements of Operations for the
        Three Months ended September 30, 1999 and 1998 (unaudited)        4

        Condensed Consolidated Statements of Operations for the
        Six Months ended September 30, 1999 and 1998 (unaudited)          5

        Condensed Consolidated Statements of Cash Flows for the
        Six months ended September 30, 1999 and 1998 (unaudited)          6

        Notes to Condensed Financial Statements                           7

Item 2. Management's Discussion and Analysis of Financial Condition
        and Results of Operations                                         9

PART II OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K                                 11

Signatures                                                               12
<PAGE>

PART I: FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS


                           CPX CORP. AND SUBSIDIARIES
                     CONDENSED CONSOLIDATED BALANCE SHEETS

               September 30, 1999 (UNAUDITED) AND March 31, 1999
<TABLE>
<CAPTION>


                                                               September 30,      March 31,
                                                                   1999             1999
                                                                (Unaudited)
                                     ASSETS
<S>                                                           <C>              <C>
        Cash and cash equivalents .........................   $   1,269,000    $  17,061,000
        Accounts receivable, net of allowance for
                doubtful accounts of $0 & $13,491 .........            --            214,000
        Marketable securities .............................            --          1,368,000
        Prepaid expenses ..................................            --            222,000
        Equipment .........................................            --              3,000
        Investment in and receivable from subsidiary ......            --            370,000
                                                              -------------    -------------
Total assets ..............................................   $   1,269,000    $  19,238,000
                                                              =============    =============
                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
        Accounts payable ..................................   $        --      $       6,000
        Pre-petition debt .................................            --         12,683,000
        Other liabilities .................................            --          1,521,000
                                                              -------------    -------------
Total liabilities .........................................            --         14,210,000

Stockholders' equity:
        Common stock, $.001 par value; 25,000,000
                shares authorized; 14,633,985 shares issued
                and outstanding ...........................          15,000           15,000
        Additional paid-in capital ........................     165,271,000      169,908,000
        Accumulated deficit ...............................    (164,017,000)    (164,895,000)

Total stockholders' equity ................................       1,269,000        5,028,000
                                                              -------------    -------------

Total liabilities and stockholders' equity ................   $   1,269,000    $  19,238,000
                                                              =============    =============

</TABLE>
          See accompanying notes to consolidated financial statements.

<PAGE>
                           CPX CORP. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF OPERATIONS

                 THREE MONTHS ENDED September 30, 1999 AND 1998
                                  (UNAUDITED)
<TABLE>
<CAPTION>

                                                          Three months ended September 30,
                                                                 1999            1998

<S>                                                         <C>             <C>
Product sales ...........................................   $         --    $  4,069,000
                                                            ------------    ------------

Total revenues ..........................................             --       4,069,000

Costs and expenses:
        Cost of product sales ...........................             --       8,856,000
        Research and development ........................             --       3,189,000
        Selling, general and administrative .............        389,000       3,714,000
                                                            ------------    ------------
                Total costs and expenses ................        389,000      15,760,000
                                                            ------------    ------------
                        Loss from operations ............       (389,000)    (11,691,000)

Other income (expense):
        Interest income .................................          8,000              --
        Legal settlement ................................      1,400,000              --
        Administrative reserve ..........................        250,000              --
        Other, net ......................................          2,000      (1,333,000)
                                                            ------------    ------------
                Total other income/(expense).............      1,660,000      (1,333,000)
                                                            ------------    ------------
                        Net income/(loss) ...............   $  1,271,000    $(13,024,000)
                                                            ============    ============


Net income/(loss) per share - basic and diluted             $       0.09    $      (0.89)


Weighted average number of common shares
  outstanding during the period - basic and diluted           14,634,000      14,621,000

</TABLE>

          See accompanying notes to consolidated financial statements.

<PAGE>
                           CPX CORP. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF OPERATIONS

                  SIX MONTHS ENDED September 30, 1999 AND 1998
                                  (UNAUDITED)
<TABLE>
<CAPTION>

                                                           Six months ended September 30,
                                                                 1999           1998

<S>                                                         <C>             <C>
Product sales ...........................................   $         --    $  6,657,000
                                                            ------------    ------------

Total revenues ..........................................             --       6,657,000

Costs and expenses:
        Cost of product sales ...........................             --      10,774,000
        Research and development ........................             --       6,030,000
        Selling, general and administrative .............        825,000       6,906,000
                                                            ------------    ------------
                Total costs and expenses ................        825,000      23,710,000
                                                            ------------    ------------
                        Loss from operations ............       (825,000)    (17,053,000)

Other income (expense):
        Interest income .................................        168,000         594,000
        Interest expense ................................       (117,000)             --
        Legal settlement ................................      1,400,000              --
        Administrative reserve ..........................        250,000              --
        Other, net ......................................          2,000      (1,529,000)
                                                            ------------    ------------
                Total other income/(expense).............      1,703,000        (935,000)
                                                            ------------    ------------
                        Net income/(loss) ...............   $    878,000    $(17,988,000)
                                                            ============    ============


Net income/(loss) per share - basic and diluted             $       0.06    $      (1.23)


Weighted average number of common shares
  outstanding during the period - basic and diluted           14,634,000      14,621,000

</TABLE>

          See accompanying notes to consolidated financial statements.
<PAGE>
                           CPX CORP. AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                  SIX MONTHS ENDED September 30, 1999 AND 1998
                                  (UNAUDITED)
<TABLE>
<CAPTION>

                                                           Six months ended September 30,
                                                                 1999           1998

<S>                                                         <C>             <C>
Net cash used in operating activities ...................   $   (210,700)    $(18,798,000)


Cash flows from investing activities:
    Proceeds from sale of subsidiary ....................        370,000              --
    Proceeds from sale of equipment......................            700              --
    Proceeds from sales and maturities of
        of securities available for sale ................             --       7,746,000
    Change in restricted cash equivalents ...............             --       7,603,000
                                                            ------------    ------------
    Net cash provided by investing activities ...........        370,700      15,349,000
                                                            ------------    ------------

Cash flows from financing activities:
    Principal payments on long-term debt ................             --        (644,000)
    Payments on pre petition debt, net ..................    (11,315,000)             --
    Issuance of Common Stock, net
        of issuance costs ...............................             --          41,000
    Distribution to shareholders ........................     (4,637,000)             --
    Other ...............................................             --          27,000
                                                            ------------    ------------
    Net cash used in financing activities................    (15,952,000)       (576,000)
                                                            ------------    ------------
Net decrease in cash and cash equivalents ...............    (15,792,000)     (4,025,000)

Cash and cash equivalents:
    Beginning of period .................................     17,061,000      12,464,000
                                                            ------------    ------------
    End of period .......................................   $  1,269,000    $  8,439,000
                                                            ============    ============
</TABLE>
          See accompanying notes to consolidated financial statements.

<PAGE>
                           CPX CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      SIX MONTHS ENDED SEPTEMBER 30, 1999
                                  (Unaudited)

1.      Basis of Presentation

     The accompanying  unaudited  consolidated financial statements of CPX Corp.
(the  "Company,"   formerly  named  Cellpro   Corporation)  should  be  read  in
conjunction with the audited  financial  statements and notes there to contained
in the  Company's  Report on Form 8-K for the year ended March 31, 1999.  In the
opinion of management,  all adjustments necessary for a fair presentation of the
interim operating  results are reflected  herein.  Results for the three and six
months ended  September 30, 1999 are not  necessarily  indicative of the results
that may be expected  either for any other  quarter in the year ending March 31,
2000 or for the entire year ending March 31, 2000.

2.      Operations

     The Company  currently  has no operating  business.  Management is pursuing
various strategic  alternatives  which include the possible use of the Company's
remaining net assets to acquire, merge, consolidate or otherwise combine with an
operating business or businesses;  however,  there is no assurance that any such
alternatives will occur.

3.      Bankruptcy Plan and Distribution of Funds

     On October 28, 1998, CellPro,  Incorporated  ("CellPro," the former name of
the Company)  filed for  bankruptcy  protection  under  Chapter 11 of the United
States  Bankruptcy Code, Case No. 98-13604 in the United States Bankruptcy Court
for the Western District of Washington,  Judge Karen  Overstreet  presiding (the
"Bankruptcy  Court").  On May 21,  1999 the  Bankruptcy  Court  issued  an order
confirming CellPro's Second Amended Plan of Reorganization (the "Plan") dated as
of May 10, 1999. The effective date of the Plan occurred on June 1, 1999.

4.      Net Income Loss Per Share

     Presentation  of basic  earnings  per share  ("EPS") and diluted EPS on the
face of the consolidated  statements of operations is required for entities with
complex capital structures. Basic EPS is based on the weighted average number of
common  shares  outstanding  during  the  period.  Diluted  EPS is  based on the
potential dilution that would occur on exercise or conversion of securities into
common stock using the treasury stock method.  However,  potential common shares
that are  considered to be  anti-dilutive  are excluded from the  computation of
diluted EPS. Since the Company had a loss from  operations for the three and six
months ended  September 30, 1998  inclusion of potential  common shares would be
anti-dilutive. Accordingly, such potential common shares have been excluded from
the  computation  of diluted EPS resulting in the same amount for both basic and
diluted  EPS.  Specifically,  options to acquire  2.7  million  shares have been
excluded from the  calculation of diluted EPS for the quarters  ended  September
30, 1998.  Outstanding  stock  options  could  potentially  dilute EPS in future
periods.  For the quarters  ending  September  30,  1999,  there were no options
outstanding and thus no potential dilutive effect.


5.      Comprehensive Income

     In June 1997, the Financial  Accounting Standards Board issued Statement of
Financial Accounting Standards No. 130, "Reporting  Comprehensive Income" ("SFAS
130"). The Company  implemented SFAS 130 during the quarter ended June 30, 1998.
Comprehensive  income includes net  income/(loss)  as shown in the  consolidated
statement  of  operations  adjusted  by certain  amounts  that are  included  in
stockholders'  equity  accounts.  Net  unrealized  gains or losses on securities
available for sale and foreign currency translation  adjustments  resulting from
the consolidation of foreign operations are the only two adjustments to net loss
to  arrive  at  the  Company's   comprehensive   loss.  The  table  below  shows
comprehensive loss for the periods presented:

<TABLE>
<CAPTION>

                                        September 30, 1999             September 30, 1998
                                        ------------------             ------------------
                                   Three months    Six months      Three months      Six months
<S>                                <C>            <C>              <C>             <C>
Net Income/(loss)                  $  1,271,000   $   878,000      $(13,024,000)   $(17,988,000)
Foreign currency translation                 --            --                --          21,000
Net unrealized gain (loss) on
   securities available for sale             --            --                --          (6,000)
                                   ------------   -----------      ------------    ------------
Comprehensive Income/(loss)        $  1,271,000   $   878,000      $(13,024,000)   $(17,973,000)
                                   ============   ===========      ============    ============
</TABLE>
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

OVERVIEW

     The Company filed a voluntary petition for reorganization  under Chapter 11
of the United  States  Bankruptcy  Code on October  28,  1998,  and the  Company
commenced liquidation shortly thereafter.  The Company announced in June that it
has changed its name to CPX Corp. from Cellpro,  Incorporated.  Also during June
1999 the Company  distributed funds to equity holders and in September 1999 made
final  distribution  of funds to equity holders having received the $1.4 million
proceeds from the sale of its European subsidiaries

     Except for disclosures that report the Company's  historical  results,  the
statements  set forth in this  section are  forward-looking  statements.  Actual
results  may differ  materially  from  those  projected  in the  forward-looking
statements.  Additional  information  concerning  factor  that may cause  actual
results to differ  materially from those in the  forward-looking  statements are
set forth in the section entitled  "Investment  Considerations" in the Company's
Annual Report on Form 10-K for the fiscal year ended March 31, 1998," and in the
Company's other filings with the Securities and Exchange Commission. Readers are
cautioned not to place undue reliance on these forward-looking statements, which
speak only as of the date hereof.  The Company  assumes no  obligation to update
any such  forward-  looking  statements  or  comment on the  reasons  why actual
results may differ therefrom.


LIQUIDITY AND CAPITAL RESOURCES

     The Company's cash and cash equivalents totaled approximately $1,269,000 as
of  September  30,  1999 and  approximately  $17,061,000  as of March 31,  1999.
Elimination of virtually all  liabilities,  loss on  operations,  and payment to
stockholders  combined to account for the  decrease in cash.  At  September  30,
1999,  the Company had no liabilities  and  consequently  the Company's  working
capital  balance  was  approximately  $1,269,000.  While  the  Company  seeks an
acquisition or other business combination, management believes its cash position
is sufficient to cover  administrative  expenses and current obligations for the
foreseeable  future.  There can be no assurance that the Company will be able to
locate or purchase an  additional  business,  or that any such  business will be
profitable.  In order to finance an acquisition,  the Company may be required to
incur or assume indebtedness or issue securities.

RESULTS OF OPERATIONS

     Income/(loss)  from operations for the three and six months ended September
30,  1999  and  1998  were  $1,271,000  and  $878,000  and   ($13,024,000)   and
($17,988,000),  respectively.  The income  during the three and six months ended
September  30, 1999 resulted  primarily  from no costs of  production,  interest
income and a favorable legal settlement. Proceeds from the legal settlement were
recognized in income and then distributed to shareholders as return of capital.

     Costs and expenses of $825,000 for the six months ended  September 30, 1999
were down significantly from approximately  $23,710,000 for the six months ended
September 30, 1998.  The decrease was due to lower  administrative  demands,  no
cost of production,  and no research and development expense since there were no
operating activities.  Almost all of the $825,000 costs and expenses for the six
months ended  September 30, 1999 were incurred as a result of the  restructuring
of the Company and the legal settlement.

YEAR 2000 COMPLIANCE

     Many information technology and process control systems used in the current
business  environment were designed to use only two digits in the date field and
thus may not function  properly in the Year 2000 and after. This could result in
system  failures  or  in   miscalculations   causing  disruption  of  operations
including,  but not limited to, an ability to process transactions,  to send and
receive  electronic  data,  or to  engage in  routing  business  activities  and
operations.

     The Company  intends to make the  necessary  modifications  to mitigate the
risk of disruption to its  operations.  The costs of this project and its timely
completion  are  dependent  upon  numerous   assumptions  about  future  events,
including availability of certain resources,  third party remediation plans, and
other  factors,  many  of  which  are  beyond  the  Company's  control.  If such
modifications are not completed timely, or if any of the Company's customers and
suppliers do not successfully deal with the Year 2000 issue, the Year 2000 issue
could have a material adverse impact on the operations of the Company.


<PAGE>

PART II. OTHER INFORMATION


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

        (a) Exhibits

            Exhibit 27 - Financial Data Schedule  (filed as part of the
                         electronic filing only).

        (b) Reports on Form 8-K

        The Registrant filed the following current report on Form 8-K during the
        quarter for which this report is filed.

             None

<PAGE>
                                   SIGNATURES

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

                                   CPX, CORP. (Registrant)



                                   /s/ Warren G. Lichtenstein
                                   ------------------------------------
                                   Warren G. Lichtenstein
                                   President


                                   /s/ Brian Lorber
                                   ------------------------------------
                                   Brian Lorber
                                   Secretary/Treasurer



Date:  November 15, 1999