SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 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 June 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, NY          10022
--------------------------------------------------------------------------------
     (Address of registrant's principal executive offices)    (Zip Code)

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

                             CELLPRO, INCORPORATED
                   22215 26th Avenue S.E., Bothell, WA 98021
--------------------------------------------------------------------------------
             (Former name, former address, and former fiscal year,
                         if changed since last report)

     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 [ ]


 Common Stock, $0.001 par value              Outstanding at July 31, 1999:

                                                      14,633,985


<PAGE>
                                     INDEX



                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements:

        Consolidated Balance Sheets - June 30, 1999 (unaudited)
        and March 31, 1999                                                3

        Consolidated Statements of Operations -
        Three months ended June 30, 1999 and 1998 (unaudited)             4

        Condensed Consolidated Statements of Cash Flows -
        Three months ended June 30, 1999 and 1998 (unaudited)             5

        Notes to Consolidated Financial Statements                        6

Item 2. Management's Discussion and Analysis of
        Financial Condition and Results of Operations                     8

                          PART II - OTHER INFORMATION

Item 1. Legal Proceedings                                                10

Item 6. Exhibits and Reports on Form 8-K                                 10

        All other items under Part II are inapplicable or
        have a negative response and are therefore omitted.

SIGNATURES                                                               11
<PAGE>

                         PART I - FINANCIAL INFORMATION

Item 1.  FINANCIAL STATEMENTS


                           CPX CORP. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS

                  JUNE 30, 1999 (UNAUDITED) AND MARCH 31, 1999

<TABLE>
<CAPTION>
                                     ASSETS

                                                       June 30,             March 31,
                                                         1999                 1999
                                                      ---------            ---------
                                                     (Unaudited)
<S>                                                <C>                 <C>
  Cash and cash equivalents                        $   1,090,424       $   17,061,247
  Accounts receivable, net of allowance for
        doubtful accounts of $0 & $13,491                     --              213,690
  Marketable securities                                       --            1,367,743
  Prepaid expenses                                           711              222,239
  Equipment                                                   --                3,000
  Investment in and receivable from subsidiary           370,030              370,030
                                                    ------------         ------------
Total assets                                       $   1,461,165        $  19,237,949

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Accounts payable                                $          --        $       6,284
   Prepetition debt                                           --           12,683,306
   Other liabilities                                          --            1,520,622
                                                    ------------         ------------
Total liabilities                                             --           14,210,212

Stockholders' equity:
   Common stock, $.001 par value; 25,000,000 shares
     authorized; 14,633,985 shares issued
     and outstanding                                      14,634               14,634
   Additional paid-in capital                        166,735,346          169,908,483
   Accumulated deficit                              (165,288,815)        (164,895,380)
                                                    ------------         ------------
Total stockholders' equity                             1,461,165            5,027,737
                                                    ------------         ------------
Total liabilities and stockholders' equity         $   1,461,165        $  19,237,949
                                                    ============         ============

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

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

                   THREE MONTHS ENDED JUNE 30, 1999 AND 1998
                                  (UNAUDITED)

                                                     Three months ended June 30,
                                                         1999           1998
                                                     ------------   ------------
Product sales                                       $         --   $  2,492,829
Contract revenue                                              --         95,443
                                                     -----------    -----------
Total revenues                                                --      2,588,272

Costs and expenses:
  Cost of product sales                                       --      1,232,677
  Other cost of sales                                         --        685,324
  Research and development                                    --      2,841,057
  Selling, general and administrative                    436,084      3,191,709
                                                     -----------    -----------
    Total costs and expenses                             436,084      7,950,767

      Loss from operations                              (436,084)    (5,362,495)
                                                     -----------    -----------
Other income (expense):
   Interest income                                       159,675        349,808
   Interest expense                                     (117,026)        (6,174)
   Other, net                                                 --         54,115
                                                     -----------    -----------
     Total other income                                   42,649        397,749
                                                     -----------    -----------
       Net loss                                     $   (393,435)  $ (4,964,746)
                                                     ===========    ===========


Net loss per share - basic and diluted              $      (0.03)  $      (0.34)


Weighted average number of common shares
outstanding during the period - basic and diluted     14,633,985     14,621,040


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

                   THREE MONTHS ENDED JUNE 30, 1999 AND 1998
                                  (UNAUDITED)
<TABLE>
<CAPTION>
                                                             Three months ended June 30,
                                                              1999                1998
                                                        -----------------------------------
<S>                                                     <C>                 <C>
    Net cash used in operating activities               $    (1,482,772)    $    (5,591,887)
                                                         --------------      --------------

Cash flows from investing activities:
  Purchase of property and equipment                                 --             (37,311)
  Proceeds from sales and maturities
    of securities available for sale                                 --           2,068,780
  Proceeds from sale of fixed assets                                650                  --
  Purchase of restricted cash equivalents                            --            (756,789)
  Change in other assets                                             --              (6,185)
                                                         --------------      --------------
    Net cash provided by investing activities                       650           1,268,495


Cash flows from financing activities:
  Principal payments on long-term debt                               --             (59,322)
  Payments on pre petition debt, net                        (11,315,564)                 --
  Issuance of Common Stock, net
    of issuance costs                                                --              40,409
  Distribution to shareholders                               (3,173,137)                 --
  Other                                                              --              20,687
                                                         --------------      --------------
    Net cash provided by (used in) financing activities     (14,488,701)              1,774

Net decrease in cash and cash equivalents                   (15,970,823)         (4,321,618)

Cash and cash equivalents:
    Beginning of period                                      17,061,247          12,463,465

    End of period                                       $     1,090,424     $     8,141,847
                                                         ==============      ==============
</TABLE>
          See accompanying notes to consolidated financial statements.

<PAGE>
                           CPX CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        THREE MONTHS ENDED JUNE 30, 1999
                                  (UNAUDITED)




1.      Basis of Presentation

     The accompanying unaudited consolidated financial statements 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.  All such adjustments are
normal and recurring in nature. Results for the three months ended June 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") 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 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  has a loss  from  operations,  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 June 30,  1998.  Outstanding  stock  options  could
potentially dilute EPS in future periods.

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 30 during the quarter ended June 30, 1998.
Comprehensive income includes net loss as shown in the consolidated statement of
operations  adjusted by certain  amounts  which 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:

                                       June 30, 1999      June 30, 1998
                                       -------------      -------------
  Net loss                             $    (393,435)     $  (4,964,746)
  Foreign currency translation                    --             20,686
  Net unrealized gain (loss) on
    securities available for sale                 --             (5,545)
                                        ------------       ------------
  Comprehensive loss                   $    (393,435)     $  (4,949,605)
                                        ============       ============

<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
intends  to make  final  distribution  of funds to equity  holders  pending  the
receipt of the proceeds from the sale of its European subsidiaries.  The Company
expects  to  receive  $370,030  sales  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 $1,090,000 as
of June 30, 1999 and approximately $17,061,000 as of March 31, 1999. Elimination
of virtually all liabilities and payment to stockholders combined to account for
the  decrease in cash.  At June 30,  1999,  the Company had no  liabilities  and
consequently the Company's working capital balance was approximately $1,090,000.
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

     Losses from  operations  for the three  months ended June 30, 1999 and 1998
were ($436,084) and  ($5,362,495),  respectively.  The decreased loss during the
three  months  ended June 30,  1999  resulted  from no product  sales,  costs of
production,  or research and  development  activity  during the first quarter of
1999.

     General and administrative  expenses of $436,084 for the quarter ended June
30, 1999 was down  significantly from approximately $3.2 million for the quarter
ended June 30, 1998. The decrease was due to lower  administrative  demands as a
result of no operating activities.

     Total  other  income for the three  months  ended June 30, 1999 and 1998 of
$42,649 and $397,749, respectively, was higher  during the June 30, 1998 quarter
primarily due to higher interest income and lower interest expense.

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 1.  LEGAL PROCEEDINGS

     On October 28, 1998, CellPro, Incorporated ("CellPro") 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.

     Details  of  information  required  by this  item were  included  under the
captions  "INVESTMENT  CONSIDERATIONS" and "LEGAL PROCEEDINGS" in Part I, Item 2
in the  Company's  form 10-Q for the period  ending June 30, 1998 filed with the
Securities and Exchange Commission on August 21, 1998 and is incorporated herein
by reference.

     Further  clarification of information required by this item was included in
the footnotes to the audited  Financial  Statements for the year ended March 31,
1999 on the Company's form 8-K filed with the Securities and Exchange Commission
on August 23, 1999 and is incorporated herein by reference.

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.

        (i)  Report  on Form  8-K  dated  May  27,  1999  reporting  Unscheduled
             Material Events.

        (ii) Report  on Form 8-K  dated  April 20,  1999  reporting  Unscheduled
             Material Events.

<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:  August 23, 1999