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 September 30, 2000

                                       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)


     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 by check mark whether the  registrant  has filed all documents and
reports  required  to be filed by  Sections  12, 13, or 15(d) of the  Securities
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by a court. Yes [x] No [ ]

                                                                Outstanding at
                                                               October 16, 2000

Common Stock, $0.001 par value                                    14,633,985
<PAGE>

                                      INDEX



                                                                            PAGE
PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements:

         Consolidated Balance Sheets - September 30, 2000 (unaudited)
         and March 31, 2000..................................................  3

         Consolidated Statements of Operations -
         Three months ended September 30, 2000 and 1999 (unaudited)..........  4

         Consolidated Statements of Operations -
         Six months ended September 30, 2000 and 1999 (unaudited)............  5

         Condensed Consolidated Statements of Cash Flows -
         Six months ended September 30, 2000 and 1999 (unaudited)............  6

         Notes to Consolidated Financial Statements..........................  7

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

PART II. OTHER INFORMATION

Item 1.  Legal Proceedings...................................................  9

Item 6.  Exhibits and Reports on Form 8-K....................................  9

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

SIGNATURES................................................................... 10
<PAGE>



                          PART I: FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS


                           CPX CORP. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

                SEPTEMBER 30, 2000 (unaudited) and MARCH 31, 2000
<TABLE>
<CAPTION>

                                                                       September 30,             March 31,
                                                                            2000                    2000
                                                                      ---------------         --------------
                                                                        (Unaudited)
<S>                                                                   <C>                     <C>
ASSETS

     Cash and cash equivalents                                        $     1,304,000         $    1,277,000
                                                                      ---------------         --------------

Total assets                                                          $     1,304,000         $    1,277,000
                                                                      ===============         ==============

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
     Accounts payable                                                 $         4,000         $       33,000
                                                                      ---------------         --------------

Total liabilities                                                               4,000                 33,000

Stockholders' equity:
     Preferred stock, $.001 par value; 1,000,000
         shares authorized and unissued                                            --                     --
     Common stock, $.001 par value; 29,000,000
         shares authorized; 14,633,985 shares issued
         and outstanding                                                       15,000                 15,000
     Additional paid-in capital                                           165,372,000            165,372,000
     Accumulated deficit                                                 (164,087,000)          (164,143,000)
                                                                      ---------------         --------------

Total stockholders' equity                                                  1,300,000              1,244,000
                                                                      ---------------         --------------


Total liabilities and stockholders' equity                            $     1,304,000         $    1,277,000
                                                                      ===============         ==============
</TABLE>

          See accompanying notes to consolidated financial statements.
<PAGE>

                           CPX CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS

             FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                                            2000                    1999
                                                                      --------------          --------------

<S>                                                                   <C>                     <C>
Revenues                                                                          --                      --

Costs and expenses:

     Selling, general and administrative                              $        4,000          $      389,000
                                                                      --------------          --------------

         Total costs and expenses                                              4,000                 389,000
                                                                      --------------          --------------

              Loss from operations                                            (4,000)               (389,000)

Other income (expense):
     Interest income                                                          18,000                   8,000
     Legal settlement                                                             --               1,400,000
     Administrative reserve                                                       --                 250,000
     Other, net                                                               40,000                   2,000
                                                                      --------------          --------------

         Total other income                                                   58,000               1,660,000
                                                                      --------------          --------------

              Net income                                              $       54,000          $    1,271,000
                                                                      ==============          ==============



Net income per share - basic and diluted                              $         0.00          $         0.09
                                                                      ==============          ==============


Weighted average number of common shares
     outstanding during the period - basic and diluted                    14,634,000              14,634,000
</TABLE>



          See accompanying notes to consolidated financial statements.
<PAGE>


                           CPX CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS

              FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                                            2000                    1999
                                                                      --------------          -------------

<S>                                                                   <C>                     <C>
Revenues                                                                          --                     --

Costs and expenses:

     Selling, general and administrative                              $       19,000          $     825,000
                                                                      --------------          -------------

         Total costs and expenses                                             19,000                825,000
                                                                      --------------          -------------

              Loss from operations                                           (19,000)              (825,000)

Other income (expense):
     Interest income                                                          35,000                168,000
     Interest expense                                                             --               (117,000)
     Legal settlement                                                             --              1,400,000
     Administrative reserve                                                       --                250,000
     Other, net                                                               40,000                  2,000
                                                                      --------------          -------------

         Total other income                                                   75,000              1,703,000
                                                                      --------------          -------------

              Net income                                              $       56,000          $     878,000
                                                                      ==============          =============



Net income (loss) per share - basic and diluted                       $         0.00          $        0.06
                                                                      ==============          =============


Weighted average number of common shares
     outstanding during the period - basic and diluted                    14,634,000             14,634,000
</TABLE>



          See accompanying notes to consolidated financial statements.
<PAGE>


                           CPX CORP. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                  SIX MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
                                   (UNAUDITED)
<TABLE>
<CAPTION>


                                                                            2000                    1999
                                                                      --------------          --------------

<S>                                                                   <C>                     <C>
Cash flows from investing activities:

   Net cash provided by (used in) operating activities                $       27,000          $     (210,700)


Cash flows from investing activities:

     Proceeds from sale of subsidiary and equipment                               --                 370,700
                                                                      --------------          --------------
   Net cash provided by investing activities                                      --                 370,700

Cash flows from financing activities:

     Payments on pre petition debt, net                                           --             (11,315,000)
     Distribution to shareholders                                                 --              (4,637,000)
                                                                      --------------          --------------

   Net cash used in financing activities                                          --             (15,952,000)
                                                                      --------------          --------------

Net increase (decrease) in cash and cash equivalents                          27,000             (15,792,000)

Cash and cash equivalents:

    Beginning of period                                                    1,277,000              17,061,000
                                                                      --------------          --------------

    End of period                                                     $    1,304,000          $    1,269,000
                                                                      ==============          ==============
</TABLE>


          See accompanying notes to consolidated financial statements.
<PAGE>



                           CPX CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2000 AND 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 10-K for the year  ended  March 31,
2000.  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 six months ended
September  30, 2000 are not  necessarily  indicative  of the results that may be
expected  either for any other  quarter in the year ending March 31, 2001 or for
the entire year ending March 31, 2001.

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, at which time the company
changed  its name to CPX Corp.  The Company  announced  in June 1999 that it had
changed its name to CPX Corp. from Cellpro, Incorporated. In accordance with the
plan the Company  distributed funds to equity holders in June 1999. In addition,
the Company made a final distribution in September 1999 based on the proceeds of
a legal settlement and the sale of its European subsidiaries.

4.   Net Income 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. For the three and six months ended
September  30, 2000 and 1999,  there were no  potentially  dilutive  instruments
outstanding. Accordingly basic and fully diluted shares are the same.
<PAGE>


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2000 AND SEPTEMBER 30, 1999

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 1999
that it had  changed  its  name to CPX  Corp.  from  Cellpro,  Incorporated.  In
accordance with the plan the Company distributed funds to equity holders in June
1999. In addition, the Company made a final distribution in September 1999 based
on the proceeds of a legal settlement and 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  factors  that may cause actual
results to differ materially from those in the forward-looking statements is set
forth in the  Company's  Annual  Report on Form 10-K for the  fiscal  year ended
March 31, 2000,  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  $1.304
million as of September 30, 2000 and  approximately  $1.277  million as of March
31, 2000. Net income of $56,000 for the six months ended  September 30, 2000 and
reduced  accounts  payable  generated the small  increase in cash. The Company's
working  capital balance at September 30, 2000 was  approximately  $1.3 million.
The  Company  is  seeking  an  acquisition  or other  business  combination  and
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 a 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 from  operations  for the three months ended  September 30, 2000 and
1999 were $54,000 and  $1,271,000,  respectively.  Income for the quarter  ended
September  30, 2000  included bank interest of $18,000 and refunds of previously
expensed legal fees of $40,000.  For the quarter ended September 30, 1999 income
consisted of $1.4 million for a settlement,  $8,000 interest earned,  and $2,000
in refunds.

     For the six months ended September 30, 2000 and 1999 income was $56,000 and
$878,000,  respectively.  For the six months during 2000,  income items included
$35,000  interest and $40,000 for refunds.  The six month period ended September
30, 1999 income included $1.4 million legal settlement,  $250,000 reversal of an
administrative  reserve,  and  $168,000 for  interest.  All the income items are
considered other income as there was no revenue earned.

     General and  administrative  expenses for the three months ended  September
30,  2000,  and 1999 were $4,000 and  $389,000,  respectively.  The 2000 quarter
expenses were  accounting  and  administrative.  Legal  expenses  related to the
bankruptcy were the major component of the second quarter 1999 expenses. General
and administrative expenses for the six months ended September 30, 2000 and 1999
were $19,000 and $825,000, respectively, with each time period reflecting nearly
equal expenditure on administrative and legal.
<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

                  None.
<PAGE>



                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act  of  1934,  he
Registrant  as 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 14, 2000