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, 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
                                                               July 31, 2000

Common Stock, $0.001 par value                                  14,633,985


<PAGE>


                                      INDEX



                                                                            PAGE
PART I   FINANCIAL INFORMATION

Item 1.  Financial Statements:

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

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

         Condensed Consolidated Statements of Cash Flows -
         Three months ended June 30, 2000 and 1999 (unaudited).............   5

         Notes to Consolidated Financial Statements........................   6

Item 2.  Management's Discussion and Analysis of
         Financial Condition and Results of Operations.....................   7

PART II  OTHER INFORMATION

Item 1.  Legal Proceedings.................................................   8

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

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

SIGNATURES.................................................................   9
<PAGE>

                          PART I: FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS


                           CPX CORP. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

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

                                                                      June 30,              March 31,
                                                                        2000                  2000
                                                                     (Unaudited)

<S>                                                              <C>                     <C>
ASSETS

     Cash and cash equivalents                                   $     1,277,592         $    1,276,667
                                                                 ---------------         --------------

Total assets                                                     $     1,277,592         $    1,276,667
                                                                 ===============         ==============

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
     Accounts payable                                            $        31,372         $       32,551
                                                                 ---------------         --------------

Total liabilities                                                         31,372                 32,551

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                                                  14,634                 14,634
     Additional paid-in capital                                      165,371,947            165,371,947
     Accumulated deficit                                            (164,140,361)          (164,142,465)
                                                                ----------------        ---------------

Total stockholders' equity                                             1,246,220              1,244,116
                                                                 ---------------         --------------


Total liabilities and stockholders' equity                       $     1,277,592         $    1,276,667
                                                                 ===============         ==============
</TABLE>


          See accompanying notes to consolidated financial statements.
<PAGE>


                           CPX CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS

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

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

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

Costs and expenses:

     Selling, general and administrative                                          15,065              436,084
                                                                          --------------       --------------

         Total costs and expenses                                                 15,065              436,084
                                                                          --------------       --------------

              Loss from operations                                               (15,065)            (436,084)

Other income (expense):
     Interest income                                                              16,576              159,675
     Interest expense                                                                 --             (117,026)
     Other, net                                                                      594                   --
                                                                          --------------       --------------

         Total other income                                                       17,170               42,649
                                                                          --------------       --------------

              Net income (loss)                                           $        2,104       $     (393,435)
                                                                          ==============       ==============



Net income (loss) per share - basic and diluted                           $         0.00       $        (0.03)


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

</TABLE>



          See accompanying notes to consolidated financial statements.
<PAGE>


                           CPX CORP. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                    THREE MONTHS ENDED JUNE 30, 2000 AND 1999
                                   (UNAUDITED)

<TABLE>
<CAPTION>

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

<S>                                                                       <C>                  <C>
Net cash provided by (used in) operating activities                       $          925       $   (1,482,772)
                                                                          --------------       --------------


Cash flows from investing activities:

   Proceeds from sale of fixed assets                                                 --                  650
                                                                          --------------       --------------


Cash flows from financing activities:

   Payments on pre petition debt, net                                                 --          (11,315,564)
   Distribution to shareholders                                                       --           (3,173,137)
                                                                          --------------       --------------

   Net cash used in financing activities                                              --          (14,488,701)
                                                                          --------------       ---------------

Net increase (decrease) in cash and cash equivalents                                 925          (15,970,823)

Cash and cash equivalents:
    Beginning of period                                                        1,276,667           17,061,247
                                                                          --------------       --------------

    End of period                                                         $    1,277,592       $    1,090,424
                                                                          ==============       ==============
</TABLE>


          See accompanying notes to consolidated financial statements.
<PAGE>



                           CPX CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
           FOR THE THREE MONTHS ENDED JUNE 30, 2000 AND 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 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 three months
ended June 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.

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  has a loss from  operations  during the three
months  ended June 30,  1999,  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. For the three months ended June 30, 2000 there were no  potentially
dilutive instruments outstanding.
<PAGE>


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

           FOR THE THREE MONTHS ENDED JUNE 30, 2000 AND JUNE 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  section  entitled  "Investment  Considerations"  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  $1.278
million as of June 30,  2000 and  approximately  $1.277  million as of March 31,
2000.  Net income of $2,104 for the three months ended June 30, 2000 and reduced
accounts  payable  generated the small increase in cash.  The Company's  working
capital balance at June 30, 2000 was approximately  $1.246 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 (Loss) from  operations for the three months ended June 30, 2000 and
1999 were $2,104 and $(393,435), respectively.

     General and  administrative  expenses  for the three  months ended June 30,
2000, and 1999 were $15,065 and $436,084,  respectively.  Legal expenses related
to the bankruptcy  were the major  component of the first quarter 1999 expenses.
Legal and  administrative  expenditures  comprised  the  expenses  for the first
quarter of 2000.  Other  income for the  quarter  ended June 30, 2000 was almost
entirely  interest  income of $17,170  versus  other  income of $42,649  for the
quarter ended June 30, 1999  comprised of a net of interest  income and interest
expense for that quarter.
<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, the
Registrant has duly  caused  this  report  to be  signed  on its  behalf  by the
undersigned thereunto duly authorized.

                                       CPX, CORP. (Registrant)



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


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


Date:  August 11, 2000