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 December 31, 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
                                                               January 31, 2001

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


                                      INDEX

                                                                            PAGE
PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements:

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

         Consolidated Statements of Operations -
         Three months ended December 31, 2000 and 1999 (unaudited).............4

         Consolidated Statements of Operations -
         Nine months ended December 31, 2000 and 1999 (unaudited)..............5

         Condensed Consolidated Statements of Cash Flows -
         Nine months ended December 31, 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

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

                                                                              December 31,              March 31,
                                                                                  2000                    2000
                                                                                  ----------------------------
                                                                               (Unaudited)

                                     ASSETS

<S>                                                                        <C>                     <C>
     Cash and cash equivalents                                             $     1,311,000         $    1,277,000
                                                                           ---------------         --------------

Total assets                                                               $     1,311,000         $    1,277,000
                                                                           ===============         ==============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
     Accounts payable                                                      $         9,000         $       33,000
                                                                           ---------------         --------------

Total liabilities                                                                    9,000                 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                                                      (164,085,000)          (164,143,000)
                                                                           ----------------        ---------------

Total stockholders' equity                                                       1,302,000              1,244,000
                                                                           ---------------         --------------


Total liabilities and stockholders' equity                                 $     1,311,000         $    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 DECEMBER 31, 2000 AND 1999
                                   (UNAUDITED)
<TABLE>
<CAPTION>

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

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

Costs and expenses:

     Selling, general and administrative                                  $       16,000       $       48,000
                                                                          --------------       --------------

         Total costs and expenses                                                 16,000               48,000
                                                                          --------------       --------------

              Loss from operations                                               (16,000)             (48,000)

Other income:
     Interest income                                                              18,000               29,000
     Other, net                                                                       --               13,000
                                                                          --------------       --------------

         Total other income (expense)                                             18,000               42,000
                                                                          --------------       --------------

              Net income (loss)                                           $        2,000       $       (6,000)
                                                                          ==============       ==============



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


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 NINE MONTHS ENDED DECEMBER 31, 2000 AND 1999
                                   (UNAUDITED)
<TABLE>
<CAPTION>

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

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

Costs and expenses:

     Selling, general and administrative                                  $       35,000        $     873,000
                                                                          --------------        -------------

         Total costs and expenses                                                 35,000              873,000
                                                                          --------------        -------------

              Loss from operations                                               (35,000)            (873,000)

Other income (expense):
     Interest income                                                              53,000              197,000
     Interest expense                                                                 --             (117,000)
     Legal settlement                                                                 --            1,400,000
     Administrative reserve                                                           --              250,000
     Other, net                                                                   40,000               15,000
                                                                          --------------        -------------

         Total other income                                                       93,000            1,745,000
                                                                          --------------        -------------

              Net income                                                  $       58,000        $     872,000
                                                                          ==============        =============



Net income 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

                  NINE MONTHS ENDED DECEMBER 31, 2000 AND 1999
                                   (UNAUDITED)
<TABLE>
<CAPTION>


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

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

   Net cash provided by (used in) operating activities                    $       34,000       $     (217,000)


Cash flows from investing activities:

     Proceeds from sale of subsidiary and equipment                                   --              370,000
     Proceeds from sale of equipment                                                  --                1,000
                                                                          --------------       --------------

   Net cash provided by investing activities                                          --              371,000

Cash flows from financing activities:

     Payments of 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                              34,000          (15,798,000)

Cash and cash equivalents:

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

    End of period                                                         $    1,311,000       $    1,263,000
                                                                          ==============       ==============
</TABLE>



           See accompanying notes to consolidated financial statements.
<PAGE>



                           CPX CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              FOR THE NINE MONTHS ENDED DECEMBER 31, 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 nine months
ended December 31, 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. 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 nine months ended
December  31,  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 NINE MONTHS ENDED DECEMBER 31, 2000 AND DECEMBER 31, 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  $1.311
million as of December 31, 2000 and approximately $1.277 million as of March 31,
2000.  Net income of $58,000 for the nine  months  ended  December  31, 2000 and
reduced  accounts  payable  generated  the net increase in cash.  The  Company's
working capital balance at December 31, 2000 was  approximately  $1.302 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

         Net income (loss) for the three months ended December 31, 2000 and 1999
were $2,000 and ($6,000),  respectively.  Income for the quarter ended  December
31, 2000 included bank interest of $18,000.  For the quarter ended  December 31,
1999, income consisted of $29,000 interest earned, and $13,000 in refunds.

          For the nine months  ended  December  31, 2000 and 1999 net income was
$58,000 and $872,000 respectively. For the nine months during 2000, income items
included  $53,000  interest  and refunds of  previously  expensed  legal fees of
$40,000.  For the nine-month  period ended December 31, 1999,  income included a
$1.4 million legal settlement, a $250,000 reversal of an administrative reserve,
and  $197,000 of interest  income.  All the income  items are  considered  other
income as there was no revenue.

         General and administrative expenses for the three months ended December
31, 2000,  and 1999 were $16,000 and $48,000,  respectively.  Expenses  incurred
during the third  quarter  of 2000 were for legal  items as opposed to the third
quarter of 1999 which included legal,  accounting and  administrative  expenses.
General and administrative  expenses for the nine months ended December 31, 2000
and 1999 were $35,000 and $873,000,  respectively.  For 2000,  the expenses were
predominantly  legal  and for 1999  the  expenses  were  legal,  accounting  and
administrative related to the Bankruptcy.
<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/Jack L. Howard
                                            ------------------------------------
                                            Jack L. Howard
                                            Secretary/Treasurer


Date:  February 13, 2001