SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q



            QUARTERLY REPORT PURSUANT TO SECTION 13, OR 15 (D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934



                  FOR THE QUARTERLY PERIOD ENDED APRIL 30, 1997


                         COMMISSION FILE NUMBER: 1-6339



                                  UNIFLEX, INC.
             (Exact Name of Registrant As Specified In Its Charter)


         DELAWARE                                           11-2008652
         --------                                           ----------
(State or other jurisdiction of                        (I.R.S. employer
  incorporation or organization)                       identification no.)


383 WEST JOHN STREET, HICKSVILLE, NEW YORK                   11802
--------------------------------------------------------------------------------
(Address of principal executive offices)                    (Zip code)


Registrant's telephone number, including area code:  516 - 932 - 2000



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  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 the number of shares  outstanding  of each of the  issuer's  classes of
common  stock,  as of the  latest  practicable  date:  4,293,868  shares  of the
Company's common stock - $.10 par value - were outstanding as of May 9, 1997.

<PAGE>

                                  UNIFLEX, INC.


                                      INDEX



                                                                        Page No.
                                                                        --------


PART I.  FINANCIAL INFORMATION


  Item 1.  Financial statements


    Consolidated condensed balance sheets -
     April 30, 1997 (unaudited) and January 31, 1997                       1

    Consolidated condensed statements of income (unaudited) -
     For the three months ended April 30, 1997 and 1996                    2

    Consolidated condensed statements of changes in stockholders' equity
     (unaudited) for the three months ended April 30, 1997 and 1996        3

    Consolidated condensed statements of cash flows (unaudited)
     for the three months ended April 30, 1997 and 1996                    4

    Notes to consolidated condensed financial statements (unaudited)     5 - 6


   Item 2.  Management's discussion and analysis of financial
             condition and results of operations                         7 - 8

PART II. OTHER INFORMATION

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


SIGNATURES                                                                10

<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                         UNIFLEX, INC. AND SUBSIDIARIES
                      CONSOLIDATED CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>

                                                                      April 30,                   January 31,
ASSETS                                                                  1997                         1997
                                                                        ----                         ----
                                                                     (Unaudited)
Current Assets
<S>                                                               <C>                         <C>               
  Cash and cash equivalents                                       $       1,379,432           $        2,114,923
  Accounts receivable                                                     4,970,169                    4,084,710
  Inventories                                                             3,971,553                    3,618,893
  Prepaid income taxes                                                       46,302                      279,791
  Prepaid expenses and other current assets                                 433,958                      565,263
  Deferred tax asset                                                        383,900                      291,200
                                                                  -----------------             ----------------
    Total Current Assets                                                 11,185,314                   10,954,780

Property and Equipment                                                    7,063,266                    6,786,936
Intangible Assets                                                         2,470,387                      220,013
Other Assets                                                                759,630                      731,590
                                                                  -----------------             ----------------

      Total Assets                                                $      21,478,597          $        18,693,319
                                                                  ==================          ===================

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
  Acquisition debt - current portion                              $         836,417             $              -
  Current maturities of long-term debt                                      170,000                      171,000
  Accounts payable                                                        1,816,427                    1,351,060
  Accrued liabilities                                                     1,284,085                      998,888
                                                                  -----------------             ----------------
      Total Current Liabilities                                           4,106,929                    2,520,948

Acquisition debt                                                            990,000                            -
Long-Term Debt                                                            1,453,311                    1,493,131
Deferred Compensation and Postretirement Medical Benefits                 1,260,747                    1,329,237
Deferred rent                                                               144,996                      141,246
                                                                  -----------------             ----------------
      Total Liabilities                                                   7,955,983                    5,484,562
                                                                  -----------------             ----------------

Minority Interest                                                           262,500                      262,500
                                                                  -----------------             ----------------

Stockholders' Equity
  Common stock - par value $.10 per share
   10,000,000 shares authorized, 4,293,868 shares
   issued and outstanding                                                   429,386                      428,966
  Additional paid-in capital                                              2,449,373                    2,448,379
  Retained earnings                                                      10,401,658                   10,096,340
                                                                  -----------------           ------------------
                                                                         13,280,417                   12,973,685
  Less note receivable - stock purchase                                     (20,303)                     (27,428)
                                                                  ------------------          -------------------
      Total Stockholders' Equity                                         13,260,114                   12,946,257
                                                                  ------------------          -------------------
      Total Liabilities and Stockholders' Equity                  $      21,478,597          $        18,693,319
                                                                  ==================          ===================
</TABLE>

The  consolidated  condensed  balance sheet at January 31, 1997 has been derived
from the audited financial  statements at that date. The accompanying  notes are
an integral part of these consolidated condensed financial statements.

                                        1

<PAGE>

                         UNIFLEX, INC. AND SUBSIDIARIES
                   CONSOLIDATED CONDENSED STATEMENTS OF INCOME
                                   (UNAUDITED)
<TABLE>
<CAPTION>


                                                                             Three  Months Ended
                                                                                    April 30,
                                                                                    ---------
                                                                    1997                         1996
                                                                    ----                         ----

<S>                                                           <C>                         <C>
Net sales                                                     $       9,257,334           $        8,554,965


Cost of sales                                                         5,924,676                    5,322,572
                                                              -----------------           ------------------


Gross profit                                                          3,332,658                    3,232,393
                                                              -----------------           ------------------


Shipping and selling expenses                                         1,791,161                    1,558,505
General and administrative expenses                                     917,115                      736,013
                                                              -----------------           ------------------

                                                                      2,708,276                    2,294,518
                                                              -----------------           ------------------

Income before other expenses                                            624,382                      937,875
                                                              -----------------           ------------------

Interest expense - net                                                  113,964                       66,303
                                                              -----------------           ------------------

Income before provision for income taxes                                510,418                      871,572
                                                              -----------------           ------------------

Provision for income taxes:
  Current                                                               313,700                      390,500
  Deferred                                                             (108,600)                     (41,500)
                                                              -----------------             ----------------

                                                                        205,100                      349,000
                                                              -----------------             ----------------

Net income                                                    $         305,318             $        522,572
                                                              =================             ================


Earnings per share                                            $             .07             $            .12
                                                              =================             ================


Weighted average number of common shares and
 common share equivalents outstanding                                 4,534,528                   4,407,500
                                                              =================             ================
</TABLE>


The  accompanying  notes are an integral  part of these  consolidated  condensed
financial statements.

                                        2

<PAGE>

                         UNIFLEX, INC. AND SUBSIDIARIES
      CONSOLIDATED CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
               FOR THE THREE MONTHS ENDED APRIL 30, 1997 AND 1996
                                   (UNAUDITED)
<TABLE>
<CAPTION>


                                                                        Additional
                                                   Common Stock           Paid-In      Retained    Note Receivable
                                               Shares        Amount       Capital      Earnings    Stock Purchase     Total
                                               ------        ------       -------      --------    --------------     -----

<S>                 <C>                      <C>           <C>         <C>           <C>             <C>           <C>        
Balance at February 1, 1996                  3,999,576     $266,638    $1,854,722    $ 8,179,405     $(55,928)     $10,244,837

Exercise of stock options                      207,000       13,800       153,550           -            -             167,350

Tax benefit from exercise of stock options        -            -          360,000           -            -             360,000

Amortization of note receivable                   -            -             -              -           7,125            7,125

Net income                                        -            -             -           522,572         -             522,572
                                           -----------     --------    ----------    -----------     ---------     -----------

Balance at April 30, 1996                    4,206,576     $280,438    $2,368,272    $ 8,701,977     $(48,803)     $11,301,884
                                           ===========     ========    ===========   ===========     =========     ===========


Balance at February 1, 1997                  4,289,668     $428,966    $2,448,379    $10,096,340     $(27,428)     $12,946,257

Exercise of stock options                        7,800          780         3,484           -            -               4,264

Tax benefit from exercise of stock options        -            -           21,000           -            -              21,000

Shares repurchased and retired                  (3,600)        (360)      (23,490)          -            -             (23,850)

Amortization of note receivable                   -            -             -              -           7,125            7,125

Net income                                        -            -             -           305,318         -             305,318
                                           ------------     --------   ----------    -----------     ---------     ------------

Balance at April 30, 1997                    4,293,868      $429,386   $2,449,373    $10,401,658     $(20,303)     $13,260,114
                                           ==============   ========   ==========    ============    =========     ============
</TABLE>


The  accompanying  notes are an integral  part of these  consolidated  condensed
financial statements.

                                        3

<PAGE>

                         UNIFLEX, INC. AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

                           INCREASE (DECREASE) IN CASH

<TABLE>
<CAPTION>

                                                                Three Months Ended
                                                                    April 30,
                                                                    ---------
                                                          1997                1996
                                                          ----                ----


<S>                                                   <C>                  <C>       
Net cash provided by operating activities             $   318,846          $   734,591
                                                      -----------          ----------


Cash flows from investing activities:
  Purchase of property and equipment                     (302,706)            (176,884)
  Purchase of intangible assets                           (26,276)             (48,739)
  Acquisition of net assets of Merrick
   Packaging Specialists, Inc. - (net of
   cash acquired)                                        (664,949)               -
                                                      ------------          ----------

     Net cash used in investing activities               (993,931)            (225,623)
                                                      ------------          ----------


Cash flows from financing activities:
  Proceeds from exercise of stock options                   4,264              167,350
  Payment for retirement of common stock                  (23,850)                -
  Payment of long-term debt                               (40,820)            (636,303)
                                                      ------------           ----------

    Net cash used in financing activities                 (60,406)            (468,953)
                                                      ------------           ----------


Net (decrease) increase in cash                          (735,491)              40,015


Cash - beginning of period                              2,114,923            1,196,593
                                                       ----------            ---------


Cash - end of period                                   $1,379,432           $1,236,608
                                                       ==========           ==========
</TABLE>


The  accompanying  notes are an integral  part of these  consolidated  condensed
financial statements.

                                        4

<PAGE>

                         UNIFLEX, INC. AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)

NOTE 1.  BASIS OF PRESENTATION:

In the opinion of the  management  of the Company,  the  accompanying  unaudited
consolidated condensed financial statements contain all adjustments  (consisting
of only normal recurring  adjustments) necessary to present fairly the financial
position of the Company as of April 30, 1997 and the results of  operations  and
cash flows for the three  months  ended April 30,  1997 and 1996,  and have been
prepared  pursuant to the rules and  regulations  of the Securities and Exchange
Commission.

Certain  information  and footnote  disclosures  normally  included in financial
statements prepared in accordance with generally accepted accounting  principles
have been condensed or omitted.  It is suggested that these condensed  financial
statements be read in  conjunction  with the audited  financial  statements  and
notes thereto  included in the Company's annual report on Form 10-K for the year
ended January 31, 1997.

The  results of  operations  for the three  months  ended April 30, 1997 are not
necessarily indicative of the operating results for the full year.

NOTE 2.  INVENTORIES:

A summary of inventory follows:
                                             April 30,          January 31,
                                               1997                 1997
                                               ----                 ----
                                            (Unaudited)

     Raw materials and supplies           $ 2,623,188           $2,255,078
     Work in process                          138,560              147,343
     Finished products                      1,209,805            1,216,472
                                          -----------           ----------

                                          $ 3,971,553           $3,618,893
                                          ===========           ==========
NOTE 3.  ACQUISITION:

On February 5, 1997, the Company  purchase  substantially  all of the assets and
assumed certain liabilities of Merrick Packaging Specialists,  Inc. ("Merrick").
Merrick  Packaging  Specialists,  Inc. is a distributor  of high quality  paper,
paper laminate and plastic shopping bags and boxes for the retail industry.  For
the fiscal years ended December 31, 1996 and 1995,  Merrick  reported  unaudited
revenues of approximately  $3,600,000 and $3,600,000,  respectively.  Net income
for the fiscal  years ended  December 31, 1996 and 1995 were not  material.  The
acquisition has been accounted for as a purchase,  and accordingly,  its results
will be included in the Company's  results of operations from the effective date
of the  acquisition,  February 1, 1997. The excess of acquisition  cost over the
fair value of Merrick's net tangible assets approximates $2,264,000 and has been
allocated to intangible  assets and is being amortized over periods ranging from
fifteen to forty years.  Of the purchase price of $2,370,000,  $780,000 was paid
at closing and the balance is payable in promissory notes as follows:

        DUE DATE             AMOUNT          INTEREST RATE
        --------             ------          -------------

     August 1, 1997      $  600,000          6% per annum
     August 1, 1998         600,000          7.5% per annum
     March 1, 1999          390,000          7.5% per annum
                         ----------

                         $1,590,000

                                        5

<PAGE>

                         UNIFLEX, INC. AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)


NOTE 3.  ACQUISITION (CONT'D.):

In  addition,  loans  payable  of  $236,417  were  assumed  from  Merrick in the
transaction. These loans were paid in May of 1997.

Interest  expense  charged to  operations  was $26,700  and $-0-,  for the three
months ended April 30, 1997 and 1996, respectively.


NOTE 4.  STOCK DIVIDEND:

On October 15, 1996,  the Company  effected a three for two stock split recorded
in the form of a stock dividend  payable to  shareholders of record at September
25, 1996.  As a result,  common stock was  increased by $140,484 and  additional
paid-in  capital  was  decreased  by the  same  amount.  All  references  in the
accompanying  financial  statements to the number of common shares and per share
amounts have been restated to reflect the stock dividend.


NOTE 5.  EARNINGS PER SHARE:

In February 1997, the Financial  Accounting  Standards Board issued Statement of
Financial  Accounting Standards (SFAS) No. 128, Earnings Per Share. SFAS No. 128
simplifies the standards for computing  earnings per share  previously  found in
APB Opinion No. 15, Earnings Per Share and is effective for financial statements
issued for periods ending after December 15, 1997,  including  interim  periods;
earlier  adoption is not permitted.  The Company does not expect the adoption of
SFAS No. 128 to have a significant impact to its reported results.




                                        6

<PAGE>
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS:

NET SALES:

Net sales for the quarter ended April 30, 1997, as compared to the quarter ended
April 30, 1996, increased $702,000, or 8.2%, to $9,257,000 from $8,555,000.  The
increase in net sales was directly  attributable  to the  acquisition of Merrick
Packaging Specialists in February 1997.

Net sales for the quarter ended April 30, 1997,  as compared to the  immediately
preceding quarter ended January 31, 1997,  increased  $1,327,000,  or 16.7%. The
increase in net sales was largely  attributable  to the  acquisition  of Merrick
Packaging  Specialists  in February  1997 and  increases in sales of all product
lines as a result of the  increased  number of  shipping  days in the quarter as
compared to the immediately preceding quarter.

COST OF SALES AND EXPENSES:

Cost of sales for the quarter  ended April 30, 1997,  as compared to the quarter
ended  April  30,  1996,  increased  $602,000,  or  11.3%,  to  $5,925,000  from
$5,323,000.  Cost of sales as a  percentage  of net sales for the quarter  ended
April 30, 1997, as compared to the same quarter in the prior year,  increased to
64.0% from 62.2%. The increase was primarily attributable to the increase in net
sales and the resulting increase in cost of sales in connection with the Merrick
Packaging  Specialists  acquisition.  Additionally,  increases  in the  costs of
certain raw materials,  primarily  polyethylene,  contributed to the increase in
cost of sales.

Cost of  sales  for the  quarter  ended  April  30,  1997,  as  compared  to the
immediately  preceding quarter ended January 31, 1997,  increased  $946,000,  or
19.0%, to $5,925,000 from $4,979,000. Cost of sales as a percentage of net sales
for the quarter  ended  January 31,  1997,  increased  to 64.0% from 62.8%.  The
increase  was  primarily  attributable  to the  increase  in net  sales  and the
resulting  increase in cost of sales in  connection  with the Merrick  Packaging
Specialists acquisition and increased costs for polyethylene film.

Shipping  and selling and general and  administrative  expenses  for the quarter
ended April 30, 1997, as compared to the quarter ended April 30, 1996, increased
$413,000,  or 18.0%, from $2,295,000 to $2,708,000.  This increase was primarily
attributable to increased  expenses resulting from increased net sales resulting
in higher  commissions,  salaries and related  shipping  expenses.  Shipping and
selling and general and administrative expenses as a percentage of net sales for
the quarter  ended April 30, 1997,  as compared to the same quarter in the prior
year increased to 29.3% from 26.8%.

                                       7

<PAGE>
INTEREST EXPENSE:

Interest  expense  for the  quarter  ended  April 30,  1997,  as compared to the
quarter  ended April 30, 1996,  increased  $48,000,  or 72.7%,  to $114,000 from
$66,000.  This increase was  attributable  to the decrease in interest earned on
excess cash from investing due to the funds  required for the Merrick  Packaging
Specialists  acquisition  as well as  interest  costs  incurred  in the  Merrick
Packaging Specialists acquisition.

WORKING CAPITAL AND LIQUIDITY:

Working  capital  decreased  to  $7,078,000  at April 30,  1997,  as compared to
$7,152,000  at April 30,  1996,  a decrease of $74,000 or  approximately  1.03%,
resulting  in a  working  capital  ratio of 2.7 to 1 at  April  30,  1997.  This
decrease was  primarily  attributable  to the use of funds needed to acquire the
assets of Merrick Packaging Specialists Inc. and related short-term  acquisition
debt. All cash needed to fund this acquisition was derived from the Registrant's
on-hand  cash.  At April 30, 1997,  the  Registrant  had not utilized any of its
existing credit  facilities.  The Registrant  believes it has sufficient working
capital and unused lines of credit to meet its expected  requirement and capital
liquidity requirements for the foreseeable future.

                                       8
<PAGE>

                           PART II - OTHER INFORMATION



Item 6.   EXHIBITS AND REPORTS ON FORM 8-K



              (a)  Exhibits:
                      Exhibit 27; Financial Data Schedule

              (b)     Report on Form 8-K - The  Registrant  filed Form 8-K dated
                      February 12, 1997 relating to an acquisition of assets












                                        9

<PAGE>







                               S I G N A T U R E S



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






                                  UNIFLEX, INC.
                                  (Registrant)




                                 Herbert Barry
                                 -------------------------------------
                                 Herbert Barry (Chairman Of The Board)




                                 Robert Gugliotta
                                 -------------------------------------
                                 Robert Gugliotta (VP Finance)




Date:  June 11, 1997


                                       10