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, 1998


                         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 report  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:  4,177,810  shares  of the
Company's common stock - $.10 par value - as of May 20, 1998.

<PAGE>
                                  UNIFLEX, INC.


                                      INDEX


                                                                        Page No.


PART I.  FINANCIAL INFORMATION


   Item 1.  Financial statements


      Consolidated condensed balance sheets -
         April 30, 1998 (unaudited) and January 31, 1998                    1

      Consolidated condensed statements of income (unaudited) -
         For the three months ended April 30, 1998 and 1997                 2

      Consolidated condensed statements of changes in stockholders' equity
         (unaudited) for the three months ended April 30, 1998 and 1997     3

      Consolidated condensed statements of cash flows (unaudited)
         for the three months ended April 30, 1998 and 1997                 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


                                       -2-

<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                         UNIFLEX, INC. AND SUBSIDIARIES
                      CONSOLIDATED CONDENSED BALANCE SHEETS

<TABLE>
<CAPTION>

                                                                April 30,                  January 31,
ASSETS                                                            1998                        1998
                                                                  ----                        ----
                                                               (unaudited)
Current Assets
<S>                                                                 <C>                         <C>        
   Cash and cash equivalents                                         $1,634,406                  $1,676,749
   Accounts receivable                                                4,682,398                   4,577,324
   Inventories                                                        4,370,794                   4,555,298
   Prepaid income taxes                                                  13,900                     128,509
   Prepaid expenses and other current assets                            701,835                     653,978
   Deferred tax asset                                                   280,200                     310,400
                                                                    -----------                 -----------
      Total Current Assets                                           11,683,533                  11,902,258

Property and Equipment                                                7,081,898                   7,028,692
Intangible Assets                                                     2,907,097                   2,328,079
Other Assets                                                            971,831                     925,681
                                                                    -----------                 -----------

      Total Assets                                                  $22,644,359                 $22,184,710
                                                                    ===========                 ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
   Current maturities of long-term debt                              $1,662,000                  $1,023,000
   Accounts payable                                                   1,534,580                   1,576,683
   Accrued liabilities                                                1,290,912                     998,238
                                                                     ----------                 -----------
      Total Current Liabilities                                       4,487,492                   3,597,921

Long-Term Debt                                                        2,940,816                   3,955,593
Deferred Compensation and Postretirement Medical Benefits             1,400,984                   1,363,252
Deferred Rent                                                           145,000                     145,000
                                                                    -----------                 -----------
      Total Liabilities                                               8,974,292                   9,061,766
                                                                    -----------                 -----------

Minority Interest                                                             -                     290,888
                                                                    -----------                 -----------

Stockholders' Equity
   Common stock - par value $.10 per share
   10,000,000 shares authorized, 4,131,160 shares
   issued and outstanding                                               413,116                     406,616
   Additional paid-in capital                                         1,186,975                     847,175
   Retained earnings                                                 12,069,976                  11,578,265
                                                                     ----------                  ----------

      Total Stockholders' Equity                                     13,670,067                  12,832,056
                                                                     ----------                  ----------

      Total Liabilities and Stockholders' Equity                    $22,644,359                 $22,184,710
                                                                    ===========                 ===========
</TABLE>

The  consolidated  condensed  balance sheet at January 31, 1998 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,
                                                                         ---------------------------------------------------

                                                                                    1998                          1997
                                                                                    ----                          ----

<S>                                                                              <C>                          <C>       
Net sales                                                                        $9,754,877                   $9,257,334

Cost of sales                                                                     6,098,392                    5,924,676
                                                                                -----------                  -----------

Gross profit                                                                      3,656,485                    3,332,658
                                                                                -----------                  -----------

Shipping and selling expenses                                                     1,857,176                    1,791,161

General and administrative expenses                                                 868,355                      917,115
                                                                                 ----------                   ----------

                                                                                  2,725,531                    2,708,276
                                                                                -----------                  -----------

Income before other expenses                                                        930,954                      624,382
                                                                                -----------                  -----------

Interest expense - net                                                              124,243                      113,964
                                                                                -----------                  -----------

Income before provision for income taxes                                            806,711                      510,418
                                                                                -----------                  -----------

Provision for income taxes:

   Current                                                                          321,100                      313,700

   Deferred                                                                         (6,100)                    (108,600)
                                                                                ----------                  -----------

                                                                                    315,000                      205,100
                                                                                 ----------                 ------------

Net income                                                                       $  491,711                  $   305,318
                                                                                 ==========                  ===========

Basic net income per share                                                       $      .12                  $       .07
                                                                                 ==========                  ===========

Diluted net income per share                                                     $      .12                  $       .07
                                                                                 ==========                  ===========

Average shares outstanding                                                        4,116,329                    4,292,641

Dilutive effect of stock options                                                    109,356                      241,887
                                                                                -----------                  -----------

Average shares outstanding assuming dilutive effect of
   stock options                                                                  4,225,685                    4,534,528
                                                                                ===========                  ===========
</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, 1998 AND 1997
                                   (UNAUDITED)

<TABLE>
<CAPTION>

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

<S>                                     <C>            <C>            <C>             <C>               <C>            <C>
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
                                       ==========      ========       ==========      ===========       ========       ===========

Balance at February 1, 1998             4,066,160      $406,616         $847,175      $11,578,265        $     --      $12,832,056

Exercise of stock options                  15,000         1,500           19,800               --              --           21,300

Tax benefit from exercise of stock
 options                                       --            --           25,000               --              --           25,000

Shares issued - acquisition                50,000         5,000          295,000               --              --          300,000

Net income                                     --             -               --          491,711              --          491,711
                                         --------      --------         --------        ---------        --------       ----------

Balance at April 30, 1998               4,131,160      $413,116       $1,186,975      $12,069,976       $      --      $13,670,067
                                        =========      ========       ==========      ===========       =========      ===========
</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,
                                                                              ----------------------------------------------
                                                                                       1998                       1997
                                                                                       ----                       ----

<S>                                                                                    <C>                           <C>     
Net cash provided by operating activities                                              $1,166,089                    $318,846
                                                                                       ----------                    --------

Cash flows from investing activities:

   Purchase of property and equipment                                                   (251,206)                   (302,706)

   Purchase of intangible assets                                                         (26,250)                    (26,276)

   Acquisition of net assets of Merrick Packaging Specialists, Inc. -
      (net of cash acquired)                                                                    -                   (664,949)
                                                                                        ---------                   --------

      Net cash used in investing activities                                             (277,456)                   (993,931)
                                                                                        --------                    --------

Cash flows from financing activities:

   Proceeds from long-term debt                                                         2,040,000                           --

   Distribution to minority interest                                                     (76,499)                           --

   Proceeds from exercise of stock options                                                 21,300                       4,264

   Payment for retirement of common stock                                                      --                    (23,850)

   Payment of long-term debt                                                          (2,915,777)                    (40,820)
                                                                                      ----------                     -------

      Net cash used in financing activities                                             (930,976)                    (60,406)
                                                                                        --------                     -------

Net decrease in cash                                                                     (42,343)                   (735,491)

Cash - beginning of period                                                              1,676,749                   2,114,923
                                                                                        ---------                   ---------

Cash - end of period                                                                   $1,634,406                  $1,379,432
                                                                                       ==========                  ==========
</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, 1998 and the results of  operations  and
cash flows for the three  months  ended April 30,  1998 and 1997,  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, 1998.

The  results of  operations  for the three  months  ended April 30, 1998 are not
necessarily indicative of the operating results for the full year.

NOTE 2.  INVENTORIES:

A summary of inventory follows:


                                              April 30,        January 31,
                                                1998              1998
                                            ------------       -----------


                                             (Unaudited)

Raw materials and supplies                    $1,972,419        $2,928,334

Work in process                                  266,552           133,008

Finished products                              2,131,823         1,493,956
                                               ---------         ---------

                                              $4,370,794        $4,555,298
                                              ==========        ==========


NOTE 3.  PURCHASE OF MINORITY MEMBER'S INTEREST:

On March 11, 1998, Uniflex,  Inc. ("Uniflex") announced an agreement to purchase
the minority  interest in Uniflex  Southwest,  L.L.C.  Upon  consummation of the
agreement,  Uniflex will pay $800,000 to acquire the minority interest effective
February 1, 1998. The purchase price is payable as follows:


Cash at closing                                                  $100,000

Notes payable in 48 monthly installments of $8,333, plus
   interest at 7% per annum commencing April 1, 1998              400,000

Issuance of 50,000 shares of common stock                         300,000
                                                                 --------

                                                                 $800,000
                                                                 ========

As part of the agreement, the seller may not sell, assign or transfer the common
stock until February 1, 2001 without the consent of the Company.

The  minority  interest  acquired  consists  of net assets  with a book value of
$214,389. The excess of purchase price over assets acquired of $585,611 has been
assigned to goodwill and will be amortized over 40 years.

                                       -5-

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


NOTE 3.  PURCHASE OF MINORITY MEMBER'S INTEREST (CONTINUED):

Interest  expense  charged to  operations  was $7,000 for the three months ended
April 30, 1998.


NOTE 4.  MORTGAGE REFINANCING:

On February 4, 1998, the Company closed on a mortgage loan (the "Mortgage Loan")
which replaced the Company's existing mortgage.  Proceeds from the Mortgage Loan
were  $2,040,000,  of which  $1,335,842  was  used to pay off the then  existing
mortgage. The Mortgage Loan is secured by a first mortgage lien on the Company's
property at 383 West John Street, Hicksville, New York, and is guaranteed by the
Company's subsidiaries.  The Mortgage Loan is payable in monthly installments of
$11,334 per month commencing March 4, 1998. Interest is fixed at 7.56% per annum
until  February  4,  2008 at  which  time  the rate  becomes  adjustable  at the
Company's option to one of the following rates:

      1) Variable at the lenders  prime rate
      2) Fixed at the lenders  fixed rate
      3) Variable at LIBOR plus 1.75%

The Mortgage Loan agreement contains various covenants and restrictions relating
to net worth, financial ratios and rentals of the mortgaged property.


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.
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,  1998,  as compared to the quarter
ended  April  30,  1997,  increased  $498,000,  or  5.4%,  to  $9,755,000  from,
$9,257,000.  The increase in net sales was due to the increase in sales of paper
and paper  laminate  products  and an  increase  in the sale of  tamper  evident
security bags.

   Net sales for the quarter  ended April 30,  1998,  as compared to the quarter
ended January 31, 1998,  increased  $1,026,000,  or 11.8%,  to  $9,755,000  from
$8,729,000.  The increase in net sales was attributable to the increase in sales
of paper and  paper  laminate  products  and an  increase  in the sale of tamper
evident security bags.

COST OF SALES AND EXPENSES:

   Cost of sales for the  quarter  ended  April 30,  1998,  as  compared  to the
quarter ended April 30, 1997,  increased  $173,000,  or 2.9%, to $6,098,000 from
$5,925,000.  As a percentage of net sales,  cost of sales decreased to 62.5% for
the quarter  ended April 30,  1998,  from 64.0% for the quarter  ended April 30,
1997. As a result of such decrease,  gross profit  increased to  $3,657,000,  or
37.5%, for the quarter ended April 30, 1998 from  $3,332,000,  or 36.0%, for the
quarter  ended April 30, 1997.  The decrease in the cost of sales was  primarily
attributable to stabilization of raw material costs and continued  manufacturing
efficiencies.

   Cost of sales for the  quarter  ended  April 30,  1998,  as  compared  to the
quarter ended January 31, 1998, increased $219,000,  or 3.7%, to $6,098,000 from
$5,879,000.  As a percentage of net sales,  cost of sales decreased to 62.5% for
the quarter  ended April 30, 1998 from 67.4% for the quarter  ended  January 31,
1998. As a result of such decrease,  gross profit  increased to  $3,657,000,  or
37.5%. for the quarter ended April 30, 1998 from  $2,850,000,  or 32.6%, for the
quarter ended January 31, 1998. This decrease in the cost of sales was primarily
attributable to stabilization of raw material costs.

   Shipping and selling and general and administrative  expenses for the quarter
ended April 30, 1998, as compared to the quarter ended April 30, 1997, increased
$17,000,  or 0.6%,  from  $2,708,000 to $2,725,000.  This increase was primarily
attributable to increased net sales.

   Shipping and selling and general and administrative  expenses for the quarter
ended  April 30,  1998,  as  compared to the  quarter  ended  January 31,  1998,
increased $316,000,  or 13.1%, from $2,409,000 to $2,725,000.  This increase was
primarily attributable to increased net sales.

INTEREST EXPENSE:

   Interest  expenses for the quarter  ended April 30, 1998,  as compared to the
quarter  ended April 30, 1997,  increased  $11,000,  or 9.6%,  to $125,000  from
$114,000. Interest expenses for the quarter ended April 30, 1998, as compared to
the quarter ended January 31, 1998,  increased $17,000,  or 15.7%, from $108,000
to $125,000. These increases were attributable to increased borrowings resulting
from the  acquisition of certain assets of Merrick  Packaging  Specialists  Inc.
Additional  borrowings were needed to repurchase some of the outstanding  shares
of the Registrant's common stock.

WORKING CAPITAL AND LIQUIDITY:

   Working capital increased to $7,197,000 at April 30, 1998, from $7,078,000 at
April 30, 1997, an increase of $119,000, or 1.7%, resulting in a working capital
ratio of  approximately  2.6 to 1. The  Registrant  believes  it has  sufficient
working  capital and unused lines of credit to meet its expected  liquidity  and
capital reserve requirements for the foreseeable future.

   When used in this Management's Discussion and Analysis of Financial Condition
and  Results of  Operations,  the words  "anticipate,"  "estimate"  and  similar
expressions  are  intended to  identify  forward-looking  statements  within the
meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E
of the  Securities  Exchange Act of 1934,  as amended,  which are intended to be
covered by the safe harbors  created  thereby.  These  statements are subject to
certain risks and  uncertainties  that could cause actual results to differ from
those projected, including reduced sales and increases in raw

                                       -7-

<PAGE>
materials  and  production  costs.   Although  the  Company  believes  that  the
assumptions underlying the forward looking statements are reasonable, any of the
assumptions could be inaccurate,  and, therefore, there can be no assurance that
the forward-looking statements included herein will prove to be accurate.


                                       -8-

<PAGE>
                           PART II - OTHER INFORMATION







Item 6.   EXHIBITS AND REPORTS ON FORM 8-K



                (a)        Exhibits:
                             Exhibit 27; Financial Data Schedule



                (b)        Reports on Form 8-K:
                             The Registrant  filed no reports on Form 8-K during
                             the quarter ended April 30, 1998.


































                                       -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)




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



                                          /s/ Robert Gugliotta
                                          -------------------------------------
                                          Robert Gugliotta (VP Finance)




Date: 6/11/98





                                      -10-