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 JULY 31, 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 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 the number of shares  outstanding  of each of the  issuer's  classes of
common  stock,  as of the  latest  practicable  date:  4,178,260  shares  of the
Registrant's  common stock - $.10 par value - were  outstanding as of August 25,
1998

<PAGE>
                                  UNIFLEX, INC.


                                      INDEX



                                                                        Page No.


PART I.  FINANCIAL INFORMATION


  Item 1.  Financial statements


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

    Consolidated condensed statements of income (unaudited) -
     For the six months ended July 31, 1998 and 1997                       2
     For the three months ended July 31, 1998 and 1997                     3

    Consolidated condensed statements of changes in stockholders' equity
     (unaudited) for the six months ended July 31, 1998 and 1997           4

    Consolidated condensed statements of cash flows (unaudited)
     for the six months ended July 31, 1998 and 1997                       5

    Notes to consolidated condensed financial statements (unaudited)   6 - 7


   Item 2.  Management's discussion and analysis of financial
             condition and results of operations                       8 - 9


PART II. OTHER INFORMATION

  Item 4.  Submission of Matters to a Vote of Security Holders            10

  Item 6.  Exhibits and reports on Form 8-K                               10


SIGNATURES                                                                11

                                       -2-
<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                         UNIFLEX, INC. AND SUBSIDIARIES
                      CONSOLIDATED CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                                July 31,              January 31,
ASSETS                                                                           1998                    1998
                                                                                 ----                    ----
                                   (Unaudited)
<S>                                                                           <C>                     <C>        
Current Assets
  Cash and cash equivalents                                                   $ 1,096,412             $ 1,676,749
  Accounts receivable                                                           4,804,257               4,577,324
  Inventories                                                                   4,285,043               4,555,298
  Prepaid income taxes                                                            144,420                 128,509
  Prepaid expenses and other current assets                                       599,832                 653,978
  Deferred tax asset                                                              301,200                 310,400
                                                                              -----------             -----------
    Total Current Assets                                                       11,231,164              11,902,258

Property and Equipment                                                          7,037,277               7,028,692
Intangible Assets                                                               2,927,561               2,328,079
Other Assets                                                                      934,331                 925,681
                                                                              -----------             -----------

      Total Assets                                                            $22,130,333             $22,184,710
                                                                              ===========             ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
  Current maturities of long-term debt                                        $   964,000             $ 1,023,000
  Accounts payable                                                              1,458,132               1,576,683
  Accrued liabilities                                                           1,086,136                 998,238
                                                                              -----------             -----------
      Total Current Liabilities                                                 3,508,268               3,597,921

Long-Term Debt                                                                  2,781,150               3,955,593
Deferred Compensation and Postretirement Medical Benefits                       1,437,079               1,363,252
Deferred rent                                                                     141,250                 145,000
                                                                              -----------             -----------
      Total Liabilities                                                         7,867,747               9,061,766
                                                                              -----------             -----------

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

Stockholders' Equity
  Common stock - par value $.10 per share
   10,000,000 shares authorized, 4,178,260 shares
   issued and outstanding                                                         417,826                 406,616
  Additional paid-in capital                                                    1,350,034                 847,175
  Retained earnings                                                            12,494,726              11,578,265
                                                                              -----------             -----------

      Total Stockholders' Equity                                               14,262,586              12,832,056
                                                                              -----------             -----------

      Total Liabilities and Stockholders' Equity                              $22,130,333             $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>
                                                                                           Six  Months Ended
                                                                                             July 31,
                                                                                             --------
                                                                                1998                         1997
                                                                                ----                         ----
<S>                                                                        <C>                         <C>         
Net sales                                                                  $ 19,511,427                $ 18,742,897

Cost of sales                                                                12,428,762                  11,990,768
                                                                           ------------                ------------

Gross profit                                                                  7,082,665                   6,752,129
                                                                           ------------                ------------

Shipping and selling expenses                                                 3,599,575                   3,556,941
General and administrative expenses                                           1,801,014                   1,863,873
                                                                           ------------                ------------

                                                                              5,400,589                   5,420,814
                                                                           ------------                ------------

Income before other expenses                                                  1,682,076                   1,331,315
                                                                           ------------                ------------

Interest expense - net                                                          235,715                     207,044
Other expenses                                                                     --                        68,612
                                                                           ------------                ------------

                                                                                235,715                     275,656
                                                                           ------------                ------------

Income before provision for income taxes                                      1,446,361                   1,055,659
                                                                           ------------                ------------

Provision for income taxes:
  Current                                                                       519,500                     505,600
  Deferred                                                                       10,400                    (111,200)
                                                                           ------------                ------------

                                                                                529,900                     394,400
                                                                           ------------                ------------

Net income                                                                 $    916,461                $    661,259
                                                                           ============                ============

Basic net income per share                                                 $        .22                $        .16
                                                                           ============                ============

Diluted net income per share                                               $        .22                $        .15
                                                                           ============                ============

Average shares outstanding                                                    4,145,692                   4,265,046

Dilutive effect of stock options                                                 96,169                     230,017
                                                                           ------------                ------------

Average shares outstanding assuming
 dilutive effect of stock options                                             4,241,861                   4,495,063
                                                                           ============                ============
</TABLE>
The  accompanying  notes are an integral  part of these  consolidated  condensed
financial statements.

                                       -2-
<PAGE>
                         UNIFLEX, INC. AND SUBSIDIARIES
                   CONSOLIDATED CONDENSED STATEMENTS OF INCOME
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                      Three Months Ended
                                                                                          July 31,
                                                                                          --------
                                                                               1998                        1997
                                                                               ----                        ----
<S>                                                                        <C>                         <C>        
Net sales                                                                  $ 9,756,550                 $ 9,485,563

Cost of sales                                                                6,330,370                   6,066,092
                                                                           -----------                 -----------

Gross profit                                                                 3,426,180                   3,419,471
                                                                           -----------                 -----------

Shipping and selling expenses                                                1,742,399                   1,765,780
General and administrative expenses                                            932,659                     946,758
                                                                           -----------                 -----------

                                                                             2,675,058                   2,712,538
                                                                           -----------                 -----------

Income before other expenses                                                   751,122                     706,933
                                                                           -----------                 -----------

Interest expense - net                                                         111,472                      93,080
Other expenses                                                                    --                        68,612
                                                                           -----------                 -----------

                                                                               111,472                     161,692
                                                                           -----------                 -----------

Income before provision for income taxes                                       639,650                     545,241
                                                                           -----------                 -----------

Provision for income taxes:
  Current                                                                      198,400                     191,900
  Deferred                                                                      16,500                      (2,600)
                                                                           -----------                 -----------

                                                                               214,900                     189,300
                                                                           -----------                 -----------

Net income                                                                 $   424,750                 $   355,941
                                                                           ===========                 ===========

Basic net income per share                                                 $       .10                 $       .08
                                                                           ===========                 ===========

Diluted net income per share                                               $       .10                 $       .08
                                                                           ===========                 ===========

Average shares outstanding                                                   4,174,098                   4,238,351

Dilutive effect of stock options                                                84,316                     223,798
                                                                           -----------                 -----------

Average shares outstanding assuming
 dilutive effect of stock options                                            4,258,414                   4,462,149
                                                                           ===========                 ===========
</TABLE>
The  accompanying  notes are an integral  part of these  consolidated  condensed
financial statements.

                                       -3-
<PAGE>
                         UNIFLEX, INC. AND SUBSIDIARIES
      CONSOLIDATED CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                 FOR THE SIX MONTHS ENDED JULY 31, 1998 AND 1997
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                        Common Stock                           Additional      Note
                                                        ------------            Paid-In        Retained      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                          38,455           3,846          14,479            --         --           18,325

Tax benefit from exercise of
  stock options                                      --              --            88,000            --         --           88,000

Members' capital contribution                    (401,259)        (40,126)     (1,960,030)           --         --       (2,000,156)

Amortization of note receivable                      --              --              --              --       14,250         14,250

Net income                                           --              --              --           661,259       --          661,259
                                             ------------    ------------    ------------    ------------   --------   ------------

Balance at July 31, 1997                        3,926,864    $    392,686    $    590,828    $ 10,757,599   $(13,178)  $ 11,727,935
                                             ============    ============    ============    ============   ========   ============


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

Exercise of stock options                          62,100           6,210         129,859            --         --          136,069

Tax benefit from exercise of
  stock options                                      --              --            78,000            --         --           78,000

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

Net income                                           --              --              --           916,461       --          916,461
                                             ------------    ------------    ------------    ------------   --------   ------------

Balance at July 31, 1998                        4,178,260    $    417,826    $  1,350,034    $ 12,494,726   $-         $ 14,262,586
                                             ============    ============    ============    ============   ========   ============
</TABLE>
The  accompanying  notes are an integral  part of these  consolidated  condensed
financial statements.

                                       -4-
<PAGE>
                         UNIFLEX, INC. AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

                           INCREASE (DECREASE) IN CASH
<TABLE>
<CAPTION>
                                                                                       Six Months Ended
                                                                                           July 31,
                                                                                           --------
                                                                              1998                         1997
                                                                              ----                         ----
<S>                                                                       <C>                         <C>        
Net cash provided by operating activities                                 $ 1,585,272                 $    41,588
                                                                          -----------                 -----------


Cash flows from investing activities:
  Purchase of property and equipment                                         (409,720)                   (552,939)
  Purchase of intangible assets                                               (82,016)                    (21,065)
  Acquisition of net assets of Merrick
   Packaging Specialists, Inc. - (net of
   cash acquired)                                                                --                      (664,949)
                                                                          -----------                 -----------

     Net cash used in investing activities                                   (491,736)                 (1,238,953)
                                                                          -----------                 -----------


Cash flows from financing activities:
  Proceeds from long-term debt                                              2,040,000                        --
  Payment of long-term debt                                                (3,773,443)                   (318,452)
  Proceeds from exercise of stock options                                     136,069                      18,325
  Distribution to minority interest                                           (76,499)                       --
  Proceeds from loan payable-bank                                                --                     1,812,000
  Payment for retirement of common stock                                         --                    (2,000,156)
                                                                          -----------                 -----------


    Net cash used in financing activities                                  (1,673,873)                   (488,283)
                                                                          -----------                 -----------


Net decrease in cash                                                         (580,337)                 (1,685,648)


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


Cash - end of period                                                      $ 1,096,412                 $   429,275
                                                                          ===========                 ===========
</TABLE>
The  accompanying  notes are an integral  part of these  consolidated  condensed
financial statements.

                                       -5-
<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 Registrant,  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 Registrant as of July 31, 1998 and the results of operations and
cash flows for the six months and three months ended July 31, 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  Registrant's  annual report on Form 10-K for the
year ended January 31, 1998.

The results of  operations  for the six months and three  months  ended July 31,
1998 are not necessarily indicative of the operating results for the full year.

NOTE 2.  INVENTORIES:

A summary of inventory follows:
                                                 July 31,        January 31,
                                                  1998             1998
                                                  ----             ----
                                               (Unaudited)
      Raw materials and supplies                $2,549,407      $2,928,334
      Work in process                              223,081         133,008
      Finished products                          1,512,555       1,493,956
                                                ----------      ----------

                                                $4,285,043      $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.  Under  the  agreement,
consummated  June 9, 1998,  Uniflex  will pay  $800,000 to acquire the  minority
interest effective February 1, 1998. The purchase price is payable as follows:

     Cash at closing (paid June 10, 1998)                    $       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.

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 is being amortized over 40 years.

                                       -6-
<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 $16,000 for the six months ended July
31, 1998.


NOTE 4.  MORTGAGE REFINANCING:

On February 4, 1998,  the  Registrant  closed on a mortgage loan (the  "Mortgage
Loan") which  replaced the  Registrant'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
Registrant's  property at 383 West John  Street,  Hicksville,  New York,  and is
guaranteed  by the  Registrant'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 Registrant'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.

Interest  expense  charged to  operations  was  $77,000  and $61,000 for the six
months ended July 31, 1998 and 1997, respectively.


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  Registrant  does  not  expect  the  adoption  of  SFAS  No.  128 to  have a
significant impact on its reported results.

                                       -7-
<PAGE>
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
              CONDITION AND RESULTS OF OPERATIONS:

NET SALES:

Net sales for the quarter  ended July 31, 1998, as compared to the quarter ended
July 31, 1997,  increased  $271,000 or 2.9%, to $9,757,000 from $9,486,000.  The
increase  in net  sales was due to  increased  sales in the  Registrant's  Cycle
Division,  as well as in  tamper-evident  security  bags,  and  paper  and paper
laminate products.

Net sales for the six months ended July 31, 1998,  as compared to the six months
ended July 31, 1997, increased $768,000 or 4.1% to $19,511,000 from $18,743,000.
The increase in net sales was due to increased sales of tamper-evident  security
bags,  paper  and  paper  laminate  products  and an  increase  in  sales in the
Registrant's Cycle Division.

Net sales for the quarter  ended July 31, 1998,  as compared to the  immediately
preceding quarter ended April 30, 1998 were comparable.

COST OF SALES AND EXPENSES:

Cost of sales for the quarter  ended July 31,  1998,  as compared to the quarter
ended July 31, 1997, increased $264,000,  or 4.4% to $6,330,000 from $6,066,000.
Cost of sales as a percentage  of net sales for the quarter ended July 31, 1998,
as  compared  to the same  quarter in the prior  year,  increased  to 64.9% from
63.9%. This increase was primarily  attributable to a change in the Registrant's
product mix.

Cost of sales for the six months  ended July 31,  1998,  as  compared to the six
months ended July 31, 1997,  increased  $438,000,  or 3.7% to  $12,429,000  from
$11,991,000.  Cost of sales as a  percentage  of net  sales,  for the six months
ended July 31, 1998, as compared to the same period in the prior year, decreased
to 63.7% from 64.0%. As a result, gross profit for the six months ended July 31,
1998 as compared to the six months ended July 31, 1997,  increased to $7,083,000
from  $6,752,000  or 36.3%  from  36.0%.  This  decrease  in cost of  sales  was
primarily attributable to stabilization of prices for raw materials.

Shipping,  selling,  general and  administrative  expenses for the quarter ended
July 31, 1998, as compared to the quarter ended July 31, 1997, decreased $37,000
or  1.4%  from  $2,712,000  to  $2,675,000.   Shipping,   selling,  general  and
administrative  expenses for the six months ended July 31, 1998,  as compared to
the six months ended July 31, 1997,  decreased $20,000 or .4% from $5,421,000 to
$5,401,000.  These  decreases were primarily  attributable  to the  Registrant's
further  integration of the Merrick Division into the Registrant's  consolidated
operations which has reduced certain expenses.

Interest expense for the quarter ended July 31, 1998, as compared to the quarter
ended July 31,  1997,  increased  $18,000  or 19.8% to  $111,000  from  $93,000.
Interest  expense for the six months  ended July 31,  1998,  compared to the six
months  ended  July 31,  1997,  increased  $29,000  or 13.9%  to  $236,000  from
$207,000.

These increases were attributable to additional  outstanding  borrowings related
to repurchases of certain outstanding shares of the Registrant's common stock in
July 1997.

                                       -8-
<PAGE>
NET INCOME:

Net income for the quarter ended July 31, 1998, was $425,000 or $.10 per diluted
share, as compared to $356,000 or $.08 per diluted share,  for the quarter ended
July 31, 1997.

Net income for the six months ended July 31,  1998,  was  $916,000,  or $.22 per
diluted share,  as compared to $661,000 or $.15 per diluted share.  The increase
in net income per share was primarily  related to increased sales and reductions
in operating expenses.

WORKING CAPITAL AND LIQUIDITY:

Working  capital  increased to $7,723,000 at July 31, 1998,  from  $7,197,000 at
April 30, 1998,  or 7.3%.  Working  capital  increased to $7,723,000 at July 31,
1998,  from  $5,530,000  at July 31,  1997,  or  39.7%.  At July 31,  1998,  the
Registrant had a working  capital ratio of 3.2 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.  The
Registrant does not have any commitments  for significant  capital  expenditures
for the immediate future.

YEAR 2000 PROGRAM

Many computer  systems  experience  difficulty  processing dates beyond the year
1999 and, as such, some computer  hardware and software will need to be modified
prior to the year 2000 to remain  functional.  The  Registrant's  core  internal
systems  that have  been  recently  implemented  are year  2000  compliant.  The
remaining  core  internal  systems  are  scheduled  to  be replaced by the third
quarter of 1999 and will be year 2000 compliant when  installed.  The Registrant
is also  completing a preliminary  assessment of year 2000 issues not related to
its core systems,  including  issues  surrounding  systems that  interface  with
external third parties. Based on its initial evaluation, the Registrant does not
believe that the cost of remedial actions will have a material adverse effect on
the Registrant's results of operations and financial condition.  There can be no
assurance,  however,  that  there  will not be a delay  in, or  increased  costs
associated with, the  implementation of changes as the program  progresses,  and
failure to implement such changes could have an adverse effect on future results
of operations.

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 increase in raw  materials  and
production  costs.   Although  the  Registrant  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.

                                       -9-
<PAGE>
                           PART II - OTHER INFORMATION

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

(a) The  Registrant's  Annual Meeting of Stockholders  was held on June 23, 1998
(the "Annual Meeting").

(c) Election of Directors.

                    Number of Votes                     Number of Votes
                       Cast For                           Cast Against
                       --------                           ------------

Robert K. Semel       3,046,713                           1,500
Kurt Vetter           3,046,313                           1,600
Steven Wolosky        3,046,313                           1,500

The following  directors'  terms of office  continued  after the Annual Meeting:
Herbert Barry, Martin Brownstein, Warner J. Heuman and Erich Vetter.






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 July 31, 1998.

                                      -10-
<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:  September 11, 1998



                                      -11-