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 OCTOBER 31, 1996


                         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:  4,244,519  shares  of the
Company's  common  stock - $.10 par value - were  outstanding  as of November 1,
1996.

<PAGE>
                                  UNIFLEX, INC.


                                      INDEX


                                                                        Page No.
PART I.  FINANCIAL INFORMATION

Item 1.  Financial statements

    Consolidated condensed balance sheets -
     October 31, 1996 (unaudited) and January 31, 1996                      1

    Consolidated condensed statements of income (unaudited) -

    Nine months ended October 31, 1996 and 1995                             2
    Three months ended October 31, 1996 and 1995                            3

    Consolidated condensed statements of changes in stockholders'
    equity (unaudited) for the nine months ended October 31, 1996 and 1995  4

    Consolidated condensed statements of cash flows (unaudited)
    for the nine months ended October 31, 1996 and 1995                     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 6.  Exhibits and reports on Form 8-K                                  10

SIGNATURES                                                                 11

<PAGE>
                         PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS

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

                                                                                           October 31,             January 31,
ASSETS                                                                                         1996                    1996
                                                                                               ----                    ----
                                                                                           (Unaudited)
Current Assets
<S>                                                                                        <C>                      <C>        
     Cash and cash equivalents                                                             $ 2,406,263              $ 1,196,593
     Accounts receivable                                                                     4,485,129                3,364,989
     Inventory                                                                               3,093,736                2,699,948
     Prepaid income taxes                                                                       61,491                  898,610
     Prepaid expenses and other current assets                                                 543,324                  606,943
     Deferred tax asset                                                                        291,100                  269,900
                                                                                           -----------              -----------
          Total Current Assets                                                              10,881,043                9,036,983

Property and Equipment                                                                       6,676,639                6,427,427
Intangible Assets                                                                              232,681                  156,404
Other Assets                                                                                   723,497                  661,798
                                                                                           -----------              -----------
          Total Assets                                                                     $18,513,860              $16,282,612
                                                                                           ===========              ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
     Current maturities of long-term debt                                                  $   155,000              $   151,646
     Accounts payable and accrued expenses                                                   2,721,938                2,186,505
                                                                                           -----------              -----------
          Total Current Liabilities                                                          2,876,938                2,338,151
Long-Term Debt                                                                               1,451,427                2,169,506
Deferred Compensation and Postretirement Medical Benefits                                    1,301,083                1,215,124
Deferred Rent                                                                                  137,496                  122,496
                                                                                           -----------              -----------

          Total Liabilities                                                                  5,766,944                5,845,277
                                                                                           -----------              -----------

Minority Interest                                                                              262,500                  192,500
                                                                                           -----------             ------------

Stockholders' Equity
     Common stock - par value $.10 per share
     10,000,000 shares authorized, 4,244,525 shares
     issued and outstanding                                                                    424,452                  266,638
     Additional paid-in capital                                                              2,301,953                1,854,723
     Retained earnings and members' capital                                                  9,792,564                8,179,402
                                                                                           -----------              -----------
                                                                                            12,518,969               10,300,763
     Less note receivable - stock purchase                                                      34,553                   55,928
                                                                                           -----------              -----------
          Total Stockholders' Equity                                                        12,484,416               10,244,835
                                                                                           -----------              -----------
          Total Liabilities and Stockholders' Equity                                       $18,513,860              $16,282,612
                                                                                           ===========              ===========
</TABLE>

The  consolidated  condensed  balance sheet at January 31, 1996 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>

                                                                                   Nine Months Ended
                                                                                      October 31,
                                                                                      -----------
                                                                              1996                    1995
                                                                              ----                    ----

<S>                                                                       <C>                      <C>
Net sales                                                                 $26,536,297              $24,282,289

Cost of sales                                                              16,400,294               15,538,336
                                                                          -----------              -----------

Gross profit                                                               10,136,003                8,743,953
                                                                          -----------              -----------

Shipping and selling expenses                                               4,939,812                4,360,394
General and administrative expenses                                         2,344,720                2,105,905
                                                                          -----------              -----------

                                                                            7,284,532                6,466,299
                                                                          -----------              -----------

Income before interest expense                                              2,851,471                2,277,654

Interest expense - net                                                        178,312                  329,808
                                                                          -----------              -----------

Income before provision for income taxes                                    2,673,159                1,947,846
                                                                          -----------              -----------

Provision for income taxes:
     Current                                                                1,162,800                  849,000
     Deferred                                                                (102,800)                 (98,000)
                                                                          -----------              -----------

                                                                            1,060,000                  751,000
                                                                          -----------              -----------

Net income                                                                $ 1,613,159               $1,196,846
                                                                          ===========              ===========

Earnings per common share and common share equivalents: (Note 4)

     Net income                                                           $       .36              $       .29
                                                                          ===========              ===========

Weighted average number of common shares and common shared
     equivalents outstanding                                                4,475,648                4,085,912
                                                                          ===========              ===========
</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
                                                                                          October 31,
                                                                                          -----------
                                                                                    1996                    1995
                                                                                    ----                    ----
<S>                                                                             <C>                      <C>
Net sales                                                                       $ 9,339,319              $ 8,754,093

Cost of sales                                                                     5,650,624                5,434,836
                                                                                -----------              -----------

Gross profit                                                                      3,688,695                3,319,257
                                                                                -----------              -----------

Shipping and selling expenses                                                     1,632,767                1,490,465
General and administrative expenses                                                 794,136                  724,377
                                                                                -----------              -----------

                                                                                  2,426,903                2,214,842
                                                                                -----------              -----------

Income before interest expense                                                    1,261,792                1,104,415

Interest expense - net                                                               48,195                   96,637
                                                                                -----------              -----------

Income before provision for income taxes                                          1,213,597                1,007,778
                                                                                -----------              -----------

Provision for income taxes:
     Current                                                                        514,500                  433,000
     Deferred                                                                       (39,000)                 (26,000)
                                                                                -----------              -----------

                                                                                    475,500                  407,000
                                                                                -----------              -----------

Net income                                                                      $   738,097              $   600,778
                                                                                ===========              ===========

Earnings per common share and common share equivalents: (Note 4)

     Net income                                                                 $       .16              $       .14
                                                                                ===========              ===========

Weighted average number of common shares and common shared
     equivalents outstanding                                                      4,509,817                4,164,845
                                                                                ===========              ===========
</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 NINE MONTHS ENDED OCTOBER 31, 1996 AND 1995
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                   Common Stock
                                             ---------------------------           Additional
                                                                                    Paid-In
                                                Shares          Amount              Capital
                                                ------          ------              -------

<S>                                           <C>              <C>                 <C>
Balance at February 1, 1995                   3,360,498        $224,033            $424,695

Exercise of stock options                       234,000          15,600              77,220

Tax benefit from exercise
 of stock options                                     -               -             430,000

Amortization of note receivable                       -               -                   -

Net income                                            -               -                   -
                                             ----------       ---------         -----------

Balance at October 31, 1995                   3,594,498        $239,633            $931,915
                                              =========        ========            ========

Balance at February 1, 1996                   2,666,384        $266,638          $1,854,722

Exercise of stock options                       173,300          17,330             188,313

Tax benefit from exercise
 of stock options                                     -               -             399,402

Issuance of common stock to
 effect a 3 for 2 stock split (Note 4)        1,404,841         140,484            (140,484)

Amortization of note receivable                       -               -                   -

Net income                                            -               -                   -
                                              ---------       ---------           ---------

Balance at October 31, 1996                   4,244,525        $424,452          $2,301,953
                                              =========        ========          ==========
</TABLE>

<TABLE>
<CAPTION>
                                              Retained Earnings
                                                and Members'       Note Receivable
                                                   Capital          Stock Purchase               Total
                                                   -------          --------------               -----

<S>                                           <C>                     <C>                    <C>
Balance at February 1, 1995                   $6,720,821              $(84,428)              $7,285,121

Exercise of stock options                              -                     -                   92,820

Tax benefit from exercise
 of stock options                                      -                     -                  430,000

Amortization of note receivable                        -                21,375                   21,375

Net income                                     1,196,846                     -                1,196,846
                                               ---------             ---------              -----------

Balance at October 31, 1995                   $7,917,667              $(63,053)             $ 9,026,162
                                              ==========              ========              ===========

Balance at February 1, 1996                   $8,179,405              $(55,928)             $10,244,837

Exercise of stock options                              -                     -                  205,643

Tax benefit from exercise
 of stock options                                      -                     -                  399,402

Issuance of common stock to
 effect a 3 for 2 stock split (Note 4)                 -                     -                        -

Amortization of note receivable                        -                21,375                   21,375

Net income                                     1,613,159                     -                1,613,159
                                              ----------             ---------              -----------

Balance at October 31, 1996                   $9,792,564              $(34,553)             $12,484,416
                                              ==========              ========              ===========
</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>
                                                               Nine Months Ended
                                                                  October 31,
                                                                  -----------
                                                            1996               1995
                                                            ----               ----
<S>                                                      <C>                <C>
Net cash provided by operating activities                $2,644,902         $1,980,119
                                                         ----------         ----------

Cash flows from investing activities:
     Purchase of property and equipment                    (858,477)          (779,172)
     Purchase of intangibles                                (67,673)           (79,095)
                                                         ----------         ----------

          Net cash used in investing activities            (926,150)          (858,267)
                                                         ----------         ----------

Cash flows from financing activities:
     Minority interest contributed                                -             27,500
     Proceeds from long-term debt                                 -              7,500
     Payment of notes payable                                     -            (60,000)
     Payment of long-term debt                             (714,725)          (951,953)
     Proceeds from issuance of common stock                 205,643             92,820
                                                          ---------         ----------

          Net cash used in financing activities            (509,082)          (884,133)
                                                          ---------         ----------

Net increase in cash and cash equivalents                 1,209,670            237,719

Cash and cash equivalents - beginning of period           1,196,593            527,725
                                                          ---------         ----------

Cash and cash equivalents - end of period                $2,406,263         $  765,444
                                                         ==========         ==========
</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  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 October 31, 1996 and the results of operations and
cash flows for the nine months and three months ended October 31, 1996 and 1995,
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, 1996.

The results of  operations  for the nine months  ended  October 31, 1996 are not
necessarily indicative of the operating results for the full year.


NOTE 2.  INVENTORY:

A summary of inventory follows:

                                               October 31,         January 31,
                                                  1996                1996
                                               (Unaudited)

Raw materials and supplies                     $1,997,186          $1,755,374
Work in process                                   238,502             227,715
Finished products                                 858,048             716,859
                                              -----------         -----------

                                               $3,093,736          $2,699,948
                                               ==========          ==========


NOTE 3.  STOCK-BASED COMPENSATION:

In October 1995, the Financial  Accounting  Standards Board issued SFAS No. 123,
"Accounting for Stock-Based  Compensation."  The Statement  defines a fair value
based  method of  accounting  for an  employee  stock  option or similar  equity
instrument.  As permitted by the Statement,  the Company has elected to continue
to measure cost for its stock-based compensation plans using the intrinsic value
based method of  accounting  prescribed by APB Opinion No. 25.  "Accounting  for
Stock Issued to  Employees."  Accordingly,  beginning with the Annual Report for
the fiscal year ended January 31, 1997, the Company will be required to make pro
forma  disclosures  of net income and  earnings  per share for the fiscal  years
ended January 31, 1996 and 1997, as if the fair value based method of accounting
defined in SFAS No. 123 had been applied.

                                        6

<PAGE>
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.

                                        7

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

NET SALES:

             Net sales for the quarter ended  October 31, 1996 were  $9,339,000,
compared to  $8,754,000  for the same quarter in the prior year,  an increase of
$585,000, or 6.7%.

             Net  sales  for  the  nine  months  ended  October  31,  1996  were
$26,536,000,  compared to $24,282,000  for the same period in the prior year, an
increase of $2,254,000, or 9.3%.

             Net sales for the quarter ended  October 31, 1996,  compared to the
immediately  preceding quarter ended July 31, 1996, increased from $8,642,000 to
$9,339,000, an increase of $697,000, or 8.1%.

             For  the  quarter  ended  October  31,  1996,   net  sales  at  the
Registrant's  Advertising  Specialty Division increased by approximately 26% and
net sales at Uniflex  Southwest  L.L.C.,  d/b/a  Cycle  Plastics,  increased  by
approximately 60% compared to the same period in the prior year.

             The  increase  in net sales for the nine months  ended  October 31,
1996, compared to the same period in the prior year, was primarily  attributable
to  increased  sales  in  the   Registrant's   Medical   Products   Division  of
approximately   $739,000,   or  14%,  and  Advertising   Specialty  Division  of
approximately $1,197,000,  or 12%. In addition,  Uniflex Southwest L.L.C., d/b/a
Cycle Plastics,  which commenced  operations in June 1995, added to the increase
in net sales by shipping  approximately  $718,000 of product for the nine months
ended  October 31, 1996,  compared to $170,000 in the prior year.  The foregoing
increases  in net sales were reduced by a decline in net sales in certain of the
Registrant's  other divisions.  On January 1, 1996, the Registrant  instituted a
price increase of approximately four percent on all its products.

             The  Registrant's  backlog  at  October  31,  1996  was  $5,301,000
compared to $4,945,000 at October 31, 1995, an increase of $356,000, or 7.2%.

COST OF SALES AND EXPENSES:

             Cost of sales for the quarter ended  October 31, 1996,  compared to
the quarter ended October 31, 1995, increased  approximately  $216,000, or 4.0%,
to $5,651,000 from $5,435,000, primarily as a result of increased sales. Cost of
sales as a  percentage  of net sales,  for the quarter  ended  October 31, 1996,
compared to the same  quarter in the prior year,  decreased to 60.5% from 62.1%.
This decrease was attributable to the improved mix in the Registrant's  products
and continued manufacturing efficiencies.

             Cost of sales  for the nine  months  ended  October  31,  1996,  as
compared to the nine months  ended  October 31,  1995,  increased  approximately
$862,000,  or 5.5%, to $16,400,000  from  $15,538,000,  primarily as a result of
increased sales.  Cost of sales as a percentage of net sales for the nine months
ended October 31, 1996, compared to the same period in the prior year, decreased
to 61.8% from 64.0%.  This decrease was  attributable to the improved mix in the
Registrant's products and continued manufacturing efficiencies.

             Shipping,  selling and general and administrative  expenses for the
quarter  ended  October 31, 1996,  as compared to the quarter  ended October 31,
1995, increased  approximately $212,000, or 9.6%, from $2,215,000 to $2,427,000.
This increase was primarily  attributable to increased  expenses  resulting from
increased net sales. Shipping,  selling and general and administrative  expenses
for the nine months ended  October 31,  1996,  as compared to the same period in
the prior year, increased  approximately  $819,000, or 12.7%, from $6,466,000 to
$7,285,000.  This increase was primarily  attributable to increased expenses due
to increased net sales.

                                        8

<PAGE>
INTEREST EXPENSE:

             Interest  expense  for the  quarter  ended  October  31,  1996,  as
compared to the quarter ended October 31, 1995, decreased approximately $49,000,
or 50.5%,  to $48,000 from $97,000.  Interest  expense for the nine months ended
October  31,  1996,  as  compared to the nine  months  ended  October 31,  1995,
decreased  approximately  $152,000,  or 46.1%, to $178,000 from $330,000.  These
decreases  are  attributable  to  the  Registrant's  repayment  in  full  of its
outstanding working capital bank debt on February 13, 1996.

WORKING CAPITAL AND LIQUIDITY:

             Working  capital  increased to  $8,004,000  at October 31, 1996, as
compared to $6,474,000 at October 31, 1995, an increase of $1,530,000, or 23.6%,
resulting in a working  capital ratio of  approximately  3.8 to 1 at October 31,
1996. 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  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.  These
statements  are  subject to certain  risks and  uncertainties  that could  cause
actual results to differ  materially  from those  projected,  including  reduced
sales and increases in raw materials and production costs.

                                        9

<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 no reports on Form
8-K during the quarter ended October 31, 1996.

                                       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: December 6, 1996

                                       11