------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

X     QUARTERLY  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
      EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 1997

      TRANSITION  REPORT  PURSUANT  TO SECTION  13 OR 15(d) OF THE  SECURITIES
      EXCHANGE ACT OF 1934

                          Commission File Number 0-7462

                               CPT HOLDINGS, INC.

             (Exact name of registrant as specified in its charter)


                   Minnesota                           41-0972129
           (State of Incorporation)       (I.R.S. Employer Identification No.)


           1430 Broadway, 13th Floor
           New York, New York 10018                       10018
    (Address of principal executive office)            (Zip code)


       Registrant's telephone number, including area code: (212)382-1313


Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  Registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes X No ___



As of  February  13,  1998  1,510,084  shares of Common  Stock  were  issued and
outstanding.

------------------------------------------------------------------------------



<PAGE>


                          PART 1. FINANCIAL INFORMATION

ITEM 1: Financial Statements

                       CPT HOLDINGS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
                        ($000's Except Per Share Amounts)

<TABLE>


                                 Three Months Ended             Six Months Ended
                                    December 31,                  December 31,
<S>                            <C>             <C>             <C>            <C> 
                               1997            1996            1997           1996
                               ----            ----            ----           ----
Net sales                $   25,431        $ 22,846    $     53,578      $  47,780
Cost of sales                22,016          20,454          45,885         42,370
                         ----------     -----------    ------------   ------------
    Gross profit              3,415           2,392           7,693          5,410

Selling, general and
    administrative            1,690           1,438           3,288          2,777
                         ----------     -----------    ------------   ------------
    Operating income          1,725             954           4,405          2,633

Other (income) expense:
    Interest expense          1,955           1,874           3,875          3,646
    Minority interest            (1)           (113)            195            (65)
    Other, net                   84            ( 34)            187           ( 68)
                         ----------     ------------   ------------   -------------
(Loss) income before
    income taxes               (313)           (773)            148           (880)

Income taxes                     94               -              94              -
                         ----------     -----------    ------------   ------------
Net (loss) income        $     (407)       $   (773)   $         54      $    (880)
                         ===========       =========   ============      ==========

Basic earnings per
    common share         $     (0.27)      $   (0.51)  $       0.04      $   (0.58)
                         ============      ==========  ============      ==========
Diluted earnings per
    common share         $     (0.27)      $   (0.51)  $      (0.04)     $   (0.58)
                         ============      ==========  =============     ==========
Weighted average common
    and common equivalent
    shares outstanding
    (000's)                    1,510           1,510           1,510          1,510
                           ==========     ===========    ============   ============
</TABLE>
    

See Notes to Unaudited Consolidated Financial Statements




                                       2
<PAGE>




                       CPT HOLDINGS, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                 (Unaudited)
                                   ($000's)

                                                     December 31,    June 30,
ASSETS                                                    1997         1997
------                                                    ----         ----

Current assets:
     Cash and cash equivalents                        $     260    $       61
     Receivables - net of allowances                      7,016         9,471
     Inventories                                         10,890         9,876
     Other current assets                                   390           348
                                                      ---------    ----------

     Total current assets                                18,556        19,756

Property, plant and equipment - net                      42,321        43,749
Deferred financing costs, net                             1,737         1,952
Goodwill                                                  1,318         1,365
Other assets                                                348           348
                                                      ---------    ----------

     Total assets                                     $  64,280    $   67,170
                                                      =========    ==========

LIABILITIES & SHAREHOLDERS' DEFICIT

Current liabilities:
     Accounts payable                                 $   8,931    $    9,562
     Accrued expenses                                     5,642         5,581
     Due to affiliates                                      133           165
     Current portion of long-term debt                    3,906         3,378
                                                      ---------    ----------

     Total current liabilities                           18,612        18,686

Long-term debt                                           53,890        56,955
Deferred taxes                                              540           540
Other long-term obligations                                 300           300

Minority interest                                         2,522         2,327

Shareholders' deficit:
     Common stock authorized 30,000,000 shares of
        $.05 par value each, 1,510,084 shares issued         
        and outstanding                                      76            76
     Additional paid in capital                           5,737         5,737
     Accumulated deficit                               (17,397)       (17,451)
                                                      ---------    -----------

     Total shareholders' deficit                       (11,584)       (11,638)
                                                      ---------    -----------

     Total liabilities and shareholders' deficit      $  64,280    $   67,170
                                                      =========    ==========

See Notes to Unaudited Consolidated Financial Statements




                                       3
<PAGE>




                       CPT HOLDINGS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                    ($000's)

                                          Three Months Ended    Six Months Ended
                                             December 31,          December 31, 
                                                                                
                                             1997      1996      1997      1996 
                                             ----      ----      ----      ---- 
Cash flows from operating activities:   
   Net (loss) income                        $(407)   $(773)    $  54     $ (880)
   Adjustments to reconcile net (loss)
income to net
      cash provided  by operations:
      Minority interest in (loss)
         earnings of subsidiaries              (1)    (113)      195        (65)
      Depreciation and amortization         1,106    1,038     2,201      1,951
      Capitalized interest                      -        -         -       (130)
   Changes in working capital:
      Decrease in receivables               2,649    2,997     2,455      2,197
      Decrease (increase) in inventories    1,151     (547)   (1,014)     1,207
      Decrease (increase) in other             86       42       (42)        51
current assets
      Decrease in accounts payable and
         accrued expenses                  (2,614)  (2,358)     (602)      (324)
                                         --------- --------  --------  ---------
      Net cash provided by operating
         activities                         1,970      286     3,247      4,007
                                         --------  -------   -------   --------


Cash flows from investing activities:
      Capital expenditures                   (173)    (641)     (442)    (2,971)
      Increase in other assets                  -       11         -         44
                                         --------  -------   -------   --------
      Net cash used by investing
         activities                          (173)    (630)     (442)    (2,927)
                                         --------- --------  --------  ---------


Cash flows from financing activities:
      Repayment on long-term obligations     (804)    (701)   (1,589)    (1,369)
      Net (repayments) borrowings under
         revolving credit facility         (1,153)     111    (1,017)    (1,262)
      Borrowings under unsecured line of
         credit                                 -        -         -         34

      Borrowings under senior term loan         -      500         -      1,000
      Borrowings from state development         -      500         -        500
                                         --------  -------   -------   --------
loans
      Net cash (used) provided by
         financing activities              (1,957)     410    (2,606)    (1,097)
                                         --------- -------   --------  ---------
Net (decrease) increase in cash and          
      cash equivalents                       (160)      66       199        (17)
Cash and cash equivalents:
      Beginning of period                     420       91        61        174
                                         --------  -------   -------   --------
      End of period                      $    260  $   157   $   260   $    157
                                         ========  =======   =======   ========
Supplemental data - cash paid
      during the period for:
      Interest, net of capitalized
      amounts                            $  1,573  $ 1,567   $ 3,124   $  3,029
                                         ========  =======   =======   ========
      Income taxes                       $      -  $     -   $     -   $      -
                                         ========  =======   =======   ========

See Notes to Unaudited Consolidated Financial Statements



                                       4
<PAGE>





                               CPT HOLDINGS, INC.
             NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


1. Basis of Presentation

   The accompanying financial statements include the accounts of CPT
   Holdings, Inc. and its direct and indirect majority-owned subsidiaries
   (the "Company" or "CPT"), J&L Structural, Inc. ("J&L"), J&L Holdings Corp.
   ("JLH"), Continuous Caster Corporation ("CCC") and H. Industries, Inc.
   ("Hupp")  All material intercompany transactions have been eliminated in
   consolidation.

   The Company's  operations  include two distinct  business segments within its
   single indirect operating subsidiary,  J&L: J&L Structural and Brighton.  J&L
   Structural  manufactures and fabricates  lightweight  structural steel shapes
   which  are  distributed  principally  to the  manufactured  housing,  tractor
   trailer  manufacturing,  highway  construction and ship building  industries.
   Brighton designs, manufactures and sells steel piercer points which represent
   disposable tooling used in the production of seamless steel tubes used in the
   petrochemical  industry.  CCC is a majority-owned,  indirect subsidiary which
   holds title to 38 acres of  undeveloped  land  adjacent to J&L in  Aliquippa,
   Pennsylvania.

   The  accompanying  unaudited  consolidated  financial  statements  have  been
   prepared in accordance with the  instructions to Form 10-Q and do not include
   the  information  and  footnotes  required by generally  accepted  accounting
   principles for complete financial  statements.  In the opinion of management,
   all adjustments  (including normal recurring accruals)  considered  necessary
   for a fair presentation have been included. The results of operations for any
   interim  period are not  necessarily  indicative of the results for the year.
   Certain amounts included in the prior periods' financial statements have been
   reclassified  to  conform  with  the  current  periods'  presentation.  These
   unaudited  consolidated  financial  statements  should be read in conjunction
   with the consolidated  financial statements and related notes included in the
   Company's Annual Report on Form 10-K for the year ended June 30, 1997.


2. Inventories

   Inventories consisted of the following (in $000's):

                                       December 31,     June 30,
                                           1997         1997
                                           ----         ----

   Raw materials                         $ 2,883      $  1,954
   Finished goods                          8,007         7,922
                                           -----         -----

   Total                                 $10,890      $  9,876
                                          ======         =====






                                       5
<PAGE>




3. Long-Term Debt

   Long-term debt consisted of the following (in $000's):
                                                      December 31,   June 30,
                                                         1997          1997
---                                                      ----          ----

   Senior term loan                                 $    18,613    $  20,108
   Subordinated term notes                               23,000       23,000
   Revolving loan facility                                8,233        9,251
   Fixed rate 13% debenture                               6,730        6,730
   Unsecured revolving credit facility                    1,000        1,000
   Deferred purchase money note                             475          475
   State loans                                              828          923
                                                    -----------    ---------
                                                         58,879       61,487

   Less current portion of long-term debt                 3,906        3,378
   Less discounts on long-term debt                       1,083        1,154
                                                    -----------    ---------

      Total                                         $    53,890    $  56,955
                                                    ===========    =========

4. Litigation, Contingencies and Commitments

   The  Industrial  and Allied  Employees  Union Local No. 73 Pension  Plan (the
   "Plan")  issued  a  claim  for  payment  of  withdrawal   liability  totaling
   approximately  $870,000 under Section 4219 of ERISA against Hupp, CPT and all
   "controlled group members",  as a result of Hupp's cessation of contributions
   to the Plan following the  discontinuance of Hupp's business in October 1994.
   On July 10, 1996,  the  arbitrator  sustained  the Plan's claim of withdrawal
   liability  against  CPT.  Pursuant to ERISA,  CPT  subsequently  appealed the
   arbitration  decision to the U.S. District Court for the Northern District of
   Ohio.  As  of  December  31,  1997,   CPT  has  made   payments   aggregating
   approximately $766,000 to the Plan and as of June 30, 1996, has fully accrued
   the amount of the outstanding  claim less payments made through that date. On
   September 17, 1997, in response to CPT's appeal,  the District  Court vacated
   in part,  and  confirmed  in part the  arbitrator's  award.  In its final and
   appealable  judgement,  the District  Court ruled in favor of the Plan in the
   amount of $62,696.  The decision is now being  appealed by the Plan.  CPT has
   not recorded any gain contingency with respect to this litigation.

   J&L's workers compensation insurance program provides for self insurance with
   stop-loss  protection.  Under this arrangement,  for the policy year November
   1996-1997,  J&L was  required  to issue a letter of credit in the name of the
   insurance  company.  At December 31, 1997,  $1,000,000 was the maximum amount
   available under the letter of credit. J&L is financially  responsible for the
   face value of this letter of credit.  The face value of this letter of credit
   reduces the availability under the Revolving Line of Credit facility. For the
   policy year November,  1996-1997, J&L was required to maintain no other forms
   of collateral relating to its workers' compensation program. J&L is currently
   insured under a fixed cost, fully insured workers' compensation program.




                                       6
<PAGE>




   In 1995,  J&L signed a contract for  turn-key  development,  fabrication  and
   installation  of a new reheat  furnace.  Furnace  startup  took place in July
   1996,  with the  entire  project  having a total cost of  approximately  $8.5
   million. Of this amount, $7.1 million has been disbursed through December 31,
   1997, and the remaining amount of $1.4 million  representing the retention on
   the original project has not been paid and is recorded in accounts payable at
   December 31, 1997.  J&L is currently in the process of  arbitration  with the
   furnace  builder   regarding  the  final  payment  as  the  Company  believes
   performance  testing  results  did  not  meet  contract   specifications.   A
   determination  of the likely  outcome of the  arbitration  is unknown at this
   time.

   The  Company  is not a party to any  additional  litigation,  commitments  or
   contingent matters.

5.  Earnings Per Share

   In 1997,  the  Financial  Accounting  Standards  Boards  issued  Statement of
   Financial  Accounting  Standards No. 128, Earnings Per Share ("FAS 128"). FAS
   128 replaced the previously  reported  primary and fully diluted earnings per
   share with basic and diluted earnings per share.  Unlike primary earnings per
   share,  basic  earnings per share  excludes any dilutive  effects of options,
   warrants,  and  convertible  securities.  Diluted  earnings per share is very
   similar to the  previously  reported  fully diluted  earnings per share.  All
   earnings  share  amounts  for all  periods  have  been  presented,  and where
   necessary, restated to conform to the FAS 128 requirements.

   The following table sets forth the computation of basic and diluted  earnings
   per common share (in $000's, except per share amounts):

<TABLE>
<CAPTION>
                                             Three Months Ended             Six Months Ended
                                                 December 31,                  December 31,
                                              1997          1996            1997          1996
                                        
Numerator:

<S>                                   <C>            <C>            <C>            <C>         
Net (loss) income .................   $      (407)   $      (773)   $        54    $      (880)

Dilution on earnings resulting from
      subsidiary warrants .........          --             --             (121)          --
                                             _____          ____           _____          _____


Net loss available to common
      shareholders ................   $      (407)   $      (773)   $       (67)   $      (880)

Denominator:

Denominator for basic earnings per
      share-weighted average shares     1,510,084      1,510,084      1,510,084      1,510,084


Basic earnings per common share ...   $     (0.27)   $     (0.51)   $      0.04    $     (0.58)



Diluted earnings per common share .   $     (0.27)   $     (0.51)   $     (0.04)   $     (0.58)
</TABLE>
                                     
                                                                





                                       7
<PAGE>






On April 1, 1995, the Company issued 2,000,000 warrants for the Company's common
stock which are  exercisable for a period of ten years from the date of issuance
at $1 per warrant. These warrants, although dilutive to earnings per share, were
not  included  in  the  diluted   computation   because  they  would  have  been
antidilutive for all periods presented.

On February 1, 1996,  the Company  issued  300,000  warrants  for the  Company's
common stock,  which are  exercisable for a period of ten years from the date of
issuance  at $4 per  warrant.  These  warrants  which could  potentially  dilute
earnings  per share in the future were not  included in the diluted  computation
because the weighted  average price per share for the three and six months ended
December 31, 1997 and 1996 did not exceed the exercise price.

ITEM 2:  Management's Discussion and Analysis of Financial Condition And
         Results Of Operations

J&L Structural, Inc. ("J&L") is segmented into two distinct operating divisions,
J&L Structural  division ("J&L  Structural") and Brighton Electric Steel Casting
Company ("Brighton"),  as a result of significant  differences in both customers
and products. J&L Structural is also segmented into two separate divisions which
includes  the  Ambridge  division . This  distinction  is due mainly to separate
labor contracts which exist among the employees of J&L Structural.  The Ambridge
division provides all finishing services required for J&L Structural products.


Results of Operations

Net Sales

Net sales for the three month and six month periods ended December 31, were:

                       Three Months Ended              Six Months Ended
                          December 31,                   December 31,
                     1997             1996            1997           1996
                  
J&L Structural   $23,693,000     $21,135,000      $50,600,000    $44,683,000
Brighton           1,738,000       1,711,000        2,978,000      3,097,000  
                   ---------       ---------        ---------      ---------  
              
   
Total            $25,431,000     $22,846,000      $53,578,000    $47,780,000
                 ===========     ===========      ===========    ===========

Net sales for J&L  Structural  during 1997  increased in comparison to the prior
year amounts  primarily due to continued  strength in the  manufactured  housing
industry which represents  approximately  65% of J&L Structural's  business.  In
addition,  renewed strength in the general  construction  industry  representing
approximately  20% of J&L Structural's  business has more than offset the impact
from the continued  weakness in customer  shipments of crossmembers to the truck
trailer market.  Overall  shipped tonnage  increased by 10.6% and 13.4% over the
comparable three and six month periods in the prior year, respectively.

Brighton's  sales reduction for the current six month period  reflects  extended
(two week rather than one) summer shut-downs for several customers,  in addition
to an  employee  strike  involving  another  customer  which  has been  recently
resolved.  Brighton's sales increase for the current three month period reflects
increased unit shipments to most customers,  offset by the lingering  effects of
the aforementioned employee strike.





                                       8
<PAGE>




Gross Margins

Gross  margins for the three month and six month  periods  ended  December  31,
were:


                 Three Months Ended  Six Months Ended
                   December 31,        December 31,
                  1997     1996     1997      1996
                  ----     ----     ----      ----
J&L Structural    12.6%    9.2%     13.7%     10.4%
Brighton          24.6%    26.1%    24.9%     25.3%
                  -----    -----    -----     -----
Total             13.4%    10.5%    14.4%     11.3%
                  =====    =====    =====     =====

Gross  margins  for  J&L  Structural  improved   significantly  during  1997  in
comparison  to  the  prior  year  due  mainly  to  realization  of  productivity
improvements  resulting from more efficient  operation of the new reheat furnace
and  production of higher margin  products,  particularly  for the  construction
market.  During  the  comparable  periods  in  1996,  production  inefficiencies
resulted from required  equipment  improvements  to the new reheat furnace which
were  completed  during  the second  fiscal  quarter,  as well as startup  costs
relating to the extended  period of changeover to this vital piece of equipment,
hindered operating performance.  Billet costs, which comprise approximately 70 %
of J&L Structural's  manufacturing  costs remained  relatively stable during the
comparable periods presented.

Brighton's  gross margins have decreased in comparison to the prior year periods
due mainly to product mix changes.

Selling, General and Administrative Expenses

Selling,  general and administrative  expenses increased 17.5% and 18.4% for the
three and six months ended December 31, 1997,  respectively  over the comparable
periods in the prior year.  This increase was due to the hiring of an additional
sales  and  technical  representative  who will  focus on  manufactured  housing
industry  sales   development,   professional   fees  for  information   systems
development  efforts and mill improvement  analysis,  and legal costs associated
with the ongoing arbitration with the furnace builder.

Other Income / Expense

Other  income/expense in the current year reflects  expenditures  which resulted
from professional costs incurred relating to a potential  acquisition of a steel
company.


Liquidity and Capital Resources

Cash flows from operations for the three months ended December  31,1997 and 1996
totaled  $1,970,000  and  $286,000,  respectively,  while the six  months  ended
December 31, 1997 and 1996 totaled $3,247,000 and $4,007,000,  respectively. The
increase in cash flows from  operations  for the three months ended December 31,
1997  compared to the same period in the prior year  reflect  reduced  inventory
levels due to second  quarter  shipments  being  higher  than  anticipated.  The
decrease  in cash  flows for the six  month  period  ending  December  31,  1997
compared to the same period in the prior year was attributed primarily to higher
inventory levels in 1997 reflecting higher levels of operations compared to 1996
resulting from stronger demand from most of J&L Structural's core markets.


                                       9
<PAGE>



The Company's  investing  activities for the three and six months ended December
31, 1997 reflect  maintenance  capital  spending.  Capital  spending  during the
comparable  periods in 1996  included  approximately  $200,000  and  $2,000,000,
representing  final   expenditures   associated  with  the  new  reheat  furnace
installation.

Financing  activities  for the three and six  months  ended  December  31,  1997
included  scheduled  repayments of $804,000 and $1,589,000,  respectively on the
senior term loan and state loans. Additionally, net repayments of $1,153,000 and
$1,017,000 were made under the senior lender's revolving credit facility for the
three and six months ended December 31, 1997, respectively.  Outstanding debt as
of December  31, 1997  totaled  $58,879,000  with  related  interest  expense of
$3,875,000  for the six months ended December 31, 1997  representing  an average
borrowing  rate  approximating  12.2%  over the period  excluding  the impact of
amortization of deferred financing costs.

Cash and cash equivalents  increased from $61,000 to $260,000 for the six months
ended  December  31,  1997.  Although the  Company's  total equity  represents a
deficit of approximately  $11,584,000,  this position is due largely to the poor
performance of previously discontinued operations and a basis adjustment for the
carried  predecessor  interest  in the  acquisition  of J&L during  fiscal  1995
totaling  ($9,705,000).  The  Company's  scheduled  requirements  for cash  from
operations  during the next twelve months  include  approximately  $3,906,000 of
principal  repayments  under the senior  term loan and  various  state loans and
approximately  $2,000,000 of estimated  maintenance and new product  development
capital spending.  Additionally, it is anticipated that the arbitration with the
furnace  builder,  described in Note 4 herein,  will be settled during  calendar
1998.  Management  expects  that cash flows from  operations  will  continue  to
satisfy the Company's requirements to fund operating expenses,  debt service and
capital expenditures in the future.


Cautionary Statement on Forward-Looking Statements

This  report  contains  forward-looking  statements  within  the  meaning of the
Private Securities  Litigation Reform Act of 1995.  Investors are cautioned that
any  forward-looking  statements,  including  statements  regarding  the intent,
belief,  or  current  expectations  of the  Company or its  management,  are not
guarantees of future performance and involve risks and  uncertainties,  and that
actual  results  may  differ  materially  from  those  in  the   forward-looking
statements as a result of various  factors  including,  but not limited to (i) a
significant  downturn in manufactured  housing  construction  and sales and (ii)
billet  costs and other raw  material  costs may rise as a result of  increasing
scrap  metal  pricing  and J&L may not have the  ability  to pass such  costs to
customers.






                                       10
<PAGE>






                           PART II - OTHER INFORMATION


ITEM 1:   Legal Proceedings

   The  Industrial  and Allied  Employees  Union Local No. 73 Pension  Plan (the
"Plan")   issued  a  claim  for  payment  of   withdrawal   liability   totaling
approximately  $870,000  under Section 4219 of ERISA  against Hupp,  CPT and all
"controlled group members",  as a result of Hupp's cessation of contributions to
the Plan  following the  discontinuance  of Hupp's  business in October 1994. On
July 10, 1996, the arbitrator sustained the Plan's claim of withdrawal liability
against  CPT.  Pursuant to ERISA,  CPT  subsequently  appealed  the  arbitration
decision to the U.S.  District  Court for the Northern  District of Ohio.  As of
December 31, 1997, CPT has made payments aggregating  approximately  $766,000 to
the  Plan  and as of  June  30,  1996,  has  fully  accrued  the  amount  of the
outstanding  claim less  payments made through that date. On September 17, 1997,
in response to CPT's appeal,  the District  Court vacated in part, and confirmed
in part the  arbitrator's  award.  In its final and  appealable  judgement,  the
District Court ruled in favor of the Plan in the amount of $62,696. The decision
is now being  appealed by the Plan.  CPT has not recorded  any gain  contingency
with respect to this litigation.

   In 1995,  J&L signed a contract for  turn-key  development,  fabrication  and
installation of a new reheat  furnace.  Furnace startup took place in July 1996,
with the entire project having a total cost of  approximately  $8.5 million.  Of
this amount,  $7.1 million has been disbursed through December 31, 1997, and the
remaining  amount of $1.4  million  representing  the  retention on the original
project has not been paid and is recorded  in accounts  payable at December  31,
1997.  J&L is currently in the process of arbitration  with the furnace  builder
regarding the final payment as the Company believes  performance testing results
did not meet contract  specifications.  A determination of the likely outcome of
the arbitration is unknown at this time.

   The  Company  is not a party to any  additional  litigation,  commitments  or
contingent matters.





                                       11
<PAGE>





ITEM 2:      Changes in Securities

      None


ITEM 3:  Defaults Upon Senior Securities

      None


ITEM 4:  Submission of Matters to a Vote of Security Holders

      None


ITEM 5:  Other Information

      None


ITEM 6:  Exhibits and Reports on Form 8-K

      (a)   Exhibits:
            Exhibit 27:  Financial Data Schedule for First Quarter 10-Q

      (b)   Reports on Form 8-K:  None




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                                   SIGNATURES


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


                                                         CPT HOLDINGS.  INC.


      Dated: February 13, 1998                      By:  /s/William L. Remley
                                                         -----------------------
                                                         William L. Remley
                                                         President & Treasurer

      Dated: February 13, 1998                      By:  /s/Richard L. Kramer
                                                         -----------------------
                                                         Richard L. Kramer
                                                         Chairman of the Board,
                                                         Secretary and Director

      Dated: February 13, 1998                      By:   /s/Richard C. Hoffman
                                                   ------------------------
                                                         Richard C. Hoffman
                                                         Director






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