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, 1998

      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  12,  1999  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)



                                Three Months Ended             Six Months Ended
                                   December 31,                  December 31,
                               1998         1997            1998           1997
                               ----         ----            ----           ----

Net sales                $   23,996     $   25,431     $    51,005   $   53,578
Cost of sales                20,694         22,016          44,261       45,885
                         ----------     ----------     -----------   ----------
    Gross profit              3,302          3,415           6,744        7,693
Selling, general and
    administrative            1,783          1,690           3,565        3,288
                         ----------     ----------     -----------   ----------
    Operating income          1,519          1,725           3,179        4,405
Other (income) expense:
    Interest expense          1,860          1,955           3,727        3,875
    Minority interest             1             (1)             38          195
    Other expense, net            9             84               5          187
                         ----------     ----------     -----------   ----------
(Loss) income before
    income taxes               (351)          (313)           (591)         148

Income taxes                      -             94               -           94
                         ----------     ----------     -----------   ----------
Net (loss) income        $     (351)    $     (407)    $      (591)  $       54
                         ===========    ===========    ============  ==========

Basic earnings (loss)
    per common share     $    (0.23)    $    (0.27)    $     (0.39)  $     0.04
                         ============   ============   ============  ==========
Diluted earnings (loss)
    per common share     $    (0.23)    $    (0.27)    $     (0.39)  $    (0.04)
                         ============   ============   ============  ==========
Weighted average common
    and common
    equivalent shares 
    outstanding (000's)       1,510          1,510           1,510        1,510
                         ===========    ============   ============  ==========
    

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                                                    1998           1998
------                                                    ----           ----

Current assets:
     Cash and cash equivalents                        $       74   $       37
     Receivables - net of allowances                       5,766        8,946
     Inventories                                          10,568       12,722
     Receivable from affiliate                                 -           26
     Other current assets                                    273          168
                                                      ----------   ----------
     Total current assets                                 16,681       21,899

Property, plant and equipment - net                       40,201       41,364
Deferred financing costs, net of accumulated
   amortization of $1,605 and $1,390, respectively         1,307        1,522
Goodwill, net of accumulated amortization of $659
   and $612,  respectively                                 1,224        1,271 
Other assets                                                 349          349
                                                      ----------   ----------

     Total assets                                     $   59,762   $   66,405
                                                      ==========   ==========

LIABILITIES & SHAREHOLDERS' DEFICIT
-----------------------------------

Current liabilities:
     Accounts payable                                 $    6,787   $   10,507
     Accrued expenses                                      6,111        6,230
     Due to affiliates                                       234            -
     Current portion of long-term debt                     4,500        4,321
                                                      ----------   ----------

     Total current liabilities                            17,632       21,058

Long-term debt                                            50,707       53,371
Other long-term obligations                                  200          200

Minority interest in consolidated subsidiaries             2,894        2,856

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                                 (17,484)     (16,893)
                                                      -----------  -----------

     Total shareholders' deficit                         (11,671)     (11,080)
                                                      -----------  -----------

     Total liabilities and shareholders' deficit      $   59,762   $   66,405
                                                      ==========   ==========

See Notes to Unaudited Consolidated Financial Statements



                                       3
<PAGE>



                       CPT HOLDINGS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                   ($000's)
                                                       Six Months Ended
                                                          December 31,
                                                        1998     1998
                                                        ----     ----
Cash flows from operating activities:
   Net (loss) income                                 $  (591)   $    54
   Adjustments to reconcile net (loss) income to net
      cash provided  by operations:
      Minority interest in earnings of subsidiaries       38        195
      Depreciation and amortization                    2,248      2,201
   Changes in working capital:
      Decrease in receivables                          3,180      2,455
      Decrease (increase) in inventories               2,154     (1,014)
      Increase in other current assets                  (105)       (42)
      Decrease in accounts payable and accrued 
         expenses                                     (3,580)      (602)
                                                     --------   --------
      Net cash provided by operating activities        3,344      3,247
                                                     -------    -------

Cash flows from investing activities:
      Capital expenditures                              (774)      (442)
                                                     --------   --------
      Cash used in investing activities                 (774)      (442)
                                                     --------   --------

Cash flows from financing activities:
      Repayment on long-term obligations              (2,117)    (1,589)
      Net repayments under revolving credit
         facility                                       (416)    (1,017)
                                                     --------   --------
      Net cash used in financing activities           (2,533)    (2,606)
                                                     --------   --------
Net increase in cash and cash equivalents                 37        199
Cash and cash equivalents:
      Beginning of period                                 37         61
                                                     -------    -------
      End of period                                  $    74    $   260
                                                     =======    =======
Supplemental data - cash paid during the period for:
      Interest                                       $ 2,908    $ 3,124
                                                     =======    =======
      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  for Form 10-Q and Article 10
     of Regulation S-X 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.  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, 1998.


2. Inventories
   -----------

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

                                       December 31,     June 30,
                                           1998         1998
                                           ----         ----

   Raw materials                         $ 2,415      $  3,401
   Finished goods                          8,153         9,321
                                         -------      --------

   Total                                 $10,568      $ 12,722
                                         =======      ========




                                       5
<PAGE>



3. Long-Term Debt
   --------------

   Long-term debt consisted of the following (in $000's):

                                                    December 31,     June 30,
                                                         1998          1998
                                                         ----          ----

   Senior term loan                                 $  14,900      $  16,920
   Subordinated term notes                             23,000         23,000
   Revolving loan facility                              9,427          9,843
   Fixed rate 13% debenture                             6,730          6,730
   Unsecured revolving credit facility                  1,000          1,000
   Deferred purchase money note                           475            475
   State loans                                            636            733
                                                    ---------      ---------
                                                       56,168         58,701

   Less current portion of long-term debt               4,500          4,321
   Less discounts on long-term debt                       961          1,009
                                                    ---------      ---------

      Total                                         $  50,707      $  53,371
                                                    =========      =========

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,  an  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. 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
   judgement,  the  District  Court  reduced the award in favor of the Plan from
   approximately  $870,000  to  $62,696.  The  Plan  subsequently  appealed  the
   District  Court's  ruling to the United States Court of Appeals for the Sixth
   Circuit.  On December 8, 1998, the Sixth Circuit reversed the decision of the
   District Court and reinstated the original  arbitration award. On January 21,
   1999, the Sixth Circuit denied CPT's petition for a rehearing,  rendering the
   decision  final.  No future  appeal has been or will be pursued by CPT. As of
   December 31, 1998, CPT has made payments aggregating  approximately  $741,000
   to the Plan and has fully  accrued the amount of the  outstanding  claim less
   payments made through that date.



                                       6
<PAGE>

   J&L's  former  workers  compensation  insurance  program  provides  for  self
   insurance  with  stop-loss  protection.   Under  this  arrangement  to  cover
   potential claims for the policy years 1993 to 1997, J&L was required to issue
   a letter of credit in the name of the insurance company. The letter of credit
   called for  quarterly  step-ups  in the amounts  available  for draw with the
   maximum  aggregate  amount of $1,000,000  being  available  under the letter.
   During the six months ended  December 31, 1998, the face value of the form of
   the letter of credit was  reevaluated by the underwriter and has been reduced
   to $750,000.  No other forms of  collateral  are  maintained  relating to the
   workers compensation program.

   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.  Beginning  with its  policy in 1997 and
   through  the  present,  J&L is  insured  under a fixed  cost,  fully  insured
   workers' compensation program.

   In 1995,  J&L signed a contract  for  turnkey  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,
   1998, and the remaining amount of $1.4 million  representing the retention on
   the  original  project  has not been paid and  remains  recorded  in accounts
   payable at December 31, 1998.  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 involved in various legal actions arising in the normal course
   of business. While it is not possible to determine with certainty the outcome
   of these matters,  in the opinion of management,  the eventual  resolution of
   the claims and actions outstanding will not have a material adverse effect on
   the Company's financial position or operating results.



                                       7
<PAGE>

5. Earnings Per Share
   ------------------

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

                                        Three Months Ended   Six Months Ended
                                          December 31,          December 31,
                                         1998      1997       1998      1997
                                         ----      ----       ----      ----
Numerator:

Net (loss) income                     $ (351)    $ (407)   $  (591)   $    54

Dilution on earnings resulting from
      subsidiary warrants                  -          -          -       (121)
                                      -------    -------   -------    --------

Net loss available to common
      shareholders                    $ (351)    $ (407)   $  (591)   $   (67)
                                      =======    =======   ========   ========

Denominator:

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

Basic earnings (loss) per common
      share                          $ (0.23)   $ (0.27)   $ (0.39)  $   0.04
                                     =======    =======    =======   ========
      

Diluted earnings (loss) per common 
      share                          $ (0.23)   $ (0.27)   $ (0.39)  $  (0.04)
                                     =======    =======    =======   ======== 
                                      


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.

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  share.  These  warrants,  which  could  potentially  dilute
earnings per share in the future,  were not included in the diluted  computation
because they would be anti-dilutive.



                                       8
<PAGE>

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 division  ("Brighton"),  as a result of significant  differences in both
customers  and  products.  J&L  Structural  is also  comprised  of two  separate
divisions,  the Aliquippa  division,  which consists of the major  manufacturing
facility,  and the Ambridge  division,  which  provides all  finishing  services
required for J&L Structural  products.  The distinction between the divisions is
also due to separate labor contracts among the employees.

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,
                      1998             1997           1998           1997
                      ----             ----           ----           ----
J&L Structural      $23,187,000     $23,693,000   $49,009,000    $50,600,000
Brighton                809,000       1,738,000     1,996,000      2,978,000
                        -------       ---------     ---------      ---------
Total               $23,996,000     $25,431,000   $51,005,000    $53,578,000
                    ===========     ===========   ===========    ===========
               

Net sales for J&L  Structural  during 1998  decreased in comparison to the prior
year amounts  primarily due to reduced shipping levels.  Overall shipped tonnage
decreased by 1.5% and 3.2% over the  comparable  three and six month  periods in
the prior year, respectively. The reduction in tonnage shipped was primarily due
to lower construction  industry demand and increased  competitive pricing due to
recent  increases in industry  manufacturing  capacity in certain popular Junior
Beam (R) product sizes. While average sales price per ton decreased by less than
1%,  recent  reductions  in billets  costs  coupled  with  increases in industry
capacity could have an adverse effect on future revenues.

Brighton's  sales  reduction for the current  quarter and six month period ended
December 31, 1998 as compared to the  comparable  prior year periods  reflects a
reduction in demand for its core product, piercer points. The piercer points are
primarily used in oil drilling and exploration  industry  activities  which have
been  curtailed  due to the current  worldwide  excess oil supply.  These market
conditions are anticipated to continue into the foreseeable future.



                                       9
<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,
                  1998     1997        1998      1997
                  ----     ----        ----      ----
J&L Structural    13.5%     12.6%     12.8%     13.7%
Brighton          22.5%     24.6%     24.5%     24.9%
                  -----     -----    ------     -----
Total             13.8%     13.4%     13.2%     14.4%
                  =====     =====    ======     =====

Gross margins for J&L Structural  improved during the quarter ended December 31,
1998 in comparison to the  comparable  quarter in the prior year.  Billet costs,
which  comprise  approximately  65%  of  J&L  Structural's  manufacturing  costs
decreased by 9% per ton.  The positive  impact on gross margin from the decrease
in billet  costs was  partially  offset by increases in costs per labor hour and
reduced yields in production runs.

Gross  margin for J&L  Structural  decreased  to 12.8% for the six months  ended
December 31, 1998 from 13.7% in the  comparable  period in the prior year.  This
decrease  was driven by lower  production  run yields and  increased  costs from
workforce training and replacement,  as well as reorganization of the management
in the mill  operation.  This decrease was partially  offset by reduced  billets
costs which decreased by 5.5% per ton compared to the prior year.

Brighton's  gross margins  decreased in comparison to the prior year periods due
to the sharp reduction in volume for reasons mentioned above.

Selling, General and Administrative Expenses
--------------------------------------------

Selling,  general and  administrative  expenses  increased 5.5% and 8.4% for the
three and six months ended December 31, 1998, respectively,  over the comparable
periods in the prior year.  This increase was due to increased  costs related to
recruiting  expenses,  consulting  fees incurred  relating to a  sales/marketing
study,  an MIS  upgrade  study,  and legal  costs  associated  with the  ongoing
arbitration with the furnace builder.

Other Income / Expense
----------------------

Other  expenses  during the six months ended  December  31, 1997 were  primarily
comprised of professional costs relating to an attempted acquisition of Steel of
West Virginia.



                                       10
<PAGE>

Liquidity and Capital Resources
-------------------------------

Cash flows from  operations  for the six months ended December 31, 1998 and 1997
totaled  $3,343,000  and  $3,247,000,  respectively.  The cash flows for the six
month period ended December 31, 1998 were  relatively  stable as compared to the
same period in the prior year.  This was  primarily due to a net loss during the
six months  ended  December  31, 1998 of $591,000  offset by improved  inventory
management.

The Company's  investing  activities  for the six months ended December 31, 1998
and 1997 primarily reflect maintenance capital spending.

Financing  activities  for the six  months  ended  December  31,  1998  included
scheduled  repayments  of  $2,117,000  on the senior term loan and state  loans.
Additionally,  net  repayments of $415,000  were made under the senior  lender's
revolving   credit  facility  for  the  six  months  ended  December  31,  1998.
Outstanding  debt  as  of  December  31,  1998  totaled  $59,442,000  (including
$3,274,000 of unpaid interest on debt to affiliates.) Interest expense excluding
the amortization of deferred  financing costs aggregated  $3,512,000 for the six
months  ended  December  31,  1998   representing  an  average   borrowing  rate
approximating 11.9%.

Cash and cash  equivalents  increased  from  $37,000 to  $74,000  during the six
months ended December 31, 1998. Although the Company's total equity represents a
deficit of approximately  $11,677,000,  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  $4,500,000 of
principal  repayments  under the senior  term loan and  various  state loans and
approximately  $1,900,000 of estimated  maintenance and new product  development
capital spending.

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.

Recent Accounting Standards
---------------------------

In  June of  1997,  the  Financial  Accounting  Standards  Board  (FASB)  issued
Statement  of  Financial   Accounting   Standards  (SFAS)  No.  130,   Reporting
Comprehensive  Income, which establishes standards for the reporting and display
of  comprehensive  income and its  components  in a full set of  general-purpose
financial  statements.  On July 1, 1998 the Company  adopted  SFAS No. 130.  The
implementation  of  this  standard  had no  impact  on the  Company's  financial
statements.



                                       11
<PAGE>

In June of 1997, the FASB issued SFAS No. 131,  Disclosures about Segments of an
Enterprise and Related  Information,  which changes the way that public business
enterprises  report  information  about operating  segments in annual  financial
statements and requires that those enterprises report selected information about
reportable  segments in interim  financial  reports issued to  shareholders.  In
accordance  with SFAS No.  131,  the Company  will be required to make  expanded
disclosure  relating to its products and markets.  The standard is effective for
the Company for the fiscal year ending June 30, 1999.

In February  1998,  the FASB issued SFAS No. 132,  Employer's  Disclosure  about
Pensions and Other Post-retirement  Benefits,  which standardizes the disclosure
requirements for pensions and other post-retirement benefits. The implementation
of SFAS  No.132 is not  expected  to have an impact on the  Company's  financial
statements.  The standard  will be effective for the Company for the fiscal year
ending June 30, 1999.

In  June  1998,  the  FASB  issued  SFAS  No.  133,  Accounting  for  Derivative
Instruments  and  Hedging   Activities,   which  provides  a  comprehensive  and
consistent  standard for the  recognition  and  measurement of  derivatives  and
hedging  activities.  Because of the Company's  minimal use of derivatives,  the
Company does not  anticipate  that the adoption of the new Statement will have a
significant  effect on earnings or the  financial  position of the Company.  The
standard  will be effective  for the Company for the fiscal year ending June 30,
2000.

The Year 2000 Issue
-------------------

The Year 2000 problem concerns the inability of information systems to recognize
properly and process date-sensitive information beyond January 1, 2000.

State  of  Readiness:   During  1998,  the  Company  initiated  a  comprehensive
enterprise-wide  analysis  exercise to identify and to resolve Year 2000 related
issues.  The scope of the  program  includes  the  investigation  of all Company
functions and products, including embedded systems in what are not traditionally
considered information technology systems. The detection phase of the program is
currently  estimated to be 90 percent  complete.  The corrective action phase of
the program began during the second  quarter of fiscal 1999,  and is anticipated
to be completed during the fourth quarter of fiscal 1999. Upon  completion,  the
Company will execute a testing  program to assess its state of readiness.  Also,
J&L is assessing the preparedness of critical  suppliers for Year 2000 through a
thorough inquiry process.

Costs To Address Year 2000 Issues:  Total cost at completion of the
program is currently estimated to approximate $100,000.  These costs are
being expensed as incurred.

Risks Associated With Year 2000 Issue:  While the Company expects to resolve all
Year 2000 risks  without  material  adverse  impact on  results  of  operations,
liquidity or financial condition,  there can be no assurances as to the ultimate
success  of the  program.  Uncertainties  exist as to the  Company's  ability to
detect all Year 2000 problems as well as its ability to achieve  successful  and
timely resolution of all Year 2000 issues.  Uncertainties  also exist concerning
the preparedness of the Company's critical suppliers in order to avoid Year 2000
related service and delivery interruptions.



                                       12
<PAGE>

A  "reasonably  likely  worst case"  scenario  of Year 2000 risks could  include
isolated  performance  problems with manufacturing or administrative  systems at
J&L,  isolated  interruption of deliveries  from critical  suppliers and product
liability  issues.  The  consequences  of these issues may include  increases in
manufacturing  and  administrative  costs until the problems are resolved,  lost
revenues,  and lower cash receipts.  However,  the Company is unable to quantify
the  potential  effect,  which could be  material,  of these items on results of
operations,  liquidity or financial  condition,  should some or a combination of
these events come to pass.

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)
significant negative pricing actions by competitors.


                           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, an 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.  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  judgement,  the
District  Court  reduced  the  award in favor  of the  Plan  from  approximately
$870,000 to $62,696. The Plan subsequently  appealed the District Court's ruling
to the United  States  Court of Appeals  for the Sixth  Circuit.  On December 8,
19998,  the Sixth  Circuit  reversed  the  decision  of the  District  Court and
reinstated  the  original  arbitration  award.  On January 21,  1999,  the Sixth
Circuit denied CPT's petition for a rehearing,  rendering the decision final. No
future  appeal has been or will be pursued by CPT. As of December 31, 1998,  CPT
has made payments aggregating  approximately  $741,000 to the Plan and has fully
accrued the amount of the  outstanding  claim less  payments  made  through that
date.



                                       13
<PAGE>

In  1995,  J&L  signed a  contract  for  turnkey  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, 1998, and the
remaining  amount of $1.4  million  representing  the  retention on the original
project has not been paid and remains  recorded in accounts  payable at December
31,  1998.  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 involved in various legal actions arising in the normal course of
business.  While it is not possible to determine  with  certainty the outcome of
these  matters,  in the opinion of  management,  the eventual  resolution of the
claims and actions  outstanding  will not have a material  adverse effect on the
Company's financial position or operating results. The Company is not a party to
any additional litigation, commitments or contingent matters. .

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 Second Quarter 10-Q

      (b)   Reports on Form 8-K:  None



                                       14
<PAGE>




                                   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 16, 1999        By:   /s/ William L. Remley
                                                    ------------------------
                                                    William L. Remley,
                                                    President & Treasurer

              Dated: February 16, 1999        By:   /s/ Richard L. Kramer
                                                    ------------------------
                                                    Richard L. Kramer,
                                                    Chairman of the Board,
                                                    Secretary and Director

              Dated: February 16, 1999        By:   /s/ Richard C. Hoffman
                                                    ------------------------
                                                    Richard C. Hoffman,
                                                    Director



                                       15
<PAGE>