---------------------------------------------------------------------
     _____________________________________________________________________

                       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, 1996 

______   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
               (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  January  31,  1997,  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)
                (dollars in thousands, except per share amounts)

<TABLE>

<S>                                                          <C>              <C>              <C>              <C>
                                                                  Three Months Ended              Six Months Ended 
                                                                      December  31,                  December 31, 
                                                                  1996              1995          1996               1995 


Net sales                                                     $    22,846     $   24,816       $   47,780       $  51,760 
Cost of sales                                                      20,296         21,731           42,092          45,342 
                                                              ------------    -----------      -----------      ----------
      Gross profit                                                  2,550          3,085            5,688           6,418 
Selling, general and administrative                                 1,596          1,843            3,055           3,270 
                                                              ------------    -----------      -----------      ----------
      Operating income                                                954          1,242            2,633           3,148 
Other expense (income): 
      Interest expense                                              1,874          1,815            3,646           3,614 
      Minority interest                                              (113)          (186)             (65)           (104)
      Other expense (income), net                                     (34)           755              (68)            778 
                                                              ------------    -----------      -----------      ----------
Loss before income taxes                                             (773)        (1,142)            (880)         (1,140)
Income taxes                                                            -              -                -               - 
                                                              ------------    -----------      -----------      ----------
Net loss                                                      $      (773)    $   (1,142)      $     (880)      $  (1,140)
                                                              ============    ===========      ===========      ==========

Primary and fully-diluted loss per share                      $      (.51)    $     (.76)      $    (.58)       $    (.75)
                                                              ============    ===========      ===========      ==========

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 

<PAGE> 


                                            CPT HOLDINGS, INC. AND SUBSIDIARIES 
                                                CONSOLIDATED BALANCE SHEETS 
                                                  (dollars in thousands) 
                                                        (Unaudited) 

<TABLE>
<S>                                                     <C>                        <C>        
                                                              December 31,               June 30, 
                                                                 1996                       1996 

ASSETS 

Current assets: 
     Cash and cash equivalents                                $       157               $      174 
     Receivables, net of allowances                                 6,309                    8,506 
     Inventories                                                    9,606                   10,813 
     Other current assets                                              79                      130 
                                                              ------------              ---------- 

     Total current assets                                          16,151                   19,623 

Property, plant and equipment, net                                 45,943                   44,500 
Deferred financing costs, net                                       2,168                    2,374 
Goodwill                                                            1,412                    1,460 
Other assets                                                          583                      627 
                                                              ------------              ---------- 

Total assets                                                  $    66,257               $   68,584 
                                                              ============              ========== 


LIABILITIES & SHAREHOLDERS' DEFICIT 

Current liabilities: 
     Accounts payable                                         $     8,783               $    8,881 
     Accrued expenses                                               3,827                    4,052 
     Current portion of long-term debt                              3,011                    2,776 
                                                              ------------              -----------
      
     Total current liabilities                                     15,621                   15,709 

Long-term debt                                                     57,594                   58,888 
Other long-term obligations                                           400                      400 

Minority interest                                                   2,506                    2,571 

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                                          (15,677)                 (14,797)
                                                              ------------              -----------

     Total shareholders' deficit                                   (9,864)                  (8,984)
                                                              ------------              -----------

Total liabilities and shareholders' deficit                   $    66,257               $   68,584 
                                                              ============              ===========

See Notes to Unaudited Consolidated Financial Statements 

</TABLE>

<PAGE> 

                                            CPT HOLDINGS, INC. AND SUBSIDIARIES 
                                          CONSOLIDATED STATEMENTS OF CASH FLOWS 
                                                        (Unaudited) 
                                                  (dollars in thousands) 


<TABLE>
<S>                                                      <C>             <C>               <C>            <C>      
                                                                   Three Months Ended                 Six Months Ended 
                                                                     December 31,                      December 31, 
                                                                 1996              1995              1996            1995 
Cash flows from operating activities: 
Net loss                                                      $      (773)   $    (1,142)      $      (880)   $    (1,140)  
  
Adjustments to reconcile net loss to net cash 
     provided (used) by operations: 
     Minority interest in earnings of subsidiaries                   (113)          (186)              (65)          (104)  
     Depreciation and amortization                                  1,038            784             1,951          1,580   
     Capitalized interest                                               -              -              (130)             -   
Changes in working capital: 
     Decrease in receivables                                        2,997          1,351             2,197          1,540   
     Decrease (increase) in inventories                              (547)        (2,792)            1,207         (4,433)  
     Decrease in other current assets                                  42             77                51            194   
     Decrease  in accounts payable 
         and accrued expenses                                      (2,358)        (2,361)             (324)        (1,896)  
                                                               -----------   ------------       -----------   ------------ 

Cash provided (used) by operating activities                          286         (4,269)            4,007         (4,259)  
                                                               -----------   ------------       -----------   ------------ 

Cash flows from investing activities: 
     Capital expenditures                                            (641)        (1,931)           (2,971)        (3,313)  
     Decrease (increase) in other assets                               11              -                44            (33)  
                                                               ----------    ------------       -----------   ------------  
     Cash used by investing activities                               (630)        (1,931)           (2,927)        (3,346)  
                                                               ----------    ------------       -----------   ------------  

Cash flows from financing activities: 
     Repayment on long-term obligations                              (701)          (555)           (1,369)          (916)  
     Net borrowings (repayments) under                                111          6,487            (1,262)         7,737   
         revolving credit facility 
     Borrowings under unsecured line of credit                          -              -                34              - 
     Borrowings under senior term loan                                500              -             1,000              - 
     Borrowings from state development loans                          500              -               500              - 
                                                               ----------    ------------       -----------   ------------
     Cash provided (used) by financing activities                     410          5,932            (1,097)         6,821   
                                                               ----------    ------------       -----------   ------------

Net increase (decrease) in cash and cash equivalents                   66           (268)              (17)          (784)  
Cash and cash equivalents: 
     Beginning of period                                               91            456               174            972   
                                                              -----------    ------------      -----------    ------------  
     End of period                                            $       157    $       188       $       157    $       188   
                                                              ===========    ============      ===========    ============  

Supplemental data - cash paid during the period for: 
Interest                                                      $     1,567    $     1,508       $     3,029    $     2,983 
                                                              ===========    ============      ===========    ============
Income taxes                                                  $         -    $       160       $         -    $       167 
                                                              ===========    ============      ===========    ============

See Notes to Unaudited Consolidated Financial Statements 

</TABLE>
<PAGE> 


                       CPT HOLDINGS, INC. AND SUBSIDIARIES
              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.  (formerly,
     Hupp  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  and  highway  construction   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  considered  necessary for a fair presentation
     which were of a normal and recurring nature 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 fiscal year ended June 30, 1996.

2.   Inventories 

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

<TABLE>
<S>                                                                 <C>              <C>
                                                                         December 31,       June 30, 
                                                                            1996              1996 

         Raw materials                                                  $   1,754        $   1,971 
         Finished goods                                                     7,852            8,842 
                                                                        ---------        --------- 
      
                           Total                                        $   9,606        $  10,813 
                                                                        =========        ========= 

</TABLE>

3.   Long-Term Debt 

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

<TABLE>
<S>                                                                 <C>              <C>
                                                                         December 31,       June 30, 
                                                                            1996              1996 

     Senior term loan                                                   $  21,530        $  21,884 
     Subordinated term notes                                               23,000           23,000 
     Revolving loan facility                                                8,618            9,880 
     Fixed rate 13% debenture                                               6,730            6,730 
     Unsecured revolving credit facility                                    1,000              966 
     Note payable to state                                                    485               -- 
     Deferred purchase money note                                             475              475 
                                                                        ---------        --------- 
                                                                           61,838           62,935 

     Less:  current portion of long-term debt                               3,011            2,776         
     Less:  discounts on long-term debt                                     1,233            1,271 
                                                                        ---------        --------- 

              Total                                                     $  57,594        $  58,888 
                                                                        =========        ========= 

</TABLE>

<PAGE>

     J&L's Senior Term Loan, Revolving Loan Facility and Subordinated Term Notes
     include certain provisions which, among other things, provide that J&L will
     maintain  certain  financial  ratios,  limit the  amount of annual  capital
     expenditures, maintain a minimum tangible net worth and limit the amount of
     shareholder  distributions.  As of  December  31,  1996,  J&L  was  not  in
     compliance  with its operating  cash flow and total debt service  covenants
     with its senior and subordinated  lenders.  J&L's lenders have waived their
     rights with  respect to the above  covenant  violations  as of December 31,
     1996, in response to J&L's request to do so.

     On October 30, 1996,  J&L closed on certain  state debt  totaling  $500,000
     which was  available  to it in order to assist in the  financing of the new
     reheat furnace. This debt bears interest at 3% and amortizes over 60 months
     beginning December 1, 1996 with monthly payments totaling $8,984.

     Two  additional  borrowings  under J&L's Senior Term Loan of $500,000  each
     were effected during the fiscal quarter ended September 30, 1996 and during
     October 1996, respectively. These borrowings were made in connection with a
     special  borrowing  provision  of up to $3 million  for  specified  capital
     projects.  As of October 30, 1996, J&L borrowed all funds  available  under
     its Senior Term Loan.

     Effective  October  1,  1996,  Trinity  Investment  Corp.  ("Trinity"),  an
     affiliated company, issued waivers of demand for payment of interest to CPT
     under its fixed  rate 13%  debenture  and its  unsecured  revolving  credit
     facility,  which was due on this date.  The waiver extends the payment date
     to April 1, 1997.


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 as 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, which appeal remains pending. As of December 31,
     1996, CPT has made payments aggregating  approximately $545,000 to the Plan
     and as of June 30, 1996,  has fully  accrued the amount of the  outstanding
     claim less payments  made through the June 30, 1996 date.  The Company will
     continue to make monthly installment  payments to the plan of approximately
     $25,000 against the remaining obligation under this claim.

     The Company is party to several  lawsuits arising in the ordinary course of
     its business. The Company's management and legal counsel believe that there
     are valid  defenses  to the  claims  being  asserted.  While the  Company's
     ultimate  liability with respect to these lawsuits  cannot be determined at
     this time,  management  believes  the  resolution  thereof  will not have a
     materially   adverse  effect  on  the  financial  position  or  results  of
     operations of the Company.


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 (formerly TCI) and
     the Aliquippa  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.

     Readers  should be aware  that the  following  paragraphs  contain  forward
     looking statements  regarding  management's  expectations for the continued
     growth of the manufactured housing industry, realization of the benefits of
     the reheat  furnace and the  adequacy of the  Company's  cash flows,  which
     forward looking  statements may not be realized.  Several important factors
     could cause the Company's actual results of operations to differ materially
     from  those  expressed  in  the  following   forward  looking   statements,
     including:  a significant downturn in manufactured housing construction and
     sales  may  occur,  the  reheat  furnace  contract  specifications  or  the
     resulting production  efficiencies expected therefrom may never be reached,
     or billet  costs may  increase  and the Company may not have the ability to
     pass such costs on to customers.

<PAGE>

Results of Operations 

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

<TABLE>

<S>                           <C>                 <C>                   <C>                 <C>
                                      Three Months Ended                         Six Months Ended 
                                        December 31,                                December 31,  
                                   1996                1995                  1996              1995 
     J&L Structural            $21,135,000         $23,409,000           $44,683,000        $48,947,000 
     Brighton                    1,711,000           1,407,000             3,097,000          2,813,000 
                                 ---------           ---------             ---------          --------- 
     Total                     $22,846,000         $24,816,000           $47,780,000        $51,760,000 

</TABLE>

          Net  sales for J&L  Structural  for the  three  and six  months  ended
          December  31, 1996  decreased  from the same periods in the prior year
          due to lower volume and lower average  pricing.  Total tonnage shipped
          for the three and six months ended  December 31, 1996  decreased  6.6%
          and 6.0 %,  respectively,  from the same periods in the previous year.
          Manufactured  housing  related  shipments of Junior Beams  (registered
          trademark),  which  represent  approximately  65% of J&L  Structural's
          business, continue to increase as growth in this industry is projected
          to  continue,  albeit  at a slower  rate  than the  industry  has most
          recently experienced, due to increasing product acceptance as a result
          of  quality  and  design  improvements.  J&L  Structural  maintains  a
          significant  market share of total  structural steel beam shipments in
          this business  segment.  Junior Beam  (registered  trademark)  tonnage
          shipments have decreased 1.0% and increased 5.3% compared to the three
          and six  month  periods  in the  previous  year,  respectively.  These
          results  were  further  impacted by lower  volume  experienced  in the
          truck/trailer  manufacturing,  highway  construction and steel service
          center segments of our business.  Truck/trailer manufacturing business
          shipments  of  crossmembers  were off 44.0% and 38.7%  compared to the
          three and six month periods in the previous  year,  respectively.  The
          significant  decline  in sales to this  industry  reflects  a  general
          reduction in truck/trailer  manufacturing volume in response to market
          wide sluggish  demand.  The current backlog of orders for crossmembers
          does  not  indicate  a  significant  near  term  turnaround.   Highway
          construction  business  has  picked up during  the  second  quarter of
          fiscal  1997 mainly as a result of  relatively  mild  weather  through
          December  1996 compared to the unusually  severe  weather  experienced
          throughout  last year's winter season.  The first six months of fiscal
          1997 was sluggish as a result of prolonged  state budget  negotiations
          during 1996,  particularly in the state of New York, which resulted in
          the elimination of certain  highway  projects until calendar 1997. J&L
          Structural experienced a volume increase in wide flange beams of 31.0%
          and a reduction of 1.1% compared to the three and six month periods in
          the previous year,  respectively.  Steel service  center  business was
          down  approximately  1.2% and  16.3%  during  the  three and six month
          periods  ended  December 31, 1996  compared to the same periods in the
          previous  year,  respectively,  as a result of  reduced  volume to the
          construction  industry.  The second quarter  performance was partially
          offset by favorable weather  conditions  compared to the previous year
          as  discussed  earlier.  The highway  construction  and steel  service
          center  business   combined   represent   approximately   20%  of  J&L
          Structural's overall business volume.

          The overall  reduction in average  pricing to J&L  Structural  of 2.9%
          compared to the same six month period last year  resulted  mainly from
          the lower mix of  crossmembers  to total  tonnage  shipped  this year.
          Crossmembers  carry the highest  price per ton due to the  value-added
          processing which is performed prior to shipment.

          Brighton's  sales for the  current  three and six  month  periods,  as
          measured in dollars, increased 21.6% and 10.1% as compared to the same
          periods in the previous fiscal year,  respectively.  However,  overall
          mix shifted to more production of the higher profit  hastalloy  versus
          lower  margin  carbide  steel  product.  This  shift was due mostly to
          timing of orders rather than market share movement.

<PAGE>

Gross Margins for the three and six months ended December 31, were: 

<TABLE>

<S>                                <C>            <C>                      <C>            <C>
                                        Three Months Ended                     Six Months Ended 
                                         December 31,                            December 31, 
                                   1996            1995                     1996          1995 
     J&L Structural                10.0%           12.0%                    11.0%         12.0% 
     Brighton                      26.1%           19.8%                    25.3%         19.6% 
                                   ----            ----                     ----          ----  
     Total                         11.2%           12.4%                    11.9%         12.4% 

</TABLE>

<PAGE> 

          Gross margins for J&L  Structural  were lower compared to prior period
          results for both the three and six months due to lower  overall  sales
          volumes and  production  inefficiencies  due to start-up costs for the
          newly installed  reheat furnace.  As of the second fiscal quarter end,
          the  furnace  builder  has  completed  certain  identified   equipment
          improvements  and is expected to soon be  conducting  final  equipment
          testing to verify conformance with contracted equipment specifications
          and performance.  Productivity  measures observed during December 1996
          and January 1997 have  indicated  steady  improvement,  and management
          believes that the Company should begin in the near term to realize the
          benefits of this significant capital investment.

          The negative  impact on J&L  Structural's  gross  margins was somewhat
          mitigated  by a reduction in billet costs of 4.6% over the same period
          in the  previous  year as a result of lower steel scrap  costs,  which
          play a major factor in billet pricing,  and improved supply agreements
          with certain billet suppliers.

          Brighton's gross margins have significantly  improved in comparison to
          the same period in the prior year due mainly to a greater mix of sales
          of its most profitable, hastalloy product.

          Selling,  general and administrative  expenses compared favorably with
          the prior year due to ongoing cost control  emphasis at J&L Structural
          and  the  finalization  of  certain   corporate  charges  relating  to
          litigation regarding Hupp.

Liquidity and Capital Resources 

          Cash flows from operations for the three and six months ended December
          31,  1996 and 1995  totaled  $286,000,  $4,006,000,  ($4,269,000)  and
          ($4,259,000),  respectively.  The  improvement  in cash  flow over the
          prior  year  was due  mainly  to the  fact  that  J&L  Structural  was
          significantly building inventories during the second quarter of fiscal
          1996.  Reduced  inventory  levels in early fiscal 1996  resulted  from
          production  inefficiencies  experienced  with  establishing  a  second
          production shift. Productivity inefficiencies relating to the start-up
          of the new reheat  furnace were  experienced  during the first half of
          fiscal  1997,  and have had a  negative  impact  on  working  capital.
          Productivity  and  resulting  gross margins are expected to improve in
          the near term as yield and tons per hour improvements are realized.

          The  Company's  investing  activities  included  capital  expenditures
          totaling  approximately  $641,000 and $2,971,000 for the three and six
          months ended December 31, 1996.  Capital  expenditures  included final
          expenditures  associated  with the new reheat furnace  installation of
          which  approximately  $1,400,000  remains  outstanding  as a  holdback
          pending  satisfaction  of  the  contractor's  contractual  performance
          guarantees to be demonstrated in the final equipment testing program.

          Financing  activities  for the second  quarter of fiscal 1997 included
          scheduled Senior Lender repayments  totaling $701,000,  net borrowings
          under the Senior Lender revolving credit facility  totaling  $111,000,
          borrowings under the Senior Loan capital  expenditures  line of credit
          totaling  $500,000  and  borrowings  under  a  state  lending  program
          relating to the reheat furnace  installation  totaling  $500,000.  J&L
          completed the  installation of a new reheat furnace in late July 1996;
          however,  until final satisfaction of equipment performance guarantees
          is given by the  contractor  based on  testing,  J&L has not  released
          final payments under the contract totaling  approximately  $1,400,000.
          Additional  borrowings for capital  expenditure funding to be provided
          by state and county sources totaling  approximately $850,000 have been
          approved and are expected to close by April, 1997.

          Total  outstanding debt of J&L, which excludes  affiliated debt, as of
          December   31,  1996  and  June  30,  1996  totals   $53,633,000   and
          $54,764,000,  respectively.  Interest expense on unaffiliated  debt of
          J&L totaled  $3,076,000  for the six months  ended  December 31, 1996,
          which  represents an effective  average  borrowing rate  approximating
          11.4% over the period.

          J&L is in violation of its debt service  coverage  covenants  with its
          senior and subordinated lenders based on computations  performed as of
          the December 31, 1996  measurement  date.  These  covenants  have been
          waived as of such  measurement  date by the  lenders at the request of
          J&L  management.  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.

<PAGE> 


PART II - OTHER INFORMATION 

ITEM 1:   Legal Proceedings 

     The Company is  presently  engaged in  litigation  related to its  business
activities.  It is believed  that the Company has  meritorious  defenses to such
lawsuits and is defending itself in the ordinary course of business.

     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 as 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,  which
appeal  remains  pending.  As of  December  31,  1996,  CPT  has  made  payments
aggregating  approximately  $545,000  to the Plan and as of June 30,  1996,  has
fully accrued the amount of the outstanding claim less payments made through the
June 30,  1996 date.  The company  will  continue  to make  monthly  installment
payments to the plan of approximately  $25,000 against the remaining  obligation
under this claim.

ITEM 2:  Changes in Securities 

         None 


ITEM 3:  Defaults Upon Senior Securities 

     J&L's Senior Term Loan, Revolving Loan Facility and Subordinated Term Notes
include  certain  provisions  which,  among other things,  provide that J&L will
maintain  certain  financial   ratios,   limit  the  amount  of  annual  capital
expenditures,  maintain  a minimum  tangible  net worth and limit the  amount of
shareholder  distributions.  As of December 31, 1996,  J&L was not in compliance
with its operating  cash flow and total debt service  covenants  with its senior
and subordinated lenders. J&L's lenders have waived their rights with respect to
the above  covenant  violations  as of December 31,  1996,  in response to J&L's
request to do so.


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 

<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 14, 1997                      By:      /s/William L. Remley 
                                                        William L. Remley,  
                                                        President & Treasurer 



<PAGE>