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                       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 March 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 May 15, 1998 1,510,084 shares of Common Stock were issued and outstanding.

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                                       1
<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            Nine Months Ended
                                     March 31,                     March 31,
<S>                            <C>             <C>             <C>            <C> 
                               1998            1997            1998           1997
                               ----            ----            ----           ----
Net sales                   $ 28,370       $ 23,155       $  81,948      $  70,935
Cost of sales                 24,250         19,997          70,135         62,089
                         -----------    -----------    ------------   ------------
    Gross profit               4,120          3,158          11,813          8,846
Selling, general and
    administrative             1,881          1,698           5,169          4,754
                         -----------    -----------    ------------   ------------
    Operating income           2,239          1,460           6,644          4,092
Other expense (income):
    Interest expense           1,859          1,920           5,734          5,565
    Minority interest            101              3             296            (62)
    Other, net                   130           ( 21)            318            (89)
                         -----------    ------------   ------------   -------------
Income (loss) before
    income taxes                 149           (442)            296         (1,332)
Income taxes                      43              -             137              -
                         -----------    -----------    ------------   ------------
Net income (loss)           $    106       $   (442)      $     159      $  (1,322)
                            ========       =========      =========      ==========

Earnings per common
    share:

    Basic                   $    0.07      $   (0.29)     $    0.11      $   (0.88)
                            =========      ==========     =========      ==========

    Diluted                 $    0.02      $   (0.29)     $   (0.02)     $   (0.88)
                            =========      ==========     ==========     ==========
Weighted average common
    shares outstanding
    (000's)                    1,510          1,510           1,510          1,510
                         ===========    ===========    ============   ============
Weighted average common
    and common
    equivalent shares
    outstanding (000's)        2,150          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)

                                                       March 31,     June 30,
ASSETS                                                    1998         1997
------                                                    ----         ----

Current assets:
     Cash and cash equivalents                        $      441   $       61
     Receivables - net of allowances                       9,216        9,471
     Inventories                                          12,098        9,876
     Other current assets                                    780          348
                                                      ----------   ----------

     Total current assets                                 22,535       19,756

Property, plant and equipment - net                       41,622       43,749
Deferred financing costs, net                              1,629        1,952
Goodwill                                                   1,296        1,365
Other assets                                                 348          348
                                                      ----------   ----------

     Total assets                                     $   67,430   $   67,170
                                                      ==========   ==========

LIABILITIES & SHAREHOLDERS' DEFICIT

Current liabilities:
     Accounts payable                                 $   10,856   $    9,562
     Accrued expenses                                      6,615        5,581
     Due to affiliates                                         1          165
     Current portion of long-term debt                     4,174        3,378
                                                      ----------   ----------

     Total current liabilities                            21,646       18,686

Long-term debt                                            53,800       56,955
Other long-term obligations                                  840          840

Minority interest                                          2,623        2,327

Shareholders' deficit:
     Common stock authorized 30,000,000 shares of
        $.05 par value each, 1,510,084 shares issued          76           76
        and outstanding
     Additional paid in capital                            5,737        5,737
     Accumulated deficit                                 (17,292)     (17,451)
                                                      -----------  -----------

     Total shareholders' deficit                         (11,479)     (11,638)
                                                      -----------  -----------

     Total liabilities and shareholders' deficit      $   67,430   $   67,170
                                                      ==========   ==========

See Notes to Unaudited Consolidated Financial Statements




                                       3
<PAGE>




                                 CPT HOLDINGS, INC. AND SUBSIDIARIES
                                CONSOLIDATED STATEMENTS OF CASH FLOWS
                                            (Unaudited)
                                             ($000's)
<TABLE>
  
                                                       Three Months Ended      Nine Months Ended
                                                              March 31,           March 31,

<S>                                                       <C>        <C>        <C>       <C> 
                                                          1998       1997       1998      1997
                                                          ----       ----       ----      ----
Cash flows from operating activities:
   Net income (loss) ...............................   $   106    $  (442)   $   159    $(1,322)
   Adjustments to reconcile net income (loss) to net
      cash provided (used) by operations:
      Minority interest in earnings
         (loss) of subsidiaries ....................       101          3        296        (62)
      Depreciation and amortization ................     1,110      1,082      3,314      3,032
      Capitalized interest .........................         -          -          -       (130)
   Changes in working capital:
      (Increase) decrease in receivables ...........    (2,199)    (2,432)       255       (236)
      (Increase) decrease in inventories ...........    (1,208)    (1,083)    (2,222)       125
      (Increase) decrease in other current assets ..      (390)        19       (433)        70
      Increase in accounts payable and
         accrued expenses ..........................     2,766      1,662      2,164      1,338
                                                       -------    -------    -------    -------
      Net cash provided (used) by
         operating activities ......................       286     (1,191)     3,533      2,815
                                                       -------    -------    -------    -------
Cash flows from investing activities:
      Capital expenditures .........................      (247)      (361)      (689)    (3,332)
      Decrease in other assets .....................         -        235          -        279
                                                       -------    -------    -------    -------
      Net cash used by investing activities ........      (247)      (126)      (689)    (3,053)
                                                       -------    -------    -------    -------
Cash flows from financing activities:
      Repayment on long-term obligations ...........      (823)      (726)    (2,412)    (2,095)
      Net borrowings (repayments) under
         revolving credit facility .................       965      1,914        (52)       653
      Borrowings under unsecured line of credit ....         -          -          -         34
      Borrowings under senior term loan ............         -          -          -      1,000
      Borrowings from state development loans ......         -          -          -        500
                                                       -------    -------    -------    -------
      Net cash provided (used) by
         financing activities ......................       142      1,188     (2,464)        92
                                                       -------    -------    -------    -------
Net increase (decrease) in cash and cash
         equivalents ...............................       181       (129)       380       (146)
Cash and cash equivalents:
      Beginning of period ..........................       260        157         61        174
                                                       -------    -------    -------    -------
      End of period ................................   $   441    $    28    $   441    $    28
                                                       =======    =======    =======    =======
Supplemental data - cash paid during the period for:
      Interest, net of capitalized amounts .........     1,485    $ 1,557    $ 4,576    $ 4,586
                                                       =======    =======    =======    =======
      Income taxes .................................   $     -    $     -    $     -    $     -
                                                       =======    =======    =======    =======
</TABLE>

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.  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):

                                        March 31,    June 30,
                                           1998        1997
                                           ----        ----
   Raw materials                         $ 2,064      $1,954
   Finished goods                         10,034       7,922
                                         -------      ------
                                         $12,098      $9,876
                                         =======      ======




                                       5
<PAGE>




3. Long-Term Debt

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

                                                      March 31,     June 30,
                                                        1998          1997
                                                        ----          ----

   Senior term loan                                 $  17,838     $  20,108
   Subordinated term notes                             23,000        23,000
   Revolving loan facility                              9,198         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                                            781           923
                                                    ---------     ---------
                                                       59,022        61,487

   Less current portion of long-term debt               4,174         3,378
   Less discounts on long-term debt                     1,048         1,154
                                                    ---------     ---------
      Total                                         $  53,800     $  56,955
                                                    =========     =========

   Effective April 1, 1998, Trinity Investment Corp. ("Trinity"),  an affiliated
   company,  issued  waivers of demand for payment of interest for 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 October 1, 1998.

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 March 31, 1998, CPT has made payments  aggregating  approximately
   $766,000 to the Plan and as of the same date, 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 March 31,  1998,  $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 March 31,
   1998, 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
   March 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 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  per 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):

                                       Three Months Ended   Nine Months Ended
                                           March 31,            March 31,
                                         1998      1997       1998      1997
<TABLE>
                                         ----      ----       ----      ----
   Numerator:
<S>                                         <C>            <C>           <C>            <C>         
   Net income (loss) ....................   $       106    $     (442)   $       159    $    (1,322)
   Dilution on earnings resulting
      from subsidiary warrants ..........           (63)         --             (183)          --
                                            -----------    ----------    -----------    -----------
   Net income (loss) available to
common shareholders .....................   $        43    $     (442)   $       (24)   $    (1,322)
                                            ===========    ==========    ===========    ===========
   Denominator:
   Denominator for basic earnings
      per share-weighted average
      shares ............................     1,510,084     1,510,084      1,510,084      1,510,084
   Effect of dilutive securities:
      Warrants ..........................       639,456             -              -              -
                                            -----------    ----------    -----------    -----------

   Denominator for diluted earnings
      per share-adjusted weighted-average
      shares and assumed conversion .....     2,149,540     1,510,084      1,510,084      1,510,084
                                            ===========    ==========    ===========    ===========
   Basic earnings per common share ......   $      0.07    $    (0.29)   $      0.11    $     (0.88)
                                            ===========    ==========    ===========    ===========

   Diluted earnings per common share ....   $      0.02    $    (0.29)   $     (0.02)   $     (0.88)
                                            ===========    ==========    ===========    ===========
</TABLE>





                                       7
<PAGE>






On April 1, 1995, the Company issued warrants  exercisable for 2,000,000  shares
of the  Company's  common  stock  for a  period  of ten  years  from the date of
issuance at $1 per share.

On February 1, 1996, the Company issued a warrant exercisable for 300,000 shares
of the  Company's  common  stock,  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 the
weighted  average  price per share for the three and nine months ended March 31,
1998 and 1997 did not exceed the exercise price.

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

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 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 nine month periods ended March 31, were:

                           Three Months Ended            Nine Months Ended
                                March 31,                    March 31,
                           1998           1997          1998           1997
                           ----           ----          ----           ----
J&L Structural        $ 26,478,000   $ 21,631,000   $ 77,078,000  $ 66,314,000
Brighton                 1,892,000      1,524,000      4,870,000     4,621,000
                      ------------   ------------   ------------  ------------
Total                 $ 28,370,000   $ 23,155,000   $ 81,948,000  $ 70,935,000
                      ============   ============   ============  ============


Net sales for J&L  Structural  during 1998  increased in comparison to the prior
year amounts primarily due to continued strength in the manufactured housing and
general  construction  industries  which  together  represent  over  80%  of J&L
Structural's end markets.  Overall tonnage shipped  increased by 16.5% and 22.9%
over  the   comparable   three  and  nine  month  periods  in  the  prior  year,
respectively.

Brighton's  sales increase for the current three and nine month periods reflects
strong sales to larger volume customers.





                                       8
<PAGE>




 Gross Margins

 Gross margins for the three month and nine month periods ended March 31, were:

                         Three Months Ended          Nine Months Ended
                             March 31,                   March 31,
                        1998          1997          1998          1997
                        ----          ----          ----          ----
J&L Structural          13.1%         12.5%         13.5%         11.5%
Brighton                34.4%         30.4%         28.6%         26.9%
                        -----         -----         -----         -----
Total                   14.5%         13.6%         14.4%         12.5%
                        =====         =====         =====         =====


Gross margins for J&L  Structural  improved  during fiscal 1998 in comparison to
the prior year due mainly to realization of productivity  improvements resulting
from more  efficient  operation  of the new  reheat  furnace  and sale of higher
margin products,  particularly for the construction market,  offset partially by
higher billet costs.  During the comparable periods in fiscal 1997, margins were
lower  due  to  production  inefficiencies  resulting  from  required  equipment
improvements  to the new reheat furnace which were  completed  during the second
fiscal  quarter,  and to startup  costs  relating to the extended  period of the
equipment changeover process.  Billet costs, which comprise approximately 70% of
J&L Structural's manufacturing costs, have increased on average by approximately
5% and  2%  for  the  three  and  nine  month  periods  ended  March  31,  1998,
respectively, compared to the prior year.

Brighton's  gross  margins  for  the  three  and  nine  month  periods  improved
significantly,  primarily  due to a shift in product mix towards  higher  margin
products sold to large customers, and lower material costs.

Selling, General and Administrative Expenses:

Selling,  general and  administrative  expenses increased 10.8% and 8.7% for the
three and nine months ended March 31,  1998,  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 March  31,1998 and 1997
totaled  $286,000 and  $(1,191,000),  respectively,  while the nine months ended
March 31, 1998 and 1997 totaled  $3,533,000 and  $2,815,000,  respectively.  The
increase  in cash flows for the three and nine month  periods  ending  March 31,
1998 compared to the same periods in the prior year was attributed  primarily to
improved earnings from operations.

The Company's investing activities for the three and nine months ended March 31,
1998  reflect  maintenance   capital  spending.   Capital  spending  during  the
comparable periods in 1997,  represented final expenditures  associated with the
new reheat furnace installation.

Financing activities for the three and nine months ended March 31, 1998 included
scheduled  repayments of $823,000 and  $2,412,000,  respectively,  on the senior
term  loan and  state  loans.  Additionally,  net  borrowings  of  $965,000  and
repayments  of $52,000  took place under the senior  lender's  revolving  credit
facility  for the three and nine  months  ended  March 31,  1998,  respectively.
Outstanding debt as of March 31, 1998 totaled  $59,022,000 with related interest
expense of $5,734,000 for the nine months ended March 31, 1998  representing  an
average borrowing rate  approximating  12.9% over the period excluding the yield
impact from amortization of deferred financing costs.



                                       9
<PAGE>

Cash and cash equivalents increased from $61,000 to $441,000 for the nine months
ended March 31, 1998.  Although the Company's total equity  represents a deficit
of  approximately  $11,479,000,  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  $4,174,000 of
principal  repayments  under the senior  term loan and  various  state loans and
approximately  $2,500,000 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.



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 March 31, 1998, CPT has made payments  aggregating  approximately
   $766,000 to the Plan and as of the same date, 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.

                                       10
<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  March
   31,1998,  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.

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 Third 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:  May 15, 1998                      By:   /s/William L. Remley
                                                   -----------------------
                                                      William L. Remley,
                                                      President & Treasurer



                                       12
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