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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, 1997

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

                          Commission File Number 0-7462

                               CPT HOLDINGS, INC.

             (Exact name of registrant as specified in its charter)


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


   1430 Broadway, 13th Floor
   New York, New York                                     10018
(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 April  30,  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              Nine Months Ended
                                                                        March 31,                       March 31,
                                                                  1997              1996          1997               1996
                                                                  ----              ----          ----               ----


Net sales                                                     $    23,155     $   24,047       $   70,935       $  75,806
Cost of sales                                                      19,997         20,775           62,089          66,116
                                                              -----------     ----------       ----------       ---------
      Gross profit                                                  3,158          3,272            8,846           9,690
Selling, general and administrative                                 1,698          1,899            4,754           5,168
                                                              -----------     ----------       ----------       ---------
      Operating income                                              1,460          1,373            4,092           4,522
Other expense (income):
      Interest expense                                              1,920          1,851            5,565           5,465
      Minority interest                                                 3              8              (62)            (95)
      Other expense (income), net                                     (21)           486              (89)          1,263
                                                              ------------    ----------       -----------      ---------
Loss from continuing operations
      before provision for income taxes                              (442)          (972)          (1,322)         (2,111)
Provision for income taxes                                              -              -                -               -
                                                              -----------     ----------       ----------       ---------
Net Loss                                                      $      (442)    $     (972)      $   (1,322)      $  (2,111)
                                                              ============    ===========      ===========      ==========

Primary and fully-diluted loss per share                      $     (0.29)    $     (0.64)     $    (0.88)      $   (1.40)
                                                              ============    ============     ==============   ==========

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>
                                                              March 31,                  June 30,
                                                                 1997                       1996
ASSETS

Current assets:
     Cash and cash equivalents                                $        28               $      174
     Receivables, net of allowances                                 8,742                    8,506
     Inventories                                                   10,688                   10,813
     Other current assets                                              60                      130
                                                              -----------               ----------

     Total current assets                                          19,518                   19,623

Property, plant and equipment, net                                 45,401                   44,500
Deferred financing costs, net                                       2,060                    2,374
Goodwill                                                            1,389                    1,460
Other assets                                                          348                      627
                                                              -----------               ----------

Total assets                                                  $    68,716               $   68,584
                                                              ===========               ==========


LIABILITIES & SHAREHOLDERS' DEFICIT

Current liabilities:
     Accounts payable                                         $     9,813               $    8,881
     Accrued expenses                                               4,458                    4,052
     Current portion of long-term debt                              3,085                    2,776
                                                              -----------               ----------

     Total current liabilities                                     17,356                   15,709

Long-term debt                                                     58,757                   58,888
Other long-term obligations                                           400                      400

Minority interest                                                   2,509                    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                                          (16,119)                 (14,797)
                                                              ------------              -----------

     Total shareholders' deficit                                  (10,306)                  (8,984)
                                                              ------------              -----------

Total liabilities and shareholders' deficit                   $    68,716               $   68,584
                                                              ===========               ==========


</TABLE>


See Notes to Unaudited Consolidated Financial Statements


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


<TABLE>

<S>                                                                <C>       <C>               <C>            <C>
                                                                   Three Months Ended                 Nine Months Ended
                                                                       March 31,                           March 31,
                                                                 1997              1996              1997            1996
                                                                 ----              ----              ----            ----
Cash flows from operating activities:
Net loss                                                      $      (442)   $      (972)      $    (1,322)   $    (2,111)
Adjustments to reconcile net loss to net cash
     provided (used) by operations:
     Minority interest in earnings of subsidiaries                      3              8               (62)           (95)
     Depreciation and amortization                                  1,082            787             3,032          2,367
     Capitalized interest                                               -              -              (130)             -
Changes in working capital:
     Decrease (increase) in receivables                            (2,432)          (372)             (236)         1,167
     Decrease (increase) in inventories                            (1,083)           158               125         (4,275)
     Decrease (increase) in other current assets                       19            (55)               70            121
     Increase (decrease) in accounts payable
         and accrued expenses                                       1,662          1,389             1,338           (489)
                                                              -----------    -----------       -----------    ------------

Cash used by operating activities                                  (1,191)           943             2,815         (3,315)
                                                              ------------   -----------       -----------    ------------

Cash flows from investing activities:
     Capital expenditures                                            (361)        (2,411)           (3,332)        (5,725)
     Increase in other assets                                         235            (76)              279           (108)
                                                              -----------    ------------      -----------    -----------
     Cash provided (used) by investing activities                    (126)        (2,487)           (3,053)        (5,833)
                                                              ------------   ------------      ------------   -----------

Cash flows from financing activities:
     Repayment of long-term obligations                              (726)          (570)           (2,095)        (1,486)
     Net borrowings under revolving
         credit facility                                            1,914          1,127               653          8,863
     Borrowings under unsecured line of credit                          -            509                34            509
     Borrowings under senior term loan                                  -          1,000             1,000          1,000
     Borrowings under state development loans                           -              -               500              -
                                                              -----------    -----------       -----------    -----------
     Cash provided by financing activities                          1,189          2,066                92          8,886
                                                              -----------    -----------       -----------    -----------

Net increase (decrease) in cash and cash equivalents                 (128)           522              (146)          (262)
Cash and cash equivalents:
     Beginning of period                                              157            188               174            972
                                                              -----------    -----------       -----------    -----------
     End of period                                            $        28    $       710       $        28    $       710
                                                              ===========    ===========       ===========    ===========

Supplemental data - cash paid during the period for:
Interest                                                      $     1,557    $     1,586       $     4,586    $     4,569
                                                               ==========    ===========        ==========    ===========
Income taxes                                                  $         -    $         -       $         -    $       167
                                                               ==========    ===========        ==========    ===========

</TABLE>

See Notes to Unaudited Consolidated Financial Statements


<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>
                                                                          March 31,         June 30,
                                                                            1997              1996

         Raw materials                                                  $   2,544        $   1,971
         Finished goods                                                     8,144            8,842
                                                                        ---------        ---------

                           Total                                        $  10,688        $  10,813
                                                                        =========        =========

</TABLE>

3.   Long-Term Debt

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

<TABLE>

<S>                                                                     <C>              <C>

                                                                          March 31,         June 30,
                                                                            1997              1996

     Senior term loan                                                   $  20,828        $  21,884
     Subordinated term notes                                               23,000           23,000
     Revolving loan facility                                               10,533            9,880
     Fixed rate 13% debenture                                               6,730            6,730
     Unsecured revolving credit facility                                    1,000              966
     Note payable to state                                                    461               --
     Deferred purchase money note                                             475              475
                                                                        ---------        ---------
                                                                           63,027           62,935

     Less:  current portion of long-term debt                               3,085            2,776
     Less:  discounts on long-term debt                                     1,185            1,271
                                                                        ---------        ---------

              Total                                                     $  58,757        $  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 March 31, 1997, J&L was not in compliance
    with  certain  operating  cash flow to debt  service  financial  maintenance
    covenants  with its senior and  subordinated  lenders.  J&L's  lenders  have
    waived  their  rights with respect to the above  covenant  violations  as of
    March 31,  1997,  in  response  to J&L's  request to do so. In  addition,  a
    mechanics'  lien was filed against J&L as described  further in Note 4 which
    resulted  in a  technical  default  under the credit  agreements  with J&L's
    lenders. The lenders also waived their rights with respect to this technical
    default for the period through August 31, 1997.

    On April 17, 1997, J&L closed on two local sources of debt totaling $500,000
    which were  available  to it in order to assist in the  financing of the new
    reheat  furnace.  The debt bears interest at 3% and 5% and amortizes over 60
    months beginning June 1, 1997 with monthly payments totaling $9,110.

    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  quarters ended  September 30, 1996 and December
    31, 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 April 1, 1997, 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 October 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 March 31,
    1997, CPT has made payments aggregating  approximately $620,000 to the Plan,
    and as of June 30, 1996 the Company  had fully  accrued all amounts  payable
    under this claim.  The Company  will  continue to make  monthly  installment
    payments  to  the  plan  of  approximately  $25,000  against  the  remaining
    obligation under this claim.

    On March 25, 1997,  J&L's  furnace  builder  filed a statement of mechanics'
    lien in the Court of Common Pleas of Beaver County, Pennsylvania against the
    real  property  situated  in  Aliquippa  and  owned  by J&L for  payment  of
    $1,420,000  claimed  due it.  The  mechanics'  lien  asserts  that  work was
    completed on the furnace in December  1996,  and that under the contract the
    final holdback  payment would be payable  following  completion of work. J&L
    has not  delivered  final payment due to variances  noted under  performance
    testing  results which did not meet contract  specifications.  However,  the
    furnace  builder  has  refused to  recognize  these test  results due to its
    disagreement  with J&L's  procedural  methods  utilized in carrying  out the
    testing. Subsequent to filing of the mechanics' lien, on April 18, 1997, J&L
    filed  a  demand  for  arbitration  under  the  contract.   J&L  is  seeking
    declaratory  judgment  and  performance  on  the  following:   (i)  contract
    interpretation  of  performance  criteria to be applied  under the contract,
    (ii)  contract  interpretation  with regard to  procedures to be utilized in
    conducting  performance  testing and (iii)  dismissal of the mechanics' lien
    claim  against  J&L's real  property on the basis that it is  premature  and
    improper.  J&L has fully  accrued  $1,420,000  which is included in accounts
    payable as of March 31, 1997.


<PAGE>


5.  Earnings Per Share

    In February 1997, the Financial  Accounting Standards Board issued Statement
    No. 128  "Earnings  Per Share" ("FAS 128") which  establishes  standards for
    computing and presenting  earnings per share ("EPS") and applies to entities
    with publicly held common stock or potential  common stock.  It replaces the
    presentation  of  primary  EPS  with  a  presentation  of  basic  EPS  which
    significantly  limits the inclusion of common stock  equivalents used in its
    computation.  Disclosure  requirements  include a dual presentation of basic
    and diluted EPS on the face of the income  statement  for all entities  with
    complex  capital  structures  and requires a  reconciliation  of the factors
    utilized in computing  basic and diluted EPS. FAS 128 will become  effective
    for financial  statements issued for periods ending after December 15, 1997.
    There would have been no effect to the  reported  per share  results for the
    three and nine month periods  ended March 31, 1997 and 1996 per  application
    of FAS 128 due to the  antidilutive  effect of common stock  equivalents for
    these periods.


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 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.

Results of Operations

Net Sales for the three and nine month periods ended March 31, were:

<TABLE>

<S>                           <C>                  <C>                   <C>                <C>

                                        Three Months Ended                      Nine Months Ended
                                          March  31,                                March 31,
                                   1997                1996                  1997              1996
                                   ----                ----                  ----              ----
     J&L Structural            $21,631,000         $22,207,000           $66,314,000        $71,153,000
     Brighton                    1,524,000           1,840,000             4,621,000          4,653,000
                                 ---------           ---------             ---------          ---------
     Total                     $23,155,000         $24,047,000           $70,935,000        $75,806,000

</TABLE>

Net sales for J&L  Structural for the three and nine months ended March 31,
1997 decreased  from the same  periods  in the prior  year due  mainly to lower
volume shipped.  Total tonnage shipped for the three and nine months ended March
31, 1997  decreased  0.8% and 4.4%,  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  along  with the  long-term  growth  experienced  in this
industry.  Manufactured housing industry growth is anticipated to continue based
on increasing  consumer  acceptance  resulting from improved product quality and
design  at  significantly  reduced  cost  compared  to  site  built  homes.  J&L
Structural  maintains a significant  market share of total structural steel beam
shipments in this business segment.  Junior  Beam(Registered  trademark) tonnage
shipments to the manufactured housing industry have decreased approximately 0.7%
and increased approximately 4.5% compared to the three and nine month periods in
the  previous  year,  respectively.  The most  significant  impact on net sales,
however,  has come from business to truck/trailer  manufacturers  whose industry
has experienced a general market downturn in 1996 orders due to sluggish demand.
Sales of crossmembers to  truck/trailer  manufacturers  decreased  approximately
23.7% and 34.2%  compared  to the three and nine month  periods in the  previous
year, respectively. The current backlog of orders for crossmembers has improved,
however,  mainly as a result  of the  addition  of new  customers  and  expanded
relationships with existing customers. The truck/trailer  manufacturing business
represents  15%  to  20%  of  J&L  Structural's  total  business.   The  highway
construction  business  shipments continue to show signs of improvement over the
prior year results due mainly to the relatively mild weather  experienced in the
northeast  United States this year in comparison to the unusually  severe winter
last year. Wide flange beams shipments increased  approximately 112.6% and 16.2%
compared to the three and nine month periods in the previous year, respectively.
Steel service center business decreased approximately 0.5% and 10.7% compared to
the three and nine month periods in the previous year, respectively, as a result
of reduced volume to the  construction  industry.  The highway  construction and
steel  service  center  business  combined  represent  approximately  20% of J&L
Structural's overall business.

An  overall  reduction  in average  pricing on shipped  tonnage of 2.0% and 2.5%
compared to the same three and nine month periods last year resulted mainly from
the lower mix of crossmembers 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 nine month  periods,  as measured in
dollars,  decreased  17.2%  and  0.7% as  compared  to the same  periods  in the
previous  fiscal  year,  respectively.  The  decrease in sales was due mainly to
timing of customer  orders and  periodic  scrap sales  rather than market  share
changes.

Gross Margins for the three and nine months ended March 31, were:

<TABLE>

<S>                                <C>             <C>                      <C>           <C>

                                      Three Months Ended                      Nine Months Ended
                                          March 31,                              March 31,
                                   1997            1996                     1997          1996
                                   ----            ----                     ----          ----
     J&L Structural                12.5%           12.8%                    11.5%         12.2%
     Brighton                      30.4%           23.8%                    26.9%         21.3%
                                   -----           -----                    -----         -----
     Total                         13.6%           13.6%                    12.5%         12.8%

</TABLE>

Gross margins for J&L Structural were lower compared to prior period results for
both the three and nine months due to lower overall sales volumes and production
inefficiencies  due to start-up costs for the newly  installed  reheat  furnace.
Productivity  measures,  however,  continued  to  improve  over the most  recent
operating  quarter  wherein  certain  identified  equipment   improvements  were
completed.   The  negative  impact  of  the  reheat  furnace   start-up  on  J&L
Structural's gross margins was somewhat mitigated by a reduction in billet costs
in  comparison  to the prior 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, in addition to more favorable experience relating
to workers compensation claims.

Selling,  general and  administrative  expenses expressed as a percentage of net
sales for the three  month  periods  ended March 31, 1997 and 1996 were 7.3% and
7.9%, respectively.  Selling, general and administrative expenses expressed as a
percentage of net sales for the nine month periods ended March 31, 1997 and 1996
were 6.7% and 6.8%, respectively.  The reduction in these costs is primarily due
to the  reduction  in  corporate  level  charges  relating  to  finalization  of
litigation concerning Hupp.


<PAGE>


Other expense reported in the prior year periods relates to a $550,000 corporate
charge during the third quarter of fiscal 1996  resulting  from an accrual for a
pension claim for payment of withdrawal  liability relating to Hupp, in addition
to a charge of  approximately  $830,000 during the second quarter of fiscal 1996
relating to a signing bonus and retroactive profit sharing plan charge which was
included in a new labor contract with the United Steel Workers of America.

Liquidity and Capital Resources

Cash flows from  operations  for the three  months ended March 31, 1997 and 1996
totaled  ($1,191,000)  and $943,000,  respectively.  This decrease in cash flows
over the prior year was due mainly to the fact that J&L  Structural was building
inventories  following the six month period of reduced productivity  relating to
start-up difficulties  experienced with the new reheat furnace. In addition, J&L
experienced  an increase in trade  receivables  due  primarily to unusually  low
levels  of net sales  during  the final  month and a half of the  second  fiscal
quarter due to the reheat furnace  enhancement and maintenance  shutdowns.  Cash
flows from  operations for the nine months ended March 31, 1997 and 1996 totaled
$2,815,000  and  ($3,315,000),  respectively.  The increase in cash flows in the
current year  compared to the prior year is primarily  due to a reduced level of
net loss coupled with less of a requirement for incremental  cash for management
of  inventory  levels  compared to the same  period in the prior  year.  Reduced
inventory  levels were  experienced  in the first half of fiscal 1996  resulting
from production inefficiencies experienced with establishing a second production
shift.

The  Company's  investing  activities  included  capital  expenditures  totaling
approximately  $361,000 and $3,332,000 for the three and nine months ended March
31, 1997. Capital expenditures  included final expenditures  associated with the
new  reheat  furnace  installation  of which  approximately  $1,420,000  remains
outstanding  as  a  holdback  pending  satisfaction  of  the  furnace  builder's
contractual  performance  guarantees.  See Note 4 of the Notes to the  Unaudited
Consolidated Financial Statements.

Financing  activities  for the third quarter of fiscal 1997  included  scheduled
Senior Lender  repayments  totaling $726,000 and net borrowings under the Senior
Lender  revolving  credit  facility  totaling  $1,914,000.   J&L  completed  the
installation  of a new reheat  furnace in late July 1996;  however,  until final
satisfaction  of  equipment  performance  guarantees  is obtained  from  furnace
builder  based on testing,  J&L will retain  final  payments  under the contract
totaling approximately $1,420,000. Additional borrowings for capital expenditure
funding provided by local sources totaling $500,000 closed in April, 1997.

Total  outstanding debt of J&L, which excludes  affiliated debt, as of March 31,
1997  and  June 30,  1996  totals  $54,822,000  and  $54,764,000,  respectively.
Interest  expense on  unaffiliated  debt of J&L totaled  $4,671,000 for the nine
months ended March 31, 1997,  which  represents an effective  average  borrowing
rate approximating 11.4% over the period.

J&L was in violation of certain financial maintenance,  as well as incurrence of
lien covenants with its senior and  subordinated  lenders based on the March 31,
1997 measurement date, as described further in Notes 3 and 4 of the Notes to the
Unaudited Consolidated Financial Statements. These covenants have been waived as
of such  measurement  date by J&L's lenders at the request of J&L's  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 foreseeable future.

     The Company evaluates  potential  prospects for growth of its business from
time to time, including through acquisitions of existing businesses. The Company
recently  proposed to negotiate the acquisition of Steel of West Virginia,  Inc.
("SWVA") for $9.00 per share in cash, but SWVA management rebuf fed the Company.
The Company is  currently  soliciting  proxies to oppose  certain  anti-takeover
proposals  made by SWVA  management  and in favor of the  Company's  non-binding
resolution  urging SWVA to enter into  negotiations  with any qualified  bidder,
including  the  Company,  to sell SWVA.  The Company fi led suit in the Delaware
Court  of  Chancery  on May 14,  1997  seeking  to  invalidate  portions  of the
shareholder rights plan adopted by SWVA shortly after SWVA's management rejected
the Company's  proposal.  The Company is considering  its options with regard to
SWVA  which  include,  among  other  possibilit  ies,  renewed  proposals  for a
negotiated  transaction,  a proxy  or  consent  solicitation  in  opposition  to
management  or in support of a merger with the  Company,  or a tender  offer for
shares of SWVA.  The Company  will  consummate  financing  arrangements,  before
closing any such transaction,  which may incl ude public or private placement of
equity or debt or senior  bank  financing.  There can be no  assurance  that the
management of SWVA will agree to negotiate any  transaction  with the Company on
terms acceptable to the Company,  or that the Company will consummate any of the
foregoing transactions.
<PAGE>


PART II - OTHER INFORMATION

ITEM 1:   Legal Proceedings

    The  Industrial  and Allied  Employees  Union Local No. 73 Pension Plan (the
    "Plan")  issued  a  claim  for  payment  of  withdrawal  liability  totaling
    approximately  $870,000 under Section 4219 of ERISA 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 March 31,
    1997, CPT has made payments aggregating  approximately  $620,000 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.

    On March 25, 1997,  J&L's  furnace  builder  filed a statement of mechanics'
    lien in the Court of Common Pleas of Beaver County, Pennsylvania against the
    real  property  situated  in  Aliquippa  and  owned  by J&L for  payment  of
    $1,420,000  claimed  due it.  The  mechanics'  lien  asserts  that  work was
    completed on the furnace in December  1996,  and that under the contract the
    final holdback  payment would be payable  following  completion of work. J&L
    has not  delivered  final payment due to variances  noted under  performance
    testing  results which did not meet contract  specifications.  However,  the
    furnace  builder  has  refused to  recognize  these test  results due to its
    disagreement  with J&L's  procedural  methods  utilized in carrying  out the
    testing. Subsequent to filing of the mechanics' lien, on April 18, 1997, J&L
    filed  a  demand  for  arbitration  under  the  contract.   J&L  is  seeking
    declaratory  judgment  and  performance  on  the  following:   (i)  contract
    interpretation  of  performance  criteria to be applied  under the contract,
    (ii)  contract  interpretation  with regard to  procedures to be utilized in
    conducting  performance  testing and (iii)  dismissal of the mechanics' lien
    claim  against  J&L's real  property on the basis that it is  premature  and
    improper.  J&L has fully  accrued  $1,420,000  which is included in accounts
    payable as of March 31, 1997.


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 March 31, 1997, J&L was not in compliance
    with  certain  operating  cash flow to debt  service  financial  maintenance
    covenants  with its senior and  subordinated  lenders.  J&L's  lenders  have
    waived  their  rights with respect to the above  covenant  violations  as of
    March 31,  1997,  in  response  to J&L's  request to do so. In  addition,  a
    mechanics'  lien was filed  against J&L as  described  further in Note 4 and
    Item 1 of this  document  which  resulted in a technical  default  under the
    credit  agreements with J&L's lenders.  The lenders also waived their rights
    with respect to this  technical  default for the period  through  August 31,
    1997.


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

<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:  May 15, 1997                          By:      /s/William L. Remley
                                                      --------------------------
                                                       William L. Remley,
                                                       President & Treasurer







<PAGE>