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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 September 30, 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  November  1, 1998  1,510,084  shares  of Common  Stock  were  issued  and
outstanding.

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<PAGE>


                        PART 1.  FINANCIAL INFORMATION

ITEM 1: Financial Statements

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



                               Three Months Ended
                                   September,
                               1998          1997
                               ----          ----
Net sales                   $ 27,009       $ 28,147
Cost of sales                 23,567         23,868
                              ------         ------
                        
    Gross profit               3,442          4,279
Selling, general and
    administrative             1,711          1,598
                               -----          -----
                         
    Operating income           1,731          2,681
Other expense:
    Interest expense           1,867          1,920
    Minority interest             37            196
    Other, net                    67            104
                                  --            ---
                         
Income (loss) before
    income taxes                (240)           461
Income taxes                       -              -
                               -----           ----
Net income (loss)           $   (240)      $    461
                            =========      ========

Earnings (loss) per common share:

    Basic                   $   (0.16)     $    0.30
                            ==========     =========

    Diluted                 $   (0.16)     $    0.15
                            ==========     =========
Weighted average common
    shares outstanding
    (000's)                     1,510          1,510
                           ==========      =========
Weighted average common
    and common
    equivalent shares 
     outstanding (000's)        1,510          2,312
                          ===========    ===========
   


See Notes to Unaudited Consolidated Financial Statements


<PAGE>


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

                                                    September 30,    June 30,
ASSETS                                                    1998         1998
------                                                    ----         ----

Current assets:
     Cash and cash equivalents                        $       42   $       37
     Receivables - net of allowances                       8,375        8,946
     Inventories                                          12,432       12,722
     Receivable from affiliate                                 -           26
     Other current assets                                    209          168
                                                      ----------   ----------

     Total current assets                                 21,058       21,899

Property, plant and equipment - net                       40,784       41,364
Deferred financing costs, net of accumulated
     amortization of $1,498 and $1,390                                         
     respectively.                                         1,414        1,522
Goodwill, net of accumulated amortization of
     $635 and $612, respectively.                          1,248        1,271
Other assets                                                 349          349
                                                      ----------   ----------

     Total assets                                     $   64,853   $   66,405
                                                      ==========   ==========

LIABILITIES & SHAREHOLDERS' DEFICIT

Current liabilities:
     Accounts payable                                 $    9,777   $   10,507
     Accrued expenses                                      5,718        6,230
     Due to affiliates                                        84            -
     Current portion of long-term debt                     4,409        4,321
                                                      ----------   ----------

     Total current liabilities                            19,988       21,058

Long-term debt                                            53,091       53,371
Other long-term obligations                                  200          200

Minority interest in consolidated subsidiaries             2,894        2,856

Shareholders' deficit:
     Common stock authorized 30,000,000 shares of
        $.05 par value each, 1,510,084 shares issued          
        and outstanding                                       76           76
     Additional paid-in capital                            5,737        5,737
     Accumulated deficit                                 (17,133)     (16,893)
                                                      -----------  -----------

     Total shareholders' deficit                         (11,320)     (11,080)
                                                      -----------  -----------

     Total liabilities and shareholders' deficit      $   64,853   $   66,405
                                                      ==========   ==========

See Notes to Unaudited Consolidated Financial Statements


<PAGE>


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

                                           Three Months Ended
                                              September 30,
                                              1998      1997
                                              ----      ----
Cash flows from operating activities:
   Net income (loss)                       $   (240) $   461
   Adjustments to reconcile net income
     (loss) to net cash provided 
      by operations:
      Minority interest in earnings
         (loss) of subsidiaries                  37      196
      Depreciation and amortization           1,110    1,096
   Changes in working capital:
      (Increase) decrease in receivables        597     (195)
      (Increase) decrease in inventories        290   (2,165)
      Increase in other current assets          (41)    (128)
      Decrease (increase) in accounts
         payable and accrued expenses        (1,158)   2,012

      Net cash provided by operating  
         activities                             595    1,277
                                           --------  -------
      

Cash flows from investing activities:
      Capital expenditures                     (389)    (269)
      Decrease (increase) in other assets         -       (1)
                                           --------  --------
      Net cash used by investing  
         activities                            (389)    (270)
                                           --------- --------


Cash flows from financing activities:
      Repayment on long-term obligations     (1,048)    (785)
      Net borrowings under revolving            
      credit facility                           847      137

      Net cash used by financing activities    (201)    (648)
                                           ---------  -------
      

Net increase in cash and cash equivalents         5      359
Cash and cash equivalents:
      Beginning of period                        37       61
                                           --------  -------
      End of period                        $     42  $   420
                                           ========  =======
Supplemental data - cash paid during
   the period for:
      Interest                             $  1,472  $ 1,551
                                           ========  =======
      Income taxes                         $      -  $     -
                                           ========  =======








See Notes to Unaudited Consolidated Financial Statements

<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, 1998.

2. Inventories

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

                                         September 30,     June 30,
                                             1998            1998
                                             ----            ----
   Raw materials                           $ 3,408         $ 3,401
   Finished goods                            9,024           9,321
                                          --------        ---------
                                           $12,432         $12,722


<PAGE>


3. Long-Term Debt

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

                                                    September 30,   June 30,
                                                        1998          1998
                                                        ----          ----

   Senior term loan                                 $  15,920     $  16,920
   Subordinated term notes                             23,000        23,000
   Revolving loan facility                             10,689         9,843
   Fixed rate 13% debenture                             6,730         6,730
   Unsecured revolving credit facility                  1,000         1,000
   Deferred purchase money note                           475           475
   State loans                                            684           733
                                                    ---------     ---------
                                                       58,498        58,701

   Less current portion of long-term debt               4,409         4,321
   Less discounts on long-term debt                       998         1,009
                                                    ---------     ---------

      Total                                         $  53,091     $  53,371
                                                    =========     =========

   The Senior Term Loan, Revolving Loan Facility and the 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  September  30,  1998,  J&L  was  not  in
   compliance  with its maintenance of operating cash flow to total debt service
   ratio at the level  stipulated  by the senior  lender.  J&L has requested and
   received a waiver from the senior lender for this loan covenant violation.

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  September  30,  1998,   CPT  has  made  payments   aggregating
   approximately $741,000 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.  As the  decision  is  currently  on appeal,  CPT has not
   recorded any gain contingency.

   J&L's  former  workers  compensation  insurance  program  provided  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.  The letter of credit  called for  quarterly
   step-ups in the amounts  available for draw with the maximum aggregate amount
   of  $1,000,000  being  available  under the letter.  During the quarter ended
   September 30, 1998, the face value of the surety  required in the form of the
   letter of credit was  reevaluated  and has been reduced to  $750,000.  J&L is
   financially  responsible  for the face value of this letter of credit,  which
   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
   covered under a fixed cost, fully insured workers' compensation program.

   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 September
   30, 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 September 30, 1998.  J&L is currently in the process of  arbitration  with
   the furnace  builder  regarding the final  payment.  A  determination  of the
   likely outcome of the arbitration is unknown at this time.

   The Company is involved in various legal actions arising in the normal course
   of business. While it is not possible to determine with certainty the outcome
   of these matters,  in the opinion of management,  the eventual  resolution of
   the claims and actions outstanding will not have a material adverse effect on
   the Company's  financial position or operating results.  The Company is not a
   party to any additional litigation, commitments or contingent matters.

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
                                                        September 30,
                                                    1998            1997
                                                    ----            ----
           Numerator:
           Net income (loss)                      $(240)             $461
           Dilution on earnings resulting
              from subsidiary warrants                -              (122)
                                                  ------            -----
           Net income (loss) available to
              common shareholders                 $(240)             $339
                                                  ======             ====


           Denominator:
           Denominator for basic earnings
              per share-weighted average
              shares                          1,510,084         1,510,084
           Effect of dilutive securities:
              Warrants                                -           801,678
                                              ---------         ---------
           Denominator for diluted earnings
              per share-adjusted
              weighted-average                
              shares and assumed conversion   1,510,084         2,312,762

           Basic earnings per common share     $  (0.16)           $ 0.30
                                               ========            ======


           Diluted earnings per common share   $  (0.16)         $   0.15
                                               ========          ========





   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 months
   ended September 30, 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 period ended September 30, were:

                                  Three Months Ended
                                     September 30,
                                    1998         1997
                                    ----         ----
          J&L Structural      $ 25,822,000    $ 26,907,000
          Brighton               1,187,000       1,240,000
                              ------------    ------------
          Total               $ 27,009,000    $ 28,147,000
                              ============    ============


   Net sales for J&L Structural  decreased  between periods  reflecting  reduced
   shipping levels.  Sales tonnage shipments for the quarter ended September 30,
   1998 were down 2,915 tons or 4.6%  compared  to the  previous  year.  Highway
   safety  and  construction  industry  shipments  were lower by 27.9% and 6.9%,
   respectively.  Aggressive competitive pricing strategies have been introduced
   in  the  highway  safety  segment  which  are  expected  to be  short  lived.
   Construction  industry  spending,  while still strong relative to a few years
   back,  has  flattened in  comparison  to last year.  Tonnage in the Company's
   manufactured housing business, which accounted for over 63% of total revenues
   during  the  period,  fell  approximately  1.7% as a result of the entry of a
   market  competitor.  Shipments in the truck trailer  segment  increased  3.2%
   between periods in response to improvements in quality resulting in increased
   market share at a major  customer.  Average  sales  prices for the  Company's
   products were flat between periods.


   Brighton's sales reduction  reflects a general softening of the markets which
   the Company  services.  These market  conditions are  anticipated to continue
   into the near term.

Gross Margins
-------------


Gross margins for the three month period ended September 30, were:

                                      Three Months Ended
                                         September 30,
                                       1998         1997
                                       ----         ----
           J&L Structural              12.1%        15.7%
           Brighton                    25.9%        25.4%
                                       -----        -----
           Total                       12.7%        15.2%
                                       =====        =====


Gross  margins for J&L  declined  significantly  during the three  months  ended
September 30, 1998 in comparison to the same period in the prior year. Increased
spending   in  the   operational   areas   combined   with  lower   productivity
(tons-per-hour)  and yields were the most  significant  reasons  for  additional
costs in the 1998  period.  During  1998,  the Company  implemented  a continous
improvement  program  in  conjunction  with a plant  management  reorganization.
Additional costs were incurred directly  resulting from the  implementation  and
startup of these programs which had a direct impact on the  operational  results
in terms of productivity and yield.  Tons per hour fell  approximately  5.3% and
yield  decreased 0.4% in the quarter ended September 30, 1998 as compared to the
same  period  in the  previous  year.  Management  expects  to see  evidence  of
improvement from the program  intitiatives  throughout the balance of the fiscal
year.  Billet costs,  which  comprise more than 65% of J&L  Structural's  direct
manufacturing  costs, were on average $4 per ton (1.6%) less in the 1998 quarter
than in the previous year period.

Brighton's gross margins improved slightly from the prior period due mainly to a
greater mix of sales in its more profitable  hastalloy  products and also due to
lower raw material costs.

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

Selling,  general  and  administrative  expenses  increased  by  7.1%  over  the
comparable  period  in the  prior  year.  This  increase  was due  primarily  to
professional   expenses  related  to  a  sales/marketing   study,  a  management
information  systems  upgrade and  additional  legal costs  associated  with the
ongoing arbitration with the furnace builder.

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

Other expenses for the period ended  September  1998 were comprised  entirely of
costs  incurred  in  connection  with  the use of a search  firm  for  personnel
placement.  Amounts  expended  in  the  1997  period  relate  to  the  attempted
acquisition of Steel of West Virginia.



<PAGE>



Liquidity and Capital Resources

  Cash flows from  operations for the three months ended  September  30,1998 and
  1997 totaled $595,000 and $1,277,000, respectively. The decrease in cash flows
  for the three month  period  ended  September  30,  1998  compared to the same
  period in the prior year was  attributed  primarily  to reduced  profitability
  resulting from the productivity  issues and professional  consulting  expenses
  discussed above.

  The Company's  investing  activities for the three months ended  September 30,
  1998  totaled  $389,000,   reflecting  normal  maintenance  capital  spending.
  Investing  activities  during  the  comparable  period in 1997 also  reflected
  normal maintenance capital spending.

  Financing  activities  for the three months ended  September 30, 1998 included
  scheduled  repayments of $1,048,000  against the senior term loan and $847,000
  of borrowings  under the revolving  credit  facility.  Outstanding  debt as of
  September  30, 1998  totaled  $58,498,000  with  related  interest  expense of
  $1,867,000 for the period then ended,  representing an average  borrowing rate
  approximating   12.1%  over  the  period   excluding  the  yield  impact  from
  amortization of deferred financing costs.

  Cash and cash  equivalents  increased from $37,000 to $42,000 the three months
  ended  September 30, 1998.  Although the Company's  total equity  represents a
  deficit of approximately $11,320,000, 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  $4,409,000 of
  principal  repayments  under the senior term loan and various  state loans and
  approximately  $1,600,000 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  1999.  Management  expects  that cash  flows  from  operations  will
  continue to satisfy the Company's  requirements  to fund  necessary  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)
  significant negative pricing actions by competitors.

Recent Accounting Standards

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

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

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

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

Year 2000 Date Conversion

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

  During 1998, the Company  initiated a comprehensive  enterprise-wide  analysis
  exercise to identify and to resolve Year 2000 related issues. The scope of the
  program  includes the  investigation  of all company  functions  and products,
  including   embedded  systems  in  what  are  not   traditionally   considered
  information  technology  systems.  The  detection  phase  of  the  program  is
  currently estimated to be 90 percent complete.

  The corrective action phase of the program will begin during the second fiscal
  quarter of 1999, and is  anticipated to be completed  during the fourth fiscal
  quarter of 1999. Upon  completion,  the Company will execute a testing program
  to assess its state of readiness.  Also, J&L will assess the  preparedness  of
  critical  suppliers for Year 2000 through a thorough  inquiry  process.  Total
  cost at  completion  of the  program is  currently  estimated  to  approximate
  $100,000. These costs will be expensed as incurred.

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

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


<PAGE>


PART II - OTHER INFORMATION

ITEM 1:   Legal Proceedings

   The  Industrial  and Allied  Employees  Union Local No. 73 Pension  Plan (the
   "Plan")  issued  a  claim  for  payment  of  withdrawal   liability  totaling
   approximately  $870,000 under Section 4219 of ERISA against Hupp, CPT and all
   "controlled group members",  as a result of Hupp's cessation of contributions
   to the Plan following the  discontinuance of Hupp's business in October 1994.
   On July 10, 1996,  the  arbitrator  sustained  the Plan's claim of withdrawal
   liability  against  CPT.  Pursuant to ERISA,  CPT  subsequently  appealed the
   arbitration  decision to the U.S. District Court for the Northern District of
   Ohio.  As  of  September  30,  1998,   CPT  has  made  payments   aggregating
   approximately $741,000 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.  As the  decision  is  currently  on appeal,  CPT has not
   recorded any gain contingency.

   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 September
   30, 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 September 30, 1998.  J&L is currently in the process of  arbitration  with
   the furnace  builder  regarding  the final  payment as the  Company  believes
   performance  testing  results  did  not  meet  contract   specifications.   A
   determination  of the likely  outcome of the  arbitration  is unknown at this
   time.

   The Company is involved in various legal actions arising in the normal course
   of business. While it is not possible to determine with certainty the outcome
   of these matters,  in the opinion of management,  the eventual  resolution of
   the claims and actions outstanding will not have a material adverse effect on
   the Company's  financial position or operating results.  The Company is not a
   party to any additional litigation, commitments or contingent matters.

ITEM 2:  Changes in Securities

      None

ITEM 3:  Defaults Upon Senior Securities

The   Senior Term Loan,  Revolving Loan Facility and the 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 September 30, 1998,  J&L was not in
      compliance  with its  maintenance  of  operating  cash flow to total  debt
      service  ratio  at a  level  stipulated  by the  senior  lender.  J&L  has
      requested  and  received  waivers  from the  senior  lender  for this loan
      covenant violation.

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

      None

ITEM 5.  Other Information

      None


<PAGE>



ITEM 6:  Exhibits and Reports on Form 8-K

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

      (b)    Reports on Form 8-K:  None


                                  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:  November 16, 1998
                                                By:   William L. Remley
                                                -----------------------
                                                      William L. Remley


<PAGE>