------------------------------------------------------------------------------

                       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, 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                       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,  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)
                        ($000's Except Per Share Amounts)


                                                          Three Months Ended
                                                             September 30,
                                                        1997           1996
                                                        ----           ----
Net sales                                          $   28,147       $ 24,934
Cost of sales                                          23,868         21,795
                                                       ------         ------
    Gross profit                                        4,279          3,139
Selling, general and administrative                     1,598          1,460
                                                        -----          -----
    Operating income                                    2,681          1,679
Other (income) expense:
    Interest expense                                    1,920          1,772
    Minority interest                                     196             48
    Other, net                                            104            (34)
                                                          ---            --- 
Income (loss) from continuing operations
    before income taxes                                   461           (107)
Income taxes                                                -              -
                                                        -----          -----
Net income (loss)                                  $      461       $   (107)
                                                   ==========       ======== 

Primary and fully-diluted earnings
    (loss) per share                               $     0.22       $  (0.07)
                                                   ==========       ========
Weighted average common and common
    equivalent shares outstanding (000's)               3,208          1,510
                                                   ==========       ========
See Notes to Unaudited Consolidated Financial Statements





                                       2
<PAGE>






                       CPT HOLDINGS, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)
                                   ($000's)
                                                   September 30,     June 30,
                                                           1997         1997
ASSETS
Current Assets:
     Cash and cash equivalents                        $     420    $       61
     Receivables - net of allowances                      9,665         9,471
     Inventories                                         12,041         9,876
     Other current assets                                   476           348
                                                            ---           ---

     Total current assets                                22,602        19,756

Property, plant and equipment - net                      43,086        43,749
Deferred financing costs, net                             1,845         1,952
Goodwill                                                  1,342         1,365
Other assets                                                349           348
                                                            ---           ---

     Total assets                                     $  69,224    $   67,170
                                                      =========    ==========

LIABILITIES & SHAREHOLDERS' DEFICIT

Current Liabilities:
     Accounts payable                                 $  11,453    $    9,562
     Accrued expenses                                     5,646         5,581
     Due to affiliates                                      221           165
     Current portion of long-term debt                    3,641         3,378
                                                          -----         -----

     Total current liabilities                           20,961        18,686

Long-term debt                                           56,077        56,955
Deferred taxes                                              540           540
Other long-term obligations                                 300           300

Minority interest                                         2,523         2,327

Shareholders' deficit:
     Common stock authorized 30,000,000 shares
        of $.05 per value each, 1,510,084 shares
        issued and outstanding                               76            76
     Additional paid in capital                           5,737         5,737
     Accumulated deficit                               (16,990)       (17,451)
                                                       -------        ------- 

     Total shareholders' deficit                       (11,177)       (11,638)
                                                       -------        ------- 

     Total liabilities and shareholders' deficit        $69,224       $67,170
                                                        =======       =======

See Notes to Unaudited Consolidated Financial Statements




                                       3
<PAGE>




                       CPT HOLDINGS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                   ($000's)
                                                         Three Months Ended
                                                            September 30,

                                                          1997            1996
                                                          ----            ----
Cash flows from operating activities:                                     
   Net income (loss)                                      $   461    $    (107)
   Adjustments to reconcile net income (loss) to net
      cash provided  by operations:
      Minority interest in earnings of subsidiaries           196           48
      Depreciation and amortization                         1,096          913
      Capitalized interest                                      -
                                                                          (130)
Changes in working capital:
      Decrease (increase) in receivables                     (195)        (801)
      Decrease (increase) in inventories                   (2,165)       1,755
      Decrease (increase) in other current assets            (128)           8
      Increase in accounts payable
        and accrued expenses                                2,012        2,034
                                                            -----        -----
      Cash provided by operating activities                 1,277        3,720
                                                            -----        -----

Cash flows from investing activities:
      Capital expenditures                                   (269)      (2,330)
      Decrease (increase) in other assets                      (1)          33
                                                             -----       -----
      Cash used by investing activities                      (270)      (2,297)
                                                             -----       ----- 

Cash flows from financing activities:
      Repayment on long-term obligations                     (785)        (668)
      Net borrowings (repayments) under
        revolving credit facility                              137      (1,373)
      Borrowings under Senior loan capital
        expenditures line of credit                             -          500
      Borrowings under unsecured line of credit
        with affiliate                                          -           34
                                                            -----        ----- 
     Cash used by financing activities                       (648)      (1,507)
                                                            -----        -----
Net increase (decrease) in cash and cash equivalents          359          (84)

Cash and cash equivalents:
     Beginning of period                                       61          174
                                                            -----        -----
     End of period                                       $    420    $      90
                                                         ========    =========

Supplemental data - cash paid during the period for:
      Interest, net of capitalized amounts               $  1,551    $   1,462
                                                         ========    =========
      Income taxes                                        $     -            -
                                                         ========    ========= 
                                                     


See Notes to Unaudited Consolidated Financial Statements



                                       4
<PAGE>




                               CPT HOLDINGS, INC.
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


1. BASIS OF PRESENTATION

   The  accompanying   financial   statements  include  the  accounts  of  CPT
   Holdings,  Inc.  and its direct and  indirect  majority-owned  subsidiaries
   (the "Company" or "CPT"), J&L Structural,  Inc. ("J&L"), J&L Holdings Corp.
   ("JLH"),  Continuous  Caster  Corporation  ("CCC") and H. Industries,  Inc.
   ("Hupp.") All material  intercompany  transactions  have been eliminated in
   consolidation.

   The Company's  operations  include two distinct  business segments within its
   single indirect operating subsidiary,  J&L: J&L Structural and Brighton.  J&L
   Structural  manufactures and fabricates  lightweight  structural steel shapes
   which  are  distributed  principally  to the  manufactured  housing,  tractor
   trailer  construction,  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 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  (including normal recurring accruals)  considered  necessary
   for a fair presentation have been included. The results of operations for any
   interim  period are not  necessarily  indicative of the results for the year.
   These  unaudited   consolidated   financial  statements  should  be  read  in
   conjunction  with the  consolidated  financial  statements  and related notes
   included in the Company's  Annual Report on Form 10-K for the year ended June
   30, 1997.


2. INVENTORIES

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

                                       September 30,  June 30,
                                           1997         1997
                                           ----         ----

   Raw materials                         $ 3,388      $  1,954
   Finished goods                          8,653         7,922
                                           -----         -----

   Total                                 $12,041      $  9,876
                                         =======      ========






                                       5
<PAGE>




3. LONG-TERM DEBT

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

                                                   September 30,      June 30,
                                                         1997          1997
                                                         ----          ----

   Senior term loan                                 $    19,369    $  20,108
   Subordinated term notes                               23,000       23,000
   Revolving loan facility                                9,387        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                                              876          923
                                                         60,837       61,487
                                                         ------       ------

   Less current portion of long-term debt                 3,641        3,378
   Less discounts on long-term debt                       1,119        1,154
                                                          -----        -----

      Total                                         $    56,077    $  56,955
                                                    ===========    =========





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,  1997,   CPT  has  made  payments   aggregating
   approximately $766,000 to the Plan and as of June 30, 1996, 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  judgment,  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 September 30, 1997,  $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.




                                       6
<PAGE>




In 1995,  J&L  signed a  contract  for  turn-key  development,  fabrication  and
installation of a new reheat furnace.  Furnace start-up 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, 1997, 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,
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:  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. 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 foregoing
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 to customers.

RESULTS OF OPERATIONS

NET SALES:

Net sales for the three-month periods ended September 30, were:

                                       1997                         1996
                                       ----                         ----
            J&L Structural        $26,907,000                   $23,548,000
            Brighton                1,239,000                     1,386,000
                                    ---------                     ---------
               Total              $28,146,000                   $24,934,000
                                  ===========                   ===========

Net sales for J&L  Structural  during 1997  increased in comparison to the prior
year amounts  primarily due to continued  strength in the  manufactured  housing
industry which represents  approximately  65% of J&L Structural's  business.  In
addition,  renewed strength in the general  construction  industry  representing
approximately  15% of J&L Structural's  business has more than offset the impact
from the continued weakness in truck trailer manufacturing customer shipments of
crossmembers.  Overall  shipped  tonnage  increased  by 16% over the  comparable
period in the prior year.



                                       7
<PAGE>



Brighton's sales reduction  reflects  extended (two week rather than one) summer
shut-downs for several  customers during 1997, in addition to an employee strike
involving another customer which has been recently resolved.

GROSS MARGINS:

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

                                    1997                      1996
                                    ----                      ----
             J&L Structural         15.7%                     11.9%
             Brighton               25.4%                     24.1%
                                    -----                     ----- 
              Total                 15.2%                     12.6%
                                    =====                     ===== 

Gross  margins  for  J&L  Structural  improved   significantly  during  1997  in
comparison  to  the  prior  year  due  mainly  to  realization  of  productivity
improvements  resulting from more efficient operation of the new reheat furnace.
During the comparable period in 1996,  production  inefficiencies due to certain
equipment improvements to the new reheat furnace which were completed during the
second fiscal  quarter,  as well as start-up costs relating to the changeover to
this significant  piece of equipment,  hindered  operating  performance.  Billet
costs,  which comprise more than 65% of J&L  Structural's  direct  manufacturing
costs remained relatively stable during the comparable periods presented.

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

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES:

Selling,  general and administrative expenses increased 9.5% over the comparable
period 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,  the incurrence of additional  professional fees for
information  systems  development  efforts,  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 September 30,1997 and 1996
totaled  $1,277,000  and  $3,720,000,  respectively.  The decrease in cash flows
compared to the prior year was attributed  primarily to higher  inventory levels
in 1997 reflecting  higher levels of productivity  compared to 1996 and stronger
demand from many of J&L Structural's core markets.

The Company's investing activities for the three months ended September 30, 1997
reflect a normal level of maintenance capital spending.  Capital spending during
the comparable period in 1996 included  approximately $1.8 million  representing
final expenditures associated with the new reheat furnace installation.




                                       8
<PAGE>



Financing  activities  for the  first  quarter  of  fiscal  year  1998  included
scheduled  repayments  of  $785,000  on the  senior  term loan and state  loans.
Additionally,  net  borrowings of $137,000 took place under the senior  lender's
revolving  credit  facility.  Outstanding  debt as of September 30, 1997 totaled
$60,837,000  with related  interest  expense of $1,920,000  for the three months
ended September 30, 1997  representing an average  borrowing rate  approximating
12.5% over the period.

Cash and cash  equivalents  increased from $61,000 to $420,000 at the end of the
first fiscal quarter  compared with June 30, 1997.  Although the Company's total
equity represents a deficit of approximately  $11,177,000,  this position is due
largely to the poor  performance  of previously  discontinued  operations  and a
basis  adjustment  for the  leveraged  Acquisition  during  fiscal 1995 totaling
($9,705,000).  The Company's  scheduled  requirements  for cash from  operations
during the  remainder of the fiscal year  include  approximately  $2,593,000  of
principal  repayments  under the senior  term loan and  various  state loans and
approximately  $2,000,000 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 by fiscal year end.
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.






                                       9
<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, 1997,
CPT has made payments aggregating  approximately  $766,000 to the Plan and as of
June 30,  1996,  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  judgment,  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.

In 1995,  J&L  signed a  contract  for  turn-key  development,  fabrication  and
installation of a new reheat furnace. Furnace start-up 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, 1997, 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,
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



                                       10
<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




                                       11
<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: November 14, 1997                        By: /s/William L. Remley
                                                ___________________________ 
                                                William L. Remley,
                                                President & Treasurer

Dated: November 14, 1997                        By: /s/Richard L. Kramer
                                                ___________________________ 
                                                Richard L. Kramer,
                                                Chairman of the Board,
                                                Secretary and Director

Dated: November 14, 1997                        By: /s/Richard C. Hoffman
                                                ___________________________
                                                Richard C. Hoffman, Director







                                       12