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, 1996 

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

                          Commission File Number 0-7462

                               CPT HOLDINGS, INC.

             (Exact name of registrant as specified in its charter)


 Minnesota 41-0972129                       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 ___

     Indicate by check mark whether the  registrant  has filed all documents and
reports  required  to be filed by  Sections  12, 13, or 15(d) of the  Securities
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by a court. Yes X No ___


     As of October 31,  1996,  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) 


<TABLE>

<S>                                                         <C>                 <C>
                                                                 Three Months Ended 
                                                                     September 30, 
                                                              1996                1995  

Net sales                                                   $    24,934         $   26,944 

Cost of sales                                                    21,795             23,611 

     Gross profit                                                 3,139              3,333 

Selling, general and administrative                               1,460              1,427 

     Operating income                                             1,679              1,906 

Other (income) expense: 
     Interest expense                                             1,772              1,799 
     Minority interest                                               48                 82 
     Other, net                                                     (34)                22 

Income (loss) from continuing operations 
     before income taxes                                           (107)                 3 

Income taxes                                                        --                  -- 

Net income (loss)                                           $      (107)        $        3 



Primary and fully-diluted earnings                          $       (.07)       $       -- 
     (loss) per share 

Weighted average common and common 
     equivalent shares outstanding (000's)                        1,510              1,510 

See Notes to Unaudited Consolidated Financial Statements 
</TABLE> 


<PAGE>

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

<TABLE>

<S>                                                        <C>                  <C>
                                                            September 30,         June 30, 
                                                               1996                1996 
ASSETS 

Current assets: 
     Cash and cash equivalents                              $        90         $      174 
     Receivables - net of allowances                              9,307              8,506 
     Inventories                                                  9,058             10,813 
     Other current assets                                           122                130 

     Total current assets                                        18,577             19,623 

Property, plant and equipment - net                              46,195             44,500 
Deferred financing costs, net                                     2,275              2,374 
Goodwill                                                          1,436              1,460 
Other assets                                                        594                627 

     Total assets                                           $    69,077         $   68,584 

LIABILITIES & SHAREHOLDERS' DEFICIT 

Current liabilities: 
     Accounts payable                                       $    10,669         $    8,881 
     Accrued expenses                                             4,324              4,052 
     Current portion of long-term debt                            2,845              2,776 
      
     Total current liabilities                                   17,838             15,709 

Long-term debt                                                   57,336             58,888 
Other long-term obligations                                         375                400 

Minority interest                                                 2,619              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 
     Capital in excess of par value                               5,737              5,737 
     Accumulated deficit                                        (14,904)           (14,797) 

     Total shareholders' deficit                                 (9,091)            (8,984) 

     Total liabilities and shareholders' deficit            $    69,077         $   68,584 

See Notes to Unaudited Consolidated Financial Statements 
</TABLE> 

<PAGE>


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

<S>                                                         <C>                 <C>
                                                                  Three Months Ended 
                                                                     September 30 
                                                                   1996               1995 
Cash flows from operating activities: 
     Net income (loss)                                      $      (107)        $        3 
     Adjustments to reconcile net income (loss) 
         to net cash provided (used) by operations: 
         Minority interest in earnings of subsidiaries               48                 82 
         Depreciation and amortization                              913                797 
         Capitalized interest                                      (130)                -- 
     Changes in working capital: 
         Decrease (increase) in receivables                        (801)               189 
         Decrease (increase) in inventories                       1,755             (1,641) 
         Decrease in other current assets                             8                118 
         Increase in accounts payable, 
              accrued expenses and other                          2,034                463 
     Cash provided by operating activities                        3,720                 11 
Cash flows from investing activities: 
     Capital expenditures                                        (2,330)            (1,383) 
     Increase in other assets                                        33                (33) 
     Cash used by investing activities                           (2,297)            (1,416) 
Cash flows from financing activities: 
     Repayment on long-term obligations                            (668)              (361) 
     Net borrowings (repayments) under 
         revolving credit facility                               (1,373)             1,250 
     Borrowings under Senior loan capital 
         expenditures line of credit                                500                 -- 
     Borrowings under unsecured line of credit 
         with affiliate                                              34                 -- 

     Cash provided (used) by financing activities                (1,507)               889 
Net decrease in cash and cash equivalents                           (84)              (516) 
Cash and cash equivalents: 
     Beginning of period                                            174                972 
     End of period                                          $        90         $      456 

Supplemental data - cash paid during the period for: 
     Interest, net of capitalized amounts                   $      1462         $    1,475 
     Income taxes                                           $        --         $        7 

See Notes to Unaudited Consolidated Financial Statements 
</TABLE> 

<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. (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,   truck  trailer
manufacturing,  highway  construction  and ship  building  industries.  Brighton
designs, manufacturers 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 year ended June 30, 1996.


2.   Inventories 

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

<S>                                                        <C>                  <C>
                                                           September 30,         June 30, 
                                                               1996                1996 

     Raw materials                                          $     3,015         $    1,971 
     Finished goods                                               6,043              8,842 

         Total                                              $     9,058         $   10,813 

</TABLE> 

<PAGE>

3.   Long-Term Debt 

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

<S>                                                        <C>                  <C>
                                                           September 30,         June 30, 
                                                               1996                1996 

     Senior term loan                                       $    21,716         $   21,884 
     Subordinated term notes                                     23,000             23,000 
     Revolving loan facility                                      8,507              9,880 
     Fixed rate 13% debenture                                     6,730              6,730 
     Unsecured revolving credit facility                          1,000                966 
     Deferred purchase money note                                   475                475 
                                                                 61,428             62,935 

     Less current portion of long-term debt                       2,845              2,776 
     Less discounts on long-term debt                             1,247              1,271 

              Total                                         $    57,336         $   58,888 

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

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


4.   Litigation. Contingencies and Commitments 

     The  Industrial and Allied  Employees  Union Local No. 73 Pension Plan (the
"Plan")   issued  a  claim  for  payment  of   withdrawal   liability   totaling
approximately $870,000 under Section 4219 of ERISA as against Hupp, CPT, and all
"controlled group" members,  as a result of Hupp's cessation of contributions to
the Plan  following the  discontinuance  of Hupp's  business in October 1994. On
July 10, 1996, 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, 1996, CPT has made payments aggregating  approximately $471,000 to
the  Plan  and as of  June  30,  1996,  has  fully  accrued  the  amount  of the
outstanding claim less payments made through the June 30, 1996 date. The Company
will continue to make monthly installment  payments to the plan of approximately
$25,000 against the remaining obligation under this claim.

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


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

     J&L  Structural,  Inc.  ("J&L") is segmented  into two  distinct  operating
divisions,  J&L Structural  Division ("J&L  Structural")  and Brighton  Electric
Steel Casting Company  ("Brighton"),  as a result of significant  differences in
both customers and products.  J&L Structural is also segmented into two separate
divisions which includes the Ambridge Division  (formerly TCI). 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 for the three month periods ended September 30, were: 
<TABLE> 

<S>                              <C>                        <C>
                                     1996                      1995 
     J&L Structural              $23,548,000                $25,538,000 
     Brighton                      1,386,000                  1,406,000 
     Total                       $24,934,000                $26,944,000 
</TABLE> 

     Net sales for J&L  Structural  decreased from the prior period due to lower
volume and lower  average sales  prices.  Total tonnage  shipped for the quarter
decreased 5.5% from the same period in the previous year.  Manufactured  housing
related  shipments  of Junior  Beams  (Registered  Trademark),  which  represent
approximately 70% of J&L Structural's  business,  continue to increase as growth
in this industry is projected to continue due to increasing  product  acceptance
as a  result  of  quality  and  design  improvements.  Junior  Beam  (Registered
Trademark)  shipments have increased  11.7% over the same period in the previous
year. These increases were more than offset by lower volume in the truck/trailer
manufacturing,  highway  construction  and steel service center  segments of the
business.  Truck/trailer  manufacturing  business shipments of crossmembers were
34.2% lower when compared to the same period last year. The significant  decline
in  sales  to this  industry  reflects  a  general  reduction  in  truck/trailer
manufacturing  volume in  response to sluggish  demand.  The current  backlog of
orders for  crossmembers  does not indicate a significant  near term turnaround.
Highway construction business was sluggish as a result of prolonged state budget
negotiations during 1996,  particularly in the state of New York, which resulted
in the  elimination  of certain  highway  projects  until  calendar  1997.  This
situation  resulted in a volume reduction in wide flange beams of 20.6% compared
to  the  same  period  last  year.   Steel  service  center  business  was  down
approximately 31.5% as a result of reduced volume to the construction  industry.
The highway  construction and steel service center business combined  represents
approximately 15% of J&L Structural's overall business volume.

     The overall reduction in average sales pricing of 2.5% compared to the same
period last year  resulted  mainly from the lower mix of  crossmembers  to total
tonnage shipped this year.  Crossmembers  carry the highest price per ton due to
the value-added processing which is performed prior to shipment.

     Brighton's  sales as measured in dollars was quite stable in  comparison to
the same period in the previous year. However,  overall mix shifted to increased
production  of the higher  profit  hastalloy  versus lower margin  carbide steel
product.  This shift was due mostly to timing of orders rather than market share
movement.


Gross Margins for the three months ended September 30, were: 
<TABLE> 

<S>                                    <C>                        <C>
                                       1996                       1995 
     J&L Structural                    11.9%                      12.0% 
     Brighton                          24.1%                      19.5% 
     Total                             12.6%                      12.4% 
</TABLE> 

     Gross margins for J&L Structural  approximated  those of the same period in
the previous year. These results were  disappointing  due to lower overall sales
volumes and production inefficiencies due to start-up costs related to the newly
installed reheat furnace.  The furnace builder has committed to complete certain
identified  equipment  improvements  during a plant shutdown  scheduled for late
November.   Productivity   measures   have   been   steadily   improving   since
mid-September, and management believes that by the new calendar year, subsequent
to installation  and testing of the equipment  improvements,  the Company should
begin to realize the benefits of this significant capital investment.

     The  negative  impact  on  J&L  Structural's  gross  margins  was  somewhat
mitigated  by a  reduction  in  billet  costs of 4% over the same  period in the
previous year.

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


     Selling, general and administrative expenses were slightly greater than for
the  comparable  period in the prior  year due  mainly to  additional  technical
support  services  required for  modification  of J&L's  management  information
systems offset by lower corporate expenses at CPT.


Liquidity and Capital Resources 

     Cash flows from  operations  for the three months ended  September 30, 1996
and 1995 totaled $3,720,000 and $11,000,  respectively.  The improvement in cash
flow over the prior year was due mainly to a reduction  in  inventories  coupled
with an increase in accounts payable due to increased aging of trade payables by
approximately  five  days  in the  current  quarter  and  the  recording  of the
remaining holdback on the new reheat furnace totaling approximately  $1,400,000.
Significant  productivity  inefficiencies  relating  to the  start-up of the new
reheat  furnace were realized  during the first quarter of fiscal 1997, and have
had a negative  impact on working  capital.  Productivity  and  resulting  gross
margins  are  expected  to improve  over the coming two  quarters as a result of
final  retrofit of the reheat  furnace and flattening of the learning curve with
regard to its  operation.  This should improve J&L' s working  capital  position
significantly as yield and tons per hour performance improvements are realized.

     The Company's investing activities included capital  expenditures  totaling
approximately $1,800,000 representing final expenditures associated with the new
reheat  furnace   installation  of  which   approximately   $1,400,000   remains
outstanding as a holdback, as highlighted earlier.

     Financing  activities  for  the  first  quarter  of  fiscal  1997  included
scheduled Senior Lender repayments  totaling $668,000,  net repayments under the
Senior Lender revolving credit facility totaling $1,373,000 and borrowings under
the Senior  Loan  capital  expenditures  line of credit  totaling  $500,000.  An
additional  and final  borrowing  of  $500,000  under the  Senior  Loan  capital
expenditures  line of credit was made during  October  1996.  J&L  completed the
installation  of a new  reheat  furnace  in  late  July  1996.  However,  due to
outstanding  obligations of the furnace builder to complete  certain  identified
equipment  improvements,  J&L has not released final payments under the contract
totaling  approximately  $1,400,000.  The furnace builder has agreed to complete
these improvements in order to satisfy contractual specifications. Subsequent to
the installation and satisfactory  testing of these improvements,  completion of
the contract will be accomplished,  including the payment of all or a portion of
retained amounts.  Additional  borrowings for capital  expenditure funding to be
provided by state and county sources totaling approximately $1,350,000 have been
approved.  During early November 1996,  $500,000 of this additional  funding has
been  completed,  and the balance of the funding is expected to close  within 90
days upon finalization of certain lending agreements.

     Total  outstanding  debt as of September  30, 1996 and June 30,  1996,  was
$61,428,000 and $62,935,000,  respectively.  Interest expense totaled $1,772,000
for the three months ended September 30, 1996, representing an average borrowing
rate approximating 11.2% over the period.
                                                                        
     Cash and cash equivalents  decreased from $174,000 to $90,000 at the end of
the first fiscal  quarter  compared  with June 30, 1996.  Although the Company's
total equity represents a deficit of approximately $9,091,000,  this position is
due largely to the poor performance of previously  discontinued operations and a
basis adjustment for the leveraged acquisition of J&L Structural,  during fiscal
1995 totaling  ($9,705,000).  Management expects that cash flows from operations
will continue to satisfy the Company's  requirements to fund operating expenses,
debt service and capital expenditures in the future.


<PAGE>



                           PART II - OTHER INFORMATION


ITEM 1:   Legal Proceedings 

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

     The  Industrial and Allied  Employees  Union Local No. 73 Pension Plan (the
"Plan")   issued  a  claim  for  payment  of   withdrawal   liability   totaling
approximately $870,000 under Section 4219 of ERISA as against Hupp, CPT, and all
"controlled group" members,  as a result of Hupp's cessation of contributions to
the Plan  following the  discontinuance  of Hupp's  business in October 1994. On
July 10, 1996, 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, 1996, CPT has made payments aggregating  approximately $471,000 to
the  Plan  and as of  June  30,  1996,  has  fully  accrued  the  amount  of the
outstanding claim less payments made through the June 30, 1996 date. The Company
will continue to make monthly installment  payments to the plan of approximately
$25,000 against the remaining obligation under this claim.



ITEM 2:   Changes in Securities 

         None 


ITEM 3:  Defaults Upon Senior Securities 

         None 


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

         None 


ITEM 5:  Other Information 

         None 


ITEM 6:  Exhibits and Reports on Form 8-K 

         (a)      Exhibits: 
                  Exhibit 27:  Financial Data Schedule for First 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: November 14, 1996                  By:      /s/William L. Remley       
                                                      William L. Remley 
                                                      President & Treasurer 


<PAGE>