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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: December 31, 1995

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

                          Commission File Number 0-7462

                               CPT HOLDINGS, INC.

             (Exact name of registrant as specified in its charter)


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


         1430 Broadway, 13th Floor
         New York, New York                              10018
   (Address of principal executive office)            (Zip code)

   Registrant 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 December 1, 1995,  1,510,084 shares of
Common Stock were issued and outstanding.
--------------------------------------------------------------------------------
<PAGE>


<PAGE>


                          PART 1. FINANCIAL INFORMATION


ITEM 1:  Financial Statements

                       CPT HOLDINGS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
                             (dollars in thousands)

<TABLE>

                                                                  Three Months Ended              Six Months Ended
                                                                      December  31,                  December 31,
                                                                  1995            1994           1995               1994


<S>                                                           <C>             <C>              <C>              <C>
Net sales                                                     $    24,816     $    1,357       $   51,760       $    2,884
Cost of sales                                                      21,731          1,019           45,342            2,197
Gross profit                                                        3,085            338            6,418              687
Selling, general and administrative                                 1,843            316            3,270              602
     Operating income                                               1,242             22            3,148               85
Other expense (income):
     Interest expense                                               1,815             77            3,614               77
     Minority interest                                               (186)            60             (104)              73
     Other expense (income), net                                      755             (1)             778               (3)
Loss from continuing operations
     before income taxes                                           (1,142)          (114)          (1,140)             (62)

Income taxes                                                           -              21               -                61
Loss from continuing operations                                    (1,142)          (135)          (1,140)            (123)
Income  from discontinued operations                                   -           1,577               -             1,577
Net income (loss)                                             $    (1,142)    $    1,442       $   (1,140)      $    1,454
Primary and fully-diluted earnings (loss) per share:
     From continuing operations                               $     (.35)          $ (.09)      $    (.34)        $   (.08)
     From discontinued operations                                      -             1.04              -              1.04
Total earnings (loss) per share                               $     (.35)          $  .95       $    (.34)        $    .96
Weighted average common and common
     equivalent shares outstanding (000's)                          3,208           1,510           3,208            1,510

See Notes to Unaudited Consolidated Financial Statements
</TABLE>
<PAGE>


<PAGE>


                       CPT HOLDINGS, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                             (dollars in thousands)

<TABLE>

                                                              December 31,               June 30,
                                                                 1995                       1995
                                                              (Unaudited)
ASSETS

<S>                                                           <C>                       <C>
Cash and cash equivalents                                     $       188               $      972
Receivables, net of allowances                                      9,230                   10,770
Inventories                                                        12,442                    8,009
Other current assets                                                   24                      200

Total current assets                                               21,884                   19,951

Property, plant and equipment, net                                 38,839                   36,860
Deferred financing costs, net                                       2,053                    2,218
Goodwill                                                            1,507                    1,554
Other assets                                                          653                      620

Total assets                                                  $    64,936               $   61,203


LIABILITIES & SHAREHOLDERS' DEFICIT

Current Liabilities:
     Accounts payable                                         $     8,381               $   10,368
     Accrued expenses                                               3,666                    3,557
     Current portion of long-term debt                              2,554                    2,116

     Total current liabilities                                     14,601                   16,041

Long-term obligations                                              58,756                   52,339

Minority interest                                                   2,390                    2,494

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                                      5,361                    5,361
Accumulated deficit                                               (16,248)                 (15,108)

Total shareholders' deficit                                       (10,811)                  (9,671)

Total liabilities and shareholders' deficit                   $    64,936               $   61,203



See Notes to Unaudited Consolidated Financial Statements

</TABLE>
<PAGE>


<PAGE>


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

<TABLE>

                                                                     hree Months Ended            Six Months Ended
                                                                         December 31,                    December 31,
                                                                     1995            1994             1995           1994
Cash flows from operating activities: Net income (loss):
<S>                                                           <C>            <C>               <C>            <C>
     From continuing operations                               $    (1,142)   $      (135)      $    (1,140)   $      (123)

     From discontinued operations                                                  1,577                            1,577
Adjustments to reconcile net loss to net cash
     provided (used) by operations:
     Minority interest in earnings of subsidiaries                   (186)            61              (104)            73
     Depreciation and amortization                                    784             60             1,580            164
     Gain from sale of Hupp assets                                     -          (1,577)                -         (1,577)
Changes in working capital:
     Decrease in receivables                                        1,351            882             1,540          1,410
     Decrease (increase) in inventories                            (2,792)           (97)           (4,433)           198
     Decrease (increase) in other current assets                       77           (175)              194           (143)
     Decrease  in accounts payable
         and accrued expenses                                      (2,361)          (147)           (1,896)          (428)
     Decrease in other current liabilities                             -            (164)               -            (552)

Cash provided (used) by operating activities                       (4,269)           285            (4,259)           599

Cash flows from investing activities:
     Capital expenditures                                          (1,931)            -             (3,313)           (12)
     Proceeds from sale of Hupp assets                                 -           1,934                -           1,934
     Increase in other assets                                          -             (50)              (33)           (50)
     Cash provided (used) by investing activities                  (1,931)         1,884            (3,346)         1,872

Cash flows from financing activities:
     Repayment on long-term obligations                              (555)        (2,290)             (916)        (2,678)
     Net borrowings under revolving credit facility                 6,487             -              7,737             -
     Cash provided (used) by financing activities                   5,932         (2,290)            6,821         (2,678)

Net decrease in cash and cash equivalents                            (268)          (121)             (784)          (207)
Cash and cash equivalents:
     Beginning of period                                              456            208               972            294
     End of period                                            $       188    $        87       $       188    $        87

Supplemental data - cash paid during the period for:
Interest                                                      $     1,508    $        77       $     2,983    $        77
Income taxes                                                  $       160    $        21       $       167    $        69


See Notes to Unaudited Consolidated Financial Statements
</TABLE>
<PAGE>


<PAGE>


                       CPT HOLDINGS, INC. AND SUBSIDIARIES
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS



1.   Basis of Presentation

The accompanying financial statements include the accounts of CPT Holdings, Inc.
and its  direct and  indirect  majority-owned  subsidiaries  (the  "Company"  or
"CPT"), J&L Structural,  Inc. ("J&L"),  J&L Holdings Corp.  ("JLH"),  Continuous
Caster  Corporation  ("CCC") and 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
manufacturers  and  fabricates  lightweight  structural  steel  shapes which are
distributed   principally  to  the   manufactured   housing,   tractor   trailer
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  10Q 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  have been included.  The results of operations for any
interim period are not necessarily indicative of the results for the year. These
unaudited  consolidated  financial statements should be read in conjunction with
the  consolidated  financial  statements  and  related  notes  included  in  the
Company's Annual Report on Form 10-K for the fiscal year ended June 30, 1995.


Discontinued  Operations
--------------------------

On October 27, 1994,  Hupp,  its Senior Lender and the
Company entered into a secured party asset sale agreement under which the Senior
Lender sold to a third party, for approximately  $1,780,000,  their interests in
substantially  all of Hupp's  assets.  Results  of  operations  for Hupp for the
fiscal  quarter  and six  months  ended  December  31,  1994,  are  included  in
discontinued operations.


Acquisition
------------

On April 6, 1995, J&L Acquisition Corp., a Delaware corporation ("JLA"), a newly
incorporated,  indirect,  majority-owned  subsidiary  of the  Company,  acquired
substantially  all of the assets of J&L  Structural,  Inc.  ("JLS")  and Trailer
Components,   Inc.  ("TCI"),   Pennsylvania  corporations  based  in  Aliquippa,
Pennsylvania,  for $50,000,000  plus the assumption of certain  liabilities (the
"Acquisition").  Simultaneously  with the  closing,  JLA changed its name to J&L
Structural,  Inc.  ("J&L").  The  Acquisition  was  accounted  for as a purchase
effective April 6, 1995, and accordingly,  at such date the Company recorded the
assets and liabilities assumed at their estimated fair values,  adjusted for the
impact of the continuing residual interest of predecessor owners. As part of the
Acquisition, the assets of Brighton Electric Steel Casting Company ("BESCC"), an
existing  subsidiary  of  the  Company  and  the  direct  parent  of  J&L,  were
contributed  to J&L and as of the date of  acquisition  operates  as a  distinct
division  ("Brighton")  of J&L.  BESCC  simultaneously  changed  its name to J&L
Holdings Corp. ("JLH").
<PAGE>




2.   Inventories

     Inventories consisted of the following (in $000's):
                                                  December 31,       June 30,
                                                     1995              1995

         Raw materials                           $   3,893        $   2,427
         Finished goods                              8,549            5,582

                           Total                 $  12,442        $   8,009


3.   Long-Term Obligations

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

                                                     December 31,       June 30,
                                                        1995              1995

     Senior term loan                               $  21,084        $  22,000
     Subordinated term notes                           23,000           23,000
     Revolving loan facility                           10,965            3,229
     Fixed rate 13% debenture                           6,730            6,730
     Deferred purchase money note                         475              475
                                                       62,254           55,434

     Less:  current portion of long-term debt           2,553            2,116
     Less:  discounts on long-term obligations            945              979

              Total                                 $  58,756        $  52,339


The Company's Senior Term Loan,  Revolving Loan Facility and  Subordinated  Term
Notes include certain  provisions  which,  among other things,  provide that J&L
will  maintain  certain  financial  ratios,  limit the amount of annual  capital
expenditures,  maintain  a minimum  tangible  net worth and limit the  amount of
shareholder  distributions.  As of December 31, 1995,  J&L was not in compliance
with its  operating  cash flow to total debt  service  ratio  covenant  with its
Senior  Lender,  and  additionally,  J&L was not in compliance  with the capital
expenditures limitation covenant agreed to with both its Senior and Subordinated
Lenders.  The  Company's  Lenders  have waived  their rights with respect to the
above covenant  violations as of December 31, 1995, in response to the Company's
request to do so.

On  February  1, 1996,  Trinity  Investment  Corp.  ("Trinity")  and the Company
executed an  unsecured  line of credit  agreement  totaling  $1 million  bearing
interest at 13% and payable with interest only semi-annually  beginning April 1,
1996 until due in December,  2002.  This line of credit was drawn on immediately
in the amount of  $456,406  to  satisfy  interest  due in  arrears  to date.  In
conjunction  with the  execution  of the line of credit,  300,000  warrants  for
Company  stock  have been  issued to  Trinity  for a period of ten years with an
exercise price of $4.00 per warrant.
 <PAGE>


 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, the Company
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. The Company believes that it has meritorious defenses against this
claim,  and in order to preserve the right to challenge  the claimed  liability,
the  Company  has  been  making  monthly  installment  payments  to the  Plan of
approximately  $25,000  since  March 1995.  The Company has  recorded an accrual
totaling  $200,000 as of June 30, 1995 in accordance  with the  requirements  of
Financial   Accounting   Standards  Board  Statement  No.  5  -  Accounting  for
Contingencies. Management believes that the effect of the ultimate resolution of
this claim will not have a material adverse impact on the financial  position or
results of the Company.

J&L has signed a contract for turnkey development,  fabrication and installation
of  a  new  reheat  furnace.   The  total  estimated  cost  of  the  project  is
approximately  $8,300,000 of which  approximately $ 2,240,000 has been disbursed
against the project as of December 31, 1995.  Project completion is estimated to
occur in June 1996.


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

Significant Events
------------------

On April 6, 1995,  JLA, an indirect  majority-owned  subsidiary  of the Company,
acquired the business  and  substantially  all of the assets of JLS and TCI (the
"Acquisition").  JLS and  TCI  were  specialty  manufacturers  of high  quality,
lightweight  structural steel shapes used primarily in the manufactured housing,
truck trailer and highway safety systems industries. As part of the Acquisition,
the assets of BESCC, a wholly-owned  subsidiary of CPT, were also contributed to
JLA,  and  thereafter,  the results of  operations  for BESCC was  reported as a
division ("Brighton") of JLA. Immediately following the Acquisition, JLA changed
its name to J&L Structural, Inc. ("J&L").

J&L is segmented into two distinct operating divisions,  J&L Structural division
("J&L Structural") and 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  finishing  services  required for
certain J&L Structural products.

As a result of continued  losses at Hupp,  the Company  attempted to renegotiate
its forbearance  agreement with its secured lender. The initial  forbearance had
expired July 15, 1994. On October 27, 1994, however, the secured lender chose to
exercise  its rights  pursuant  to a Credit and  Security  Agreement  and held a
secured  party  sale of the  assets of Hupp to an  unrelated  party.  Results of
operations  for Hupp for the fiscal  quarter and six months  ended  December 31,
1994 are included in discontinued operations.

Results of Operations
---------------------

Net Sales:  The Company recorded net sales of $24,816,000 and $1,357,000 for the
three month periods ended  December 31, 1995 and 1994,  respectively.  The three
month net sales are comprised of  $23,409,000 of net sales  attributable  to J&L
Structural and $1,407,000 attributable to Brighton. Net sales for the six months
ended December 31, 1995 and 1994 was $51,760,000  and $2,884,000,  respectively.
The six month  net  sales  are  comprised  of  $48,947,000  attributable  to J&L
Structural and $2,813,000  attributable  to Brighton.  Customer  demand from the
manufactured   housing   industry   remains   strong,   while  demand  from  the
truck/trailer manufacturing industry has softened. Tons shipped of Junior Beams,
which are used mainly by the Company's  manufactured housing customers,  totaled
68,835  tons  which is ahead of  planned  shipments  by 13.4% for the six months
ended  December 31, 1995.  The  improvement  in Junior Beam  shipments is offset
partially by crossmember  tons shipped to  truck/trailer  manufacturers  for the
same period which totaled  19,851,  or 27.6% behind planned  shipments.  Overall
sales were negatively impacted by low inventory levels primarily  experienced at
J&L's downriver  storage facility in Iuka,  Mississippi.  In addition,  an early
winter season caused certain customers, particularly the guard rail construction
industry,  to curtail  operations for the winter months.  Lower than anticipated
productivity and yield performance have also negatively impacted net sales.

The  Company's  management  feels that the reduced  productivity  and yield is a
temporary situation due to the relative  inexperience of its work force. In late
January  1995, a decision  was made,  based on sales  demand,  to begin a second
shift of operations.  This decision resulted in the hourly work force increasing
from  153  employees  at  January  1,  1995  to 244 as of  September  30,  1995,
representing  a  59%  increase  in  the  production  workforce.  Management  has
implemented  a  productivity   improvement   program  which  includes   employee
orientation and training,  establishment of continuing  direct  responsibilities
and increased supervision. Productivity and yield data for the last three months
including January 1996 indicate a positive improvement trend in these measures.

Gross margin: Gross margins expressed as a percentage of net sales for the three
months ended December 31, 1995 and 1994 were 12.4% and 24.9%, respectively.  The
three month gross margin for the period ended  December,  1995 was  comprised of
12.0% attributable to J&L Structural and 19.8%  attributable to Brighton.  Gross
margins expressed as a percentage of net sales for the six months ended December
31, 1995 and 1994 were 12.4% and 23.8%, respectively. The six month gross margin
for the period ended December,  1995 was comprised of 12.0%  attributable to J&L
Structural and 19.6%  attributable to Brighton.  Aggregate gross margins for the
six months ended  December 31, 1995 are 320 basis points below planned level due
mainly to productivity  and yield  performance,  as discussed  above,  lower net
sales of higher margin  crossmember  products and higher than anticipated billet
costs.  Billet costs are driven  mainly by the cost of scrap steel,  its primary
raw  material  component,  which has been at record  high cost levels due to the
overall strength of the steel industry during this period.  Management has acted
to improve  gross  margin by  announcing  price  increases  on certain  products
effective  January 1996. In addition,  management has  negotiated  reductions in
billet  costs from its  billet  suppliers  effective  January  1996.  Margins at
Brighton during 1995 have been negatively  impacted mainly due to lower sales of
high margin  Hastalloy  piercer points as a result of customer efforts to extend
their useful  lives,  and workers  compensation  rates which  resulted  from the
merger with J&L Structural

Selling, general and administrative: Selling, general and administrative expense
expressed as a percentage  of net sales for the three months ended  December 31,
1995  and  1994  were  7.4%  and  23.3%,  respectively.   Selling,  general  and
administrative expense expressed as a percentage of net sales for the six months
ended  December  31, 1995 and 1994 were 6.3% and 20.9%,  respectively.  Selling,
general and administrative  expenses as a percentage of sales increased from the
first quarter due mainly to increased  professional fees associated with the new
labor  contract  negotiated  with the United  States  Workers  of America  and a
reduced level of overall overhead absorption based on lower net sales.

Interest  expense:  Interest  expense for the three and six month  periods ended
December 31, 1995 was  $1,815,000 and  $3,614,000  respectively.  The relatively
flat level of interest  expense  between  operating  quarters in light of higher
borrowing levels is reflective of lower interest rates.

Other expense:  Other expense  results mainly from a $828,000 charge relating to
the signing of a new 58 month labor  contract with J&L  Structural's  bargaining
employees on December 3, 1995.  This charge was  comprised of a signing bonus of
$1,500 per employee  amounting to approximately  $295,000 in aggregate,  coupled
with a retroactive bonus charge of $533,000 for calendar 1995 computed using the
newly negotiated profit sharing formula.


Liquidity and Capital Resources
--------------------------------

Cash Flow:  Cash and cash  equivalents  decreased  $268,000  to  $188,000  since
September 30, 1995.  Cash used by operations  for the three and six months ended
December 31, 1995 totaled $4,269,000 and $4,258,000,  respectively. The negative
cash flow from  operations  resulted  from the net loss  realized  in the second
fiscal  quarter  coupled with a build-up in inventory  levels.  Due to the early
winter weather  experienced this year, the highway guard rail business  subsided
earlier than anticipated which left J&L overstocked with billets for wide flange
product totaling approximately $1,200,000.

The  Company's  investing  activities  are  comprised  mainly  of  disbursements
totaling  $2,240,000  against  the  new  reheat  furnace   installation  project
scheduled for completion in June 1996. Total capital expenditures  estimated for
this project will amount to approximately
$8,300,000.

Liquidity:   Although  the  Company's  total  equity  represents  a  deficit  of
$10,811,000,  this  position  is due  largely  to a  basis  adjustment  for  the
leveraged   Acquisition  in  April  1995  totaling   approximately   $9,705,000.
Management expects that the Company's near term capital requirements for working
capital will be provided for primarily from cash flow from  operations.  Funding
for the new reheat  furnace will be provided from state  funding loans  totaling
$1,000,000,  the Capital  Expenditures  Line of Credit from the Company's Senior
Lender totaling  $3,000,000 and working capital to include the unused  borrowing
base of the Revolving Credit Facility.

On  February  1, 1996,  Trinity  Investment  Corp.  ("Trinity")  and the Company
executed an  unsecured  line of credit  agreement  totaling  $1 million  bearing
interest at 13% and payable with interest only semi-annually  beginning April 1,
1996 until due in December,  2002.  This line of credit was drawn on immediately
in the amount of  $456,406  to  satisfy  interest  due in  arrears  to date.  In
conjunction  with the  execution  of the line of credit,  300,000  warrants  for
Company  stock  have been  issued to  Trinity  for a period of ten years with an
exercise price of $4.00 per warrant

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.


ITEM 2:   Changes in Securities

         None


ITEM 3:  Defaults Upon Senior Securities

The Company's Senior Term Loan,  Revolving Loan Facility and  Subordinated  Term
Notes include certain  provisions  which,  among other things,  provide that J&L
will  maintain  certain  financial  ratios,  limit the amount of annual  capital
expenditures,  maintain  a minimum  tangible  net worth and limit the  amount of
shareholder  distributions.  As of December 31, 1995,  J&L was not in compliance
with the capital expenditures limitation covenant agreed to with both its Senior
and Subordinated  Lenders.  The Company's  Lenders have waived their rights with
respect to the above covenant violations as of December 31, 1995, in response to
the Company's request to do so.

As of June 30,  1995,  J&L was not in  compliance  with the  minimum  net  worth
requirement of the loan  agreements due mainly to the application of predecessor
basis  accounting to the opening balance sheet of J&L on the  acquisition  date.
Application of predecessor basis accounting had the effect of reducing property,
plant and equipment and shareholder's equity;  however, it had no cash impact to
the  financial  statements.  As a result,  on October 12,  1995,  the  Company's
Lenders  amended  the  relevant  loan  agreements  to  exclude  the  effects  of
predecessor  basis accounting in computing  minimum tangible net worth effective
as of June 30, 1995.

As a part of its acquisition of Hupp Industries, Inc.
("Hupp"),  Hupp entered into a Credit and Security  Agreement  with a bank which
provided  certain working  capital as well as term financing.  During the fiscal
year ended June 30, 1994, Hupp experienced financial problems which caused it to
be in default under the Credit and Security  Agreement.  After  discussions with
its  senior  lender,  on  February  21,  1994 Hupp and the bank  entered  into a
Conditional  Forbearance  Agreement  by which the bank  agreed to  forbear  from
declaring a default and  accelerating  the maturity of the balance due under the
Credit and Security  Agreement until July 15, 1994 and to defer certain required
principal payments owed by Hupp under the Credit and Security Agreement.

Hupp's financial  condition worsened and, as a consequence,  on October 27, 1994
the bank exercised its rights under the Credit and Security Agreement to conduct
a secured party sale of Hupp's assets to an unrelated third party.

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 second Quarter 10-Q (b)
     Reports on Form 8-K:  Referenced to filing Form 8-K dated as of November 4,
     1994. Referenced to filing Form 8-K dated as of April 6, 1995.


                                   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:  February 14, 1996      By:      /s/William L. Remley
         ------------------------------------------------------------
                                                    William L. Remley,
                                                    President & Treasurer