UNITED STATES  
  
               SECURITIES AND EXCHANGE COMMISSION  
  
                     Washington, D.C. 20549  
  
                            FORM 10-Q  
  
  
Quarterly Report Pursuant to Section 13 or 15(d) of the   
Securities Exchange Act of 1934  
  
For the quarterly period ended        September 28, 1996  
  
Commission file Number     0-22144  
  
                   INBRAND CORPORATION                  
(Exact name of registrant as specified in its charter.)  
  
    Georgia                          58-1113677      
(State or other jurisdiction of    (I.R.S. Employer  
incorporation or organization)     Identification No.)  
  
1169 Canton Road, Marietta, GA                 30066       
(Address of principal executive offices      (Zip Code)  
  
Registrant's telephone number, including area code:  
(770) 422-3036  
  
     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 the number of shares outstanding of each of the 
issuer's classes of common stock, as of the latest practical 
date:  
  
     As of November 12, 1996, 7,840,097 shares of the Registrant's
Common Stock were issued and outstanding.

<PAGE>  

                               INBRAND CORPORATION

                           PART I. FINANCIAL INFORMATION

The financial statements included herein have been prepared by the Company,
without audit, pursuant to the rules and regulations of the Securities and
Exchange Commission for interim financial information.  Certain 
information and footnote disclosures normally included in financial 
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such rules and
regulations, although the Company believes that the disclosures are adequate
to make the information presented not misleading.  These financial statements
should be read in conjunction with the Company's June 29, 1996 10-K filing.
In the opinion of management of the Company, all adjustments necessary to
present fairly the financial position of INBRAND Corporation as of the
captioned dates on said financial statements have been included.  The results
of the period ended September 28, 1996 are not necessarily indicative of the
results for the full year.
 
<PAGE>
<TABLE>

                               INBRAND CORPORATION
                           CONSOLIDATED BALANCE SHEETS
                                 (In Thousands)
<CAPTION>
                                     June 29, 1996     September 28, 1996
                                                          (Unaudited)
                                  __________________   __________________
<S>                                       <C>                  <C>
ASSETS
CURRENT ASSETS
 Cash and Cash Equivalents                $  1,554             $    -
 Receivables                                27,082               33,896
 Raw Materials Inventory                     7,850                8,208
 Finished Goods Inventory                   10,353               10,520 
 Income Taxes Receivable                        67                    8
 Deferred Income Taxes                         792                  792
 Other                                         869                1,615  
                                          ________             ________
  Total Current Assets                      48,567               55,039
                                          ________             ________

Property and Equipment, net                 46,457               53,033
Intangible Assets                            9,716               11,079
Other Assets                                   880                  892
                                          ________             ________
TOTAL ASSETS                              $105,620             $120,043
</TABLE>
<TABLE>

<CAPTION>
<S>                                       <C>                  <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
 Bank Overdraft                           $    554             $  4,733  
 Current Portion of Long-Term Debt           1,515                1,178
 Current Portion of Capital Lease
   Obligations                                 638                  613
 Accounts Payable                           17,445               24,839
 Accrued Expenses                            7,152                5,326
 Accrued Restructuring Expenses              1,642                1,642
 Accrued Rebates                             1,264                1,650
 Income Taxes Payable                          -                  1,326
                                          ________             ________
  Total Current Liabilities                 30,210               41,307
                                          ________             ________
LONG-TERM LIABILITIES
 Long-Term Debt                             28,866               29,203
 Capital Lease Obligations                   2,429                2,200
 Deferred Income Taxes                       3,054                3,054
 Other                                       1,061                  839
                                          ________             ________
Total Long-Term Liabilities                 35,410               35,296
                                          ________             ________

MINORITY INTEREST                              -                    331

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
 PREFERRED STOCK-1,000 shares
  authorized; none issued
 COMMON STOCK-$.10 par value-
  49,000 shares authorized; 7,840
  shares issued                                784                  784
PAID-IN CAPITAL                             17,137               17,137
RETAINED EARNINGS                           22,254               25,391
Translation Adjustment                        (175)                (203) 
                                          ________             ________
  TOTAL STOCKHOLDERS' EQUITY                40,000               43,109
                                          ________             ________
TOTAL LIABILITIES AND STOCKHOLDERS'
    EQUITY                                $105,620             $120,043
<FN>
See Accompanying Notes to Financial Statements
</TABLE>

<PAGE> 
<TABLE>  
 
  
                             INBRAND CORPORATION  
                    CONSOLIDATED STATEMENTS OF EARNINGS  
              (Amounts in Thousands Except Per Share Amounts)  
                               (Unaudited)
  
<CAPTION>  
                                         Thirteen weeks ended
                                     _____________________________
                                     September 30,   September 28,                           
                                         1995             1996
                                     _____________   _____________
<S>                                      <C>              <C> 
NET SALES                               $25,952          $54,417 

COST OF SALES                            18,847           38,651     
                                        _______          _______
 
 Gross Profit                             7,105           15,766      
                                        _______          _______
OPERATING EXPENSES
 Sales, marketing and distribution        3,316            7,049
 General and administrative               1,270            3,310     
                                        _______          _______  
TOTAL OPERATING EXPENSES                  4,586           10,359      
                                        _______          _______        
OPERATING INCOME                          2,519            5,407     
                             
OTHER EXPENSE
 Interest expense                          (207)            (789)    
 Minority interest                          -                (88)
                                        _______          _______ 
INCOME BEFORE INCOME TAXES                2,312            4,530

INCOME TAX PROVISION                        998            1,393   
                                        _______          _______

NET INCOME                              $ 1,314          $ 3,137
  
PER SHARE DATA: 
  EARNINGS PER SHARE                    $   .17          $   .40   
  WEIGHTED AVERAGE COMMON SHARES          7,834            7,840

<FN>    
See Accompanying Notes to Financial Statements  
</TABLE>

<PAGE> 
<TABLE>  
                              INBRAND CORPORATION 
                      CONSOLIDATED STATEMENTS OF CASH FLOWS  
                               (In Thousands)  
                                (Unaudited)
  
<CAPTION>  
                                                 Thirteen weeks ended
                                            ______________________________
                                            September 30,    September 28,
                                                1995             1996
                                            _____________    _____________
<S>                                              <C>              <C>  

NET CASH PROVIDED BY OPERATING ACTIVITIES        $ 1,066            $ 1,290
                                                 _______            _______

CASH FLOWS FROM INVESTING ACTIVITIES
 Payments to acquire Property and Equipment       (2,333)            (5,818)
 Payments for purchase of subsidiary              (6,390)              (162)       
 Other                                               (16)               (23)
                                                 _______            _______
NET CASH USED BY INVESTING ACTIVITIES             (8,739)            (6,003)
                                                 _______            _______

CASH FLOWS FROM FINANCING ACTIVITIES
 Bank Overdraft                                      267              3,626
 Proceeds From borrowings Under Long-Term Debt     7,746              1,590
 Principal payments on Long-Term Debt               (428)            (1,771)
 Principal payments under Capital Lease
  Obligations                                        -                 (267)
                                                 _______            _______
NET CASH PROVIDED BY FINANCING ACTIVITIES          7,585              3,178
                                                 _______            _______      

EFFECT OF EXCHANGE RATE CHANGES ON CASH               88                (19)
                                                 _______            _______
NET INCREASE (DECREASE) IN CASH AND 
   CASH EQUIVALENTS                                  -               (1,554)

CASH AND CASH EQUIVALENTS-beginning of period        -                1,554
                                                 _______            _______
CASH AND CASH EQUIVALENTS-end of period          $   -              $   -

NONCASH INVESTING AND FINANCING ACTIVITIES
  Additions to Property and Equipment included
    in Accounts Payable                              $30                -
  Acquisition costs included in Accounts Payable    $242                -
  Liabilities assumed in acquisition of business  $9,877             $9,340
  Issuance of Common Stock in acquisition of
    business                                        $747                -
<FN>
 See Accompanying Notes to Financial Statements
</TABLE>
<PAGE>

                            INBRAND CORPORATION 
  
                       NOTES TO FINANCIAL STATEMENTS
                                (Unaudited)  
  
                            September 28, 1996
  
  
1.  Effective July 1, 1996 the Company, through its subsidiary, INBRAND Europe
    B.V. (INBRAND Europe), acquired Julian T. Holding B.V., a Dutch company
    (JTH), upon execution of a definitive contribution agreement.  Under
    the terms of the agreement, in exchange for all of the outstanding shares
    of JTH, the sole shareholder of JTH became a 4.95% shareholder of INBRAND
    Europe in a business transaction valued at approximately $1,300,000
    accounted for as a purchase.  Prior to this transaction, the management
    of JTH had assumed management positions at INBRAND France, also a
    subsidiary of INBRAND Europe, as part of INBRAND's plan to restructure
    the former Celatose operations acquired by INBRAND France during fiscal
    1996.  Certain fair values of JTH assets have not yet been finalized.  As
    a result, estimates of these fair values have been used in consolidating
    JTH.  These ultimate differences, if any, of the actual fair values from 
    the estimates used are not expected to be material.

2.  The effective consolidated income tax rate of 30.8% (versus 47.9% for the
    fiscal year ended June 29, 1996 and 43.2% for the thirteen week period
    ended September 30, 1995) is less than the expected statutory rate
    primarily due to a tax holiday granted to certain INBRAND Europe
    operations.

<PAGE>  
                            INBRAND CORPORATION

                     MANAGEMENT DISCUSSION AND ANALYSIS

Results of Operations

Net sales increased 209.7% for the first quarter of fiscal 1997 compared with
the year-earlier period.  This increase was consistent with the North
American growth the Company has achieved over the past several quarters and
was also due, in large part, to the acquired European operations and INBRAND
UK maturing as part of the consolidated group.

Gross Profit as a percentage of net sales in the first quarter increased
to 29.0% from 27.4% in the year-earlier period.  This increase was due to
higher gross margins from North American operations as a result of manufactur-
ing efficiencies and more favorable raw material costs.  This was partially
offset by European gross margins from acquired businesses, which are at lower
levels than in North America.  As a result of the Company's raw material
supply contract costs of certain raw materials have been stabilized moreso
than in prior periods.  While general price levels of the Company's raw
materials were relatively stable during the first quarter, there is no trend
which will allow the Company to accurately project the future, short term
movements in these prices.

As a percentage of net sales, operating expenses for the quarter increased
to 19.1% from 17.7% in the year-earlier period.  For the first quarter the
absolute level of selling expenses continued to increase due to expansion of
sales and marketing programs as well as due to the impact of the acquired
operations while increasing slightly as a percentage of sales.  Administrative
expense level increases are due to the impact of the acquired operations as
well as from internal growth in North America.

As a percentage of net sales, net income in the first quarter was 5.8% up
from 5.1% in the year-earlier quarter.  This increase was due to higher gross
margin levels discussed above net of increases in operating expenses along
with increases in interest expense due to debt incurred as a result of the
Company's acquisition program.

Earnings per share for first quarter were $.40 compared to $.17 in the
year-earlier period.  This increase was due to higher net income levels on
relatively unchanged levels of shares outstanding.
  
<PAGE>  
  
                            INBRAND CORPORATION 
  
                     MANAGEMENT DISCUSSION AND ANALYSIS 
  
  
Liquidity and Capital Resources  
  
Cash generated from operating activities was $1.3 million for the thirteen
weeks ended September 28, 1996 compared to $1.1 million in the year-earlier
period.  While the cumulative effect of net income and depreciation for the
current period generated $4.6 million of cash flow ($2.4 million more than
in the year-earlier period), working capital needs, primarily associated with
the Company's acquisitions, required the use of $3.3 million for the thirteen
week period.

During the thirteen week period the Company increased its borrowings under its
$35 million unsecured line of credit by $1.6 million.  These borrowings
were used to fund the Company's continued expansion program and for general
working capital needs.

The Company intends to continue its expansion program during the current
fiscal year and has renewed its unsecured revolving credit line of $35
million.  Additionally, management is currently negotiating a $15 million
unsecured foreign currency based revolving credit facility in Europe to
support the working capital needs of INBRAND Europe and its subsidiaries.
Management believes that the Company's capital position, together with
amounts generated from operations and additional borrowings through the
credit facility will be sufficient to meet the Company's cash needs for
the future.


<PAGE>  
  
                       INBRAND CORPORATION
  
                   PART II - OTHER INFORMATION  
  
Item #1  Legal Proceedings

         The Registrant is a party to certain routine 
         litigation incidental to its business, none of
         which, in the opinion of management, will have 
         a material effect on the Registrant's financial
         position.
  
Item #6  Exhibits and Reports on Form 8-K

         a.  Exhibits

             No Exhibits are filed with this form 10-Q.
             Computation of per share earnings is shown
             on the Registrant's Consolidated Statements of Income.

         b.  Reports on Form 8-K

             Form 8-K dated July 31, 1996 announcing the acquisition
             of the capital stock of Julian T. Holding, B.V.   
  
<PAGE>  
  
  
                       INBRAND CORPORATION 
  
                           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.  
  
  
  
  
                                   INBRAND CORPORATION              
                                   Registrant  
  
  
November 12, 1996                  James R. Johnson                
Date                               James R. Johnson                  
                                   Senior Vice President and  
                                    Chief Financial Officer