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        December 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 February 10, 1997, 11,760,123 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 December 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     December 28, 1996
                                                          (Unaudited)
                                  __________________   __________________
<S>                                       <C>                  <C>
ASSETS
CURRENT ASSETS
 Cash and Cash Equivalents                $  1,554             $  1,853
 Receivables                                27,082               36,249
 Raw Materials Inventory                     7,850                8,901
 Finished Goods Inventory                   10,353               12,235 
 Income Taxes Receivable                        67                  -
 Deferred Income Taxes                         792                  792
 Other                                         869                1,614  
                                          ________             ________
  Total Current Assets                      48,567               61,644
                                          ________             ________

Property and Equipment, net                 46,457               55,492
Intangible Assets                            9,716               11,280
Other Assets                                   880                1,181
                                          ________             ________
TOTAL ASSETS                              $105,620             $129,597
</TABLE>
<TABLE>

<CAPTION>
<S>                                       <C>                  <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
 Bank Overdraft                           $    554             $  2,402
 Current Portion of Long-Term Debt           1,515                1,347
 Current Portion of Capital Lease
   Obligations                                 638                  671
 Accounts Payable                           17,445               23,827
 Accrued Expenses                            7,152                8,549
 Accrued Restructuring Expenses              1,642                1,619
 Accrued Rebates                             1,264                1,500
 Income Taxes Payable                          -                    499
                                          ________             ________
  Total Current Liabilities                 30,210               40,414
                                          ________             ________
LONG-TERM LIABILITIES
 Long-Term Debt                             28,866               37,280
 Capital Lease Obligations                   2,429                2,059
 Deferred Income Taxes                       3,054                3,054
 Other                                       1,061                1,127
                                          ________             ________
Total Long-Term Liabilities                 35,410               43,520
                                          ________             ________

MINORITY INTEREST                              -                    397

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
 PREFERRED STOCK-1,000 shares
  authorized; none issued
 COMMON STOCK-$.10 par value-
  49,000 shares authorized; 11,760 and
  7,840 shares issued at December 28,
  1996 and June 29, 1996, respectively         784                1,176
PAID-IN CAPITAL                             17,137               16,745
RETAINED EARNINGS                           22,254               27,531
Translation Adjustment                        (175)                (186) 
                                          ________             ________
  TOTAL STOCKHOLDERS' EQUITY                40,000               45,266
                                          ________             ________
TOTAL LIABILITIES AND STOCKHOLDERS'
    EQUITY                                $105,620             $129,597
<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      Twenty-six weeks ended
                       __________________________ ___________________________
                       December 30,  December 28,  December 30,  December 28,                          
                           1995          1996          1995          1996
                       ____________  ____________  ____________  ____________
<S>                        <C>           <C>           <C>           <C> 
NET SALES                $27,032       $57,937       $52,984      $112,354

COST OF SALES             19,395        41,857        38,242        80,508
                         _______       _______       _______      ________
  Gross Profit             7,637        16,080        14,742        31,846
                         _______       _______       _______      ________
OPERATING EXPENSES
 Sales, marketing and
   distribution            3,564         8,203         6,880        15,252
 General and adminis-
   trative                 1,300         3,633         2,570         6,943
                          ______       _______       _______       _______
TOTAL OPERATING EXPENSES   4,864        11,836         9,450        22,195
                         _______       _______       _______       _______ 
OPERATING INCOME           2,773         4,244         5,292         9,651
                             
OTHER INCOME (EXPENSE)
 Interest expense           (328)         (899)         (535)       (1,688)
 Minority interest           -             (66)          -            (154)
 Other income                -              31           -              31
                         _______       _______       _______       _______
INCOME BEFORE
  INCOME TAXES             2,445         3,310         4,757         7,840

INCOME TAX PROVISION       1,124         1,170         2,122         2,563
                         _______       _______       _______       _______

NET INCOME               $ 1,321       $ 2,140       $ 2,635       $ 5,277
  
PER SHARE DATA: 
  EARNINGS PER SHARE     $   .11       $   .18       $   .22       $   .45
  WEIGHTED AVERAGE
    COMMON SHARES         11,760        11,760        11,760        11,760

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

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

NET CASH PROVIDED BY OPERATING ACTIVITIES        $ 2,533           $ 2,339
                                                 _______           _______

CASH FLOWS FROM INVESTING ACTIVITIES
 Payments to acquire Property and Equipment       (5,679)          (10,004)
 Costs for purhase of subsidiary                  (6,489)             (307)
 Other                                               (16)              (44)
                                                 _______           _______
NET CASH USED BY INVESTING ACTIVITIES            (12,184 )         (10,355)
                                                 _______           _______

CASH FLOWS FROM FINANCING ACTIVITIES
 Bank Overdraft                                     (460)              451
 Proceeds From borrowings Under Long-Term Debt    10,448             8,761
 Principal payments on Long-Term Debt               (428)             (557)
 Principal payments under Capital Lease
  Obligations                                        -                (356)
                                                 _______           _______
NET CASH PROVIDED BY FINANCING ACTIVITIES          9,560             8,299
                                                 _______           _______      

EFFECT OF EXCHANGE RATE CHANGES ON CASH               91                16
                                                 _______           _______
NET INCREASE (DECREASE) IN CASH AND 
   CASH EQUIVALENTS                                  -                 299

CASH AND CASH EQUIVALENTS-beginning of period        -               1,554
                                                 _______           _______
CASH AND CASH EQUIVALENTS-end of period          $   -             $ 1,853

NONCASH INVESTING AND FINANCING ACTIVITIES
  Liabilities assumed in acquisition of business  $9,877            $9,340
  Issuance of Common Stock in acquisition of
    business                                      $  747            $  -
  Additions to Property and Equipment included
    in Accounts Payable                           $   50            $  -
<FN>
 See Accompanying Notes to Financial Statements
</TABLE>
<PAGE>

                            INBRAND CORPORATION 
  
                       NOTES TO FINANCIAL STATEMENTS
                                (Unaudited)  
  
                            December 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 32.7% for the twenty-six
    week period ended December 28, 1996 (versus 47.9% for the fiscal year
    ended June 29, 1996 and 44.6% for the twenty-six week period ended
    December 30, 1995) is less than the expected statutory rate primarily
    due to a tax holiday granted to certain INBRAND Europe operations.

3.  On October 25, 1996 the Company declared a 3 for 2 stock split for all
    shareholders of record on November 8, 1996.  The split resulted in the
    issuance of 3,920,026 new shares bringing the total outstanding shares to
    11,760,123.  All per share amounts have been restated to reflect the 
    effects of the split.

4.  In January 1997 INBRAND Europe negotiated and executed an unsecured
    revolving multi-currency credit facility with a European financial
    institution in the amount of $15 million.  The terms, conditions,
    requirements, restrictions and financial covenants of this facility are
    substantially the same as those of the $35 million credit facility with
    the Company's primary U.S. lender.  The Company has guaranteed this debt on
    behalf of its INBRAND Europe subsidiary.
<PAGE>  
                            INBRAND CORPORATION

                     MANAGEMENT DISCUSSION AND ANALYSIS

Results of Operations

Net sales increased 214.3% for the second quarter of fiscal 1997 compared with
the year-earlier period and 212.1% year-to-date compared to the prior year-to-
date 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 second quarter decreased
to 27.8% from 28.2% in the year-earlier period.  Gross Profit percent year-
to-date increased to 28.3% for fiscal 1997 form 27.8% for fiscal 1996.  The
decrease in the second quarter was primarily a result of lower European gross
margins, which are at lower levels than in North America, the impact of
which more than offset the benefit of favorable raw material costs.  The
increase year-to-date was due to higher gross margins from North American
operations as a result of manufacturing efficiencies and more favorable raw
material costs partially offset by lower European gross margins from acquired
businesses.  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 and second quarters, 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 second quarter
increased to 20.4% from 18.0% in the year-earlier period and year-to-date
increased to 19.8% for fiscal 1997 from 17.8% for fiscal 1996.  For the
fiscal 1997 second quarter and year-to-date the absolute level of selling
expenses continued to increase due to expansion of sales and marketing
activities as well as due to the impact of the acquired operations.  They
also increased 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.  Additionally, operating expenses at
INBRAND UK, while at similar absolute levels, were proportionately higher as
a percentage of sales during the period.

As a percentage of net sales, net income in the second quarter was 3.7% down
from 4.9% in the year-earlier quarter and year-to-date 1997 was 4.7% down
from 5.0% in the prior year-to-date period.  This decrease was due to lower
gross margin levels discussed above coupled with 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 second quarter were $.18 compared to $.11 in the
year-earlier period.  Earnings per share year-to-date were $.45 for fiscal
1997 compared to $.22 for fiscal 1996.  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 $2.3 million for the twenty-six
weeks ended December 28, 1996 compared to $2.5 million in the year-earlier
period.  While the cumulative effect of net income and depreciation for the
current period generated $8.8 million of cash flow ($4.2 million more than
in the year-earlier period), working capital needs, primarily associated with
the Company's acquisitions, required the use of $6.5 million for the twenty-
six week period.

During the twenty-six week period the Company increased its borrowings under
its U.S. $35 million unsecured line of credit by $8.8 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, increasing
it to $35 million.  Additionally, in Janurary 1997 INBRAND Europe negotiated
and executed a $15 million unsecured foreign currency based revolving credit
facility with a European bank to support the working capital needs of INBRAND
Europe and its subsidiaries.  The Company guaranteed repayment of this debt
on behalf of its INBRAND Europe subsidiary.   Management believes that the
Company's capital position, together with amounts generated from operations
and additional borrowings through the credit facilities 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 #2  Changes in Securities

         On October 25, 1996 the Board of Directors of the Company
         declared a 3 for 2 stock split to be effected in the form
         of a 50% stock dividend.  The stock dividend had a record
         date of November 8, 1996 and was distributed to stockholders
         on November 22, 1996.  As a result of the stock split
         3,920,026 new common shares were issued bringing total out-
         standing common shares to 11,760,123.
  
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  
  
  
February 10, 1997                                   
Date                               James R. Johnson                  
                                   Senior Vice President and  
                                    Chief Financial Officer