FORM 10-Q

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


(mark one)

     [X]  QUARTERLY  REPORT  PURSUANT  TO SECTION 13 OR 15(D) OF THE  SECURITIES
EXCHANGE ACT OF 1934

                  For the quarterly period ended March 29, 1997

     [ ]  TRANSITION  REPORT  PURSUANT TO SECTION 13 OR 15(D) OF THE  SECURITIES
EXCHANGE ACT OF 1934



                         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)


           (770) 422-3036
         Registrant's telephone number, including area code:


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 May 12,  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  March  29,  1997  are  not
necessarily indicative of the results for the full year.


<PAGE>
<TABLE>

                               INBRAND CORPORATION
                           CONSOLIDATED BALANCE SHEETS
                                 (In Thousands)
                                   (Unaudited)
<CAPTION>

                                                           June 29,    March 29,
                                                             1996        1997
                                                           --------    ---------
<S>                                                        <C>         <C>      
                                ASSETS
CURRENT ASSETS
Cash and Cash Equivalents .............................    $  1,554    $  1,937
Receivables ...........................................      27,082      39,580
Raw Materials Inventory ...............................       7,850       7,852
Finished Goods Inventory ..............................      10,353      13,178
Income Taxes Receivable ...............................          67        --
Deferred Income Taxes .................................         792         792
Other .................................................         869       1,134
                                                            -------     -------
Total Current Assets ..................................      48,567      64,473
                                                            -------     -------

Property and Equipment, net ...........................      46,457      58,051
Intangible Assets .....................................       9,716      12,720
Other Assets ..........................................         880       1,108
                                                            -------     -------
TOTAL ASSETS ..........................................    $105,620    $136,352
                                                            =======     =======
</TABLE>
<TABLE>

<CAPTION>
<S>                                                        <C>          <C>
                   LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Bank Overdraft ........................................    $    554    $  3,221
Current Portion of Long-Term Debt .....................       1,515       1,352
Current Portion of Capital Lease Obligations ..........         638         634
Accounts Payable ......................................      17,445      22,897
Accrued Expenses ......................................       7,152       7,300
Accrued Restructuring Expenses ........................       1,642       1,516
Accrued Rebates .......................................       1,264       1,750
Income Taxes Payable ..................................        --         2,072
                                                            -------     -------
Total Current Liabilities .............................      30,210      40,742
                                                            -------     -------

LONG-TERM LIABILITIES
Long-Term Debt ........................................      28,866      40,978
Capital Lease Obligations .............................       2,429       1,787
Deferred Income Taxes .................................       3,054       3,054
Other .................................................       1,061       1,033
                                                            -------     -------
Total Long-Term Liabilities ...........................      35,410      46,852
                                                            -------     -------

MINORITY INTEREST .....................................        --         2,194

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 March 29, 1997 and
June 29, 1996, respectively ...........................         784       1,176
PAID-IN CAPITAL .......................................      17,137      16,745
RETAINED EARNINGS .....................................      22,254      29,734
Translation Adjustment ................................        (175)     (1,091)
                                                            -------     -------
TOTAL STOCKHOLDERS' EQUITY ............................      40,000      46,564
                                                            -------     -------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ............    $105,620    $136,352
                                                            =======     =======
<FN>
See Accompanying Notes to Financial Statements
</FN>
</TABLE>

<PAGE>
<TABLE>


                               INBRAND CORPORATION
                       CONSOLIDATED STATEMENTS OF EARNINGS
                 (Amounts in Thousands Except Per Share Amounts)
                                   (Unaudited)



<CAPTION>
                                       Thirteen weeks      Thirty-nine weeks
                                          ended                 ended
                                    March 30,  March 29,  March 30,  March 29,
                                      1996       1997       1996       1997
                                    --------   --------   --------   --------
<S>                                <C>        <C>        <C>        <C>
NET SALES ......................   $  40,490  $  60,116  $  93,475  $ 172,470

COST OF SALES ..................      29,263     42,905     67,508    123,413
                                   ---------  ---------  ---------  ---------

  Gross Profit .................      11,227     17,211     25,967     49,057

OPERATING EXPENSES
 Sales, marketing and distribution     5,120      8,200     11,995     23,452
 General and administrative ....       2,180      4,345      4,700     11,288
                                   ---------  ---------  ---------  ---------

TOTAL OPERATING EXPENSES .......       7,300     12,545     16,695     34,740
                                   ---------  ---------  ---------  ---------

OPERATING INCOME ...............       3,927      4,666      9,272     14,317

OTHER INCOME (EXPENSE)
 Interest expense ..............        (468)      (810)    (1,056)    (2,498)
 Minority interest .............        --          (27)      --         (181)
 Other .........................        --          (31)      --         --
                                   ---------  ---------  ---------  ---------

INCOME BEFORE INCOME TAXES .....       3,459      3,798      8,216     11,638

INCOME TAX PROVISION ...........       1,482      1,595      3,604      4,158
                                   ---------  ---------  ---------  ---------

NET INCOME .....................   $   1,977  $   2,203  $   4,612  $   7,480
                                   =========  =========  =========  =========


PER SHARE DATA:
  EARNINGS PER SHARE ...........   $     .17  $     .19  $     .39  $     .64
  WEIGHTED AVERAGE
    COMMON SHARES ..............      11,760     11,760     11,760     11,760


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

<PAGE>
<TABLE>

                               INBRAND CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In Thousands)
                                   (Unaudited)

<CAPTION>

                                                                 Thirty-nine
                                                                 weeks ended
                                                             March 30, March 29,
                                                               1996      1997
                                                            --------   --------
<S>                                                         <C>        <C>
NET CASH PROVIDED BY OPERATING ACTIVITIES ................  $  1,123   $  1,867

CASH FLOWS FROM INVESTING ACTIVITIES
 Payments to acquire Property and Equipment ..............    (8,443)   (14,963)
 Costs for purchase of subsidiary ........................    (6,546)      (314)
 Other ...................................................       (16)        (3)
                                                            --------   --------

NET CASH USED BY INVESTING ACTIVITIES ....................   (15,005)   (15,280)
                                                            --------   --------

CASH FLOWS FROM FINANCING ACTIVITIES
 Bank Overdraft ..........................................       545      1,334
 Proceeds From borrowings Under Long-Term Debt ...........    19,356     13,735
 Principal payments on Long-Term Debt ....................      (428)      (622)
 Principal payments under Capital Lease Obligations ......       (58)      (488)
                                                            --------   --------

NET CASH PROVIDED BY FINANCING ACTIVITIES ................    19,415     13,959
                                                            --------   --------

EFFECT OF EXCHANGE RATE CHANGES ON CASH ..................       (21)      (163)
                                                            --------   --------

NET INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS ......................................     5,512        383

CASH AND CASH EQUIVALENTS-beginning of period ............      --        1,554
                                                            --------   --------

CASH AND CASH EQUIVALENTS-end of period ..................  $  5,512   $  1,937
                                                            ========   ========

NONCASH INVESTING AND FINANCING ACTIVITIES
  Liabilities assumed in acquisition of business .........  $ 19,060   $  9,378
  Issuance of Common Stock in acquisition of business ....  $    747   $   --

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

<PAGE>

                               INBRAND CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

                                 March 29, 1997


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  $1,560,000
     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.  In
     connection with the acquisition of JTH the Company  executed a shareholders
     agreement  with the current  management of INBRAND  Europe.  This agreement
     includes  options and mandatory  redemption  provisions  for the Company to
     acquire the 4.95% minority  interest of INBRAND Europe by fiscal year 2001.
     The estimated option or redemption premium, if any, in excess of previously
     recognized  minority  interest   liabilities  is  being  accounted  for  as
     additional  purchase  consideration  and  included as  additional  minority
     interest.

     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 35.7% for the  thirty-nine
     week period  ended March 29, 1997  (versus  47.9% for the fiscal year ended
     June 29, 1996 and 43.9% for the  thirty-nine  week  period  ended March 30,
     1996) 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.

5.   On February  18,  1997 the  Company  was served with a patent  infringement
     claim related to one of its proprietary product designs.  Management of the
     Company intends to contest the claim vigorously and, in any event, does not
     presently  believe  the claim  will have a material  adverse  impact on the
     Company's financial position.

6.   During the  thirty-nine  weeks  ended  March 29,  1997  approximately  $190
     thousand  of  personnel   related   costs  have  been  charged  to  Accrued
     Restructuring  Expenses.  This reserve was  established at June 29, 1996 to
     provide for all estimated restructuring costs of a planned restructuring of
     a European manufacturing facility.

7.   As of March 29,  1997 the  Company  was not in  compliance  with one of the
     financial  covenants under its two primary credit  agreements . As a result
     of the event of  non-compliance  the Company has obtained  waivers from the
     lending financial institutions through the next covenant reporting date.

8.   On May 13, 1997 the Company announced that it has entered into a definitive
     merger agreement with Tyco  International  Ltd.  ("Tyco") pursuant to which
     Tyco will  acquire the Company in a stock for stock  transaction  valued at
     approximately $320 million. The acquisition, which will be accounted for as
     a pooling of interests,  will be structured as a tax-free stock transaction
     with INBRAND  Corporation  shareholders  receiving .43 shares of Tyco stock
     for each share of INBRAND stock.  Based on Tyco's May 12, 1997 NYSE closing
     price of  $63.25,  the terms of the  agreement  would  result in a value of
     $27.20 per share to the INBRAND shareholders.

<PAGE>

                               INBRAND CORPORATION

                       MANAGEMENT DISCUSSION AND ANALYSIS

Results of Operations

Net sales  increased  148.5% for the third  quarter of fiscal 1997 compared with
the  year-earlier  period  and  184.5%   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  maturing  as  part  of the
consolidated group.

Gross  Profit as a  percentage  of net sales in the third  quarter  increased to
28.6% from 27.7% in the year-earlier  period.  Gross Profit percent year-to-date
increased to 28.4% for fiscal 1997 from 27.8% for fiscal  1996.  The increase in
the third  quarter and  year-to-date  was  primarily a result of  favorable  raw
material costs and improved manufacturing efficiencies in North  America  offset
somewhat by lower  European  gross  margins,  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 three 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 third quarter increased
to 20.9% from 18.0% in the  year-earlier  period and  year-to-date  increased to
20.1% for  fiscal  1997 from 17.9% for fiscal  1996.  For the fiscal  1997 third
quarter and  year-to-date  the absolute level of selling  expenses  continued to
increase  due to the  impact  of  the  acquired  operations  as  well  as due to
expansion of sales and marketing  activities.  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. Overall,  operating expenses during the period also reflected additional
expenses related to management changes in its European operations.

As a percentage of net sales, net income in the third quarter was 3.7% down from
4.9% in the year-earlier  quarter and year-to-date  1997 was 4.3% down from 4.9%
in the prior year-to-date period. This decrease was due to the influences of the
relatively lower earnings levels from the Company's acquired European operations
along with increases in interest expense due to debt incurred as a result of the
Company's acquisition and expansion programs.

Earnings  per  share  for  third  quarter  were  $.19  compared  to  $.17 in the
year-earlier  period.  Earnings per share year-to-date were $.64 for fiscal 1997
compared to $.39 for fiscal  1996.  This  increase  was due to higher net income
levels on unchanged levels of shares outstanding.

<PAGE>

                               INBRAND CORPORATION

                       MANAGEMENT DISCUSSION AND ANALYSIS


Liquidity and Capital Resources

Cash generated from  operating  activities was $1.9 million for the  thirty-nine
week period ended March 29, 1997  compared to $1.1  million in the  year-earlier
period. While the cumulative effect of net income, depreciation and amortization
for the current period  generated  $13.1 million of cash flow ($5.3 million more
than in the year-earlier  period),  working capital needs,  primarily associated
with the  Company's  acquisitions,  required  the use of $11.2  million  for the
thirty-nine week period.

During the thirty-nine  week period the Company  increased its borrowings  under
its U.S. $35 million unsecured line of credit by $1.8 million and its borrowings
under its  European  $15 million  equivalent  unsecured  line of credit by $10.9
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 January 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.


Operating Losses in a European Manufacturing Facility

The  Company  has  experienced   continuing   operating  losses  in  a  European
manufacturing  facility  located in the United  Kingdom.  Management has taken a
number of actions to improve the operations of this facility throughout the year
and will  continue to focus on  achieving  further  operating  improvements.  If
operations,  primarily in sales and manufacturing  efficiencies , do not improve
in the short term management may permanently close the facility and transfer the
manufacturing assets to another manufacturing facility.

<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
         outstanding common shares to 11,760,123.

Item #6  Exhibits and Reports on Form 8-K

         (a)  Exhibits

         Two exhibits  are filed with this form 10-Q. (1) SouthTrust Bank of
         Georgia, N.A. Amended and Restated Loan Agreement and (2) Rabobank
         International Facility Agreement.

         Computation  of per share earnings  is  shown  on the Registrant'
         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)


May 13, 1997
   Date                                         James R. Johnson
                                               (Senior Vice President and
                                                Chief Financial Officer)