SECURITIES AND EXCHANGE COMMISSION
  
                               WASHINGTON, D.C.  20549
  
                                     FORM 10-QSB/A
  
                                  FIRST AMENDMENT TO
                  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
  
                           SECURITIES EXCHANGE ACT OF 1934
  
  
  
       For Quarter Ended September 30, 1995     Commission file number 0-5223
  
  
  
                              CUTCO INDUSTRIES, INC.
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              (Exact name of registrant as specified in its charter)
  
  
  
                       New York                              11-1771806
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              (State or other jurisdiction of             (I.R.S. Employer
               incorporation or organization)              Identification No.)
  
  
       
         125 South Service Road, Jericho, New York                 11753       
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              (Address of principal executive offices)           (Zip Code)
  
  
  
       Registrant's telephone number, including area code   (516) 334-8400   
                                                          --------------------
  
       -----------------------------------------------------------------------
          Former name, former address and former fiscal year, if changed 
          since last report.
  
  
          *  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 
                                                          -----          -----
  
       Number of common shares outstanding at November 10, 1995 is 780,625
       Transitional Small Business Disclosure:   Yes           No    X
                                                      -----        -----






                                CUTCO INDUSTRIES, INC.
  
                                      FORM 10-QSB
  
                                         INDEX
  
  
  
                                                                Page
  
       PART I -  FINANCIAL INFORMATION
  
            Item 1.  Financial Statements (Unaudited)
  
            Consolidated Condensed Balance Sheets -
            September 30, 1995 and June 30, 1995                1-2
  
            Consolidated Condensed Statements of Operations -
            Three Months Ended September 30, 1995 and 1994        3
  
            Consolidated Condensed Statement of Shareholders' 
            Equity - Three Months Ended September 30, 1995        4
  
            Consolidated Condensed Statements of Cash Flows -
            Three Months Ended September 30, 1995 and 1994        5
  
            Notes to Unaudited Consolidated Condensed 
            Financial Statements                                  6
  
            Item 2.  Management's Discussion and Analysis of 
            Financial Condition and Results of Operations       7-8
  
  
       PART II - OTHER INFORMATION
  
            Item 6.  Exhibits and Reports on Form 8-K             9
  
  
       SIGNATURES                                                10
  
  
                                 PART I - FINANCIAL INFORMATION
  
  Item 1.  Financial Statements.
  
  CUTCO INDUSTRIES, INC. AND SUBSIDIARIES
  
  CONSOLIDATED CONDENSED BALANCE SHEETS
  (UNAUDITED)
                                             September 30,     June 30,
                                                 1995           1995            
                                             --------------  ------------      
  
  ASSETS
  
  CURRENT ASSETS
     Cash and cash equivalents                   $778,453      $1,096,793      
     Marketable securities                        266,411         267,586     
     Notes and accounts receivable, net           599,837         545,588       
     Merchandise inventory                        612,500         537,896     
     Prepaid and refundable income taxes           72,145          94,858     
     Deferred income taxes, net                   135,000         135,000      
     Prepaid expenses and miscellaneous
        receivables                                67,761          84,358   
                                             -------------   -------------    
        TOTAL CURRENT ASSETS                    2,532,107       2,762,079 
                                             -------------   -------------
  PROPERTY, PLANT AND EQUIPMENT, AT COST                             
     Furniture, fixtures and equipment          2,677,387       2,609,826  
     Leasehold improvements                       204,976         184,976  
                                             -------------   -------------  
                                                2,882,363       2,794,802     
     Less accumulated depreciation                                      
        and amortization                        1,406,973       1,338,702   
                                             -------------   -------------  
                                                1,475,390       1,456,100  
                                             -------------   -------------    
  OTHER ASSETS                                               
     Notes receivable, noncurrent                 274,534         329,763 
     Deferred charges and other                   531,235         520,276
     Deposits                                     129,437         123,567       
                                             -------------   ------------- 
                                                  935,206         973,606 
                                             -------------   ------------- 
                                               $4,942,703      $5,191,785  
                                             =============   ============= 
  
  
  See notes to unaudited consolidated condensed financial statements.
  
                                 -1-
  
  
  
  
  
  
        CUTCO INDUSTRIES, INC. AND SUBSIDIARIES
  
  CONSOLIDATED CONDENSED BALANCE SHEETS - Continued
  (UNAUDITED)
                                             September 30,     June 30,
                                                 1995            1995     
                                             -------------   ------------- 

  LIABILITIES AND SHAREHOLDERS' EQUITY
  
  CURRENT LIABILITIES
  
     Accounts payable and accrued
        expenses                                 $970,317        $997,170      
     Current portion of long-term debt             79,743          78,996   
     Accrued and withheld taxes,                                             
        other than income taxes                   167,157         204,167    
     Income taxes payable                           8,034          31,276   
                                             -------------   -------------   
        TOTAL CURRENT LIABILITIES               1,225,251       1,311,609   
                                                                             
                                                                              
  LONG-TERM DEBT                                  218,484         219,724   
                                                                              
  DEPOSITS PAYABLE                                 64,863          64,860    
                                                                               
  DEFERRED FRANCHISE FEE REVENUE, NET             190,477         232,462  
                                                                             
  DEFERRED INCOME TAXES                           152,000         152,000     
                                             -------------   -------------   
        TOTAL LIABILITIES                       1,851,075       1,980,655 
                                             -------------   -------------    
                                                                              
  SHAREHOLDERS' EQUITY
     Common Stock                                 188,371         188,371   
     Additional paid-in capital                 4,185,250       4,185,250 
     Retained earnings                          2,199,599       2,319,101   
                                             -------------   ------------- 
                                                6,573,220       6,692,722 
     Less treasury stock - at cost              3,481,592       3,481,592  
                                             -------------   -------------  
        TOTAL SHAREHOLDERS' EQUITY              3,091,628       3,211,130   
                                             -------------   ------------- 
                                               $4,942,703      $5,191,785     
                                             =============   ============= 
  
  
  See notes to unaudited consolidated condensed financial statements.
  
                                 -2-
  
  
  
  
  
        CUTCO INDUSTRIES, INC. AND SUBSIDIARIES
  CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
  (UNAUDITED)


<TABLE>
  <S>     <C>                                     <S>                 <C>
                                                                       Three Months Ended
                                                                         September 30,
                                                                      1995          1994     
                                                                   -----------   -----------


  Revenues:
     Owned retail stores                                           $2,541,315    $2,565,529 
     Sales of equipment and products                                   58,726        60,879
     Royalties and service fees                                       631,621       615,943
     Franchise fee income                                              61,986        42,615
     Interest and dividend income                                      23,837        30,371
     Other income, net                                                 17,283        15,223 
     Loss on sale or abandonment of fixed assets, net                 (45,248)      (12,934)
                                                                   -----------   ----------- 
                                                                    3,289,520     3,317,626  
                                                                   -----------   -----------
  Costs and Expenses:
     Direct costs of owned retail stores                            2,453,109     2,455,635
     Costs of equipment and products sold                              50,382        39,615
     Depreciation and amortization                                    146,605       140,664
     Selling, general and administrative expenses                     741,256       786,533
     Interest expense                                                  10,018         7,628 
                                                                   -----------   -----------
                                                                    3,401,370     3,430,075 
                                                                   -----------   -----------
  Loss before income taxes (benefit)                                 (111,850)     (112,449)
  Income taxes (benefit)                                                7,652       (28,273)
                                                                   -----------   -----------
  Net loss                                                          ($119,502)     ($84,176) 
                                                                   ===========   ===========
  
  Loss per common share                                                ($0.15)       ($0.11)
                                                                   ===========   ===========
  Weighted average number of shares outstanding                       780,625       780,625 
                                                                   ===========   ===========
  
</TABLE>
  
  
  
  See notes to unaudited consolidated condensed financial statements.
  
                                                -3-
  
  
        CUTCO INDUSTRIES, INC. AND SUBSIDIARIES
  CONSOLIDATED CONDENSED STATEMENT OF SHAREHOLDERS' EQUITY (UNAUDITED)
  THREE MONTHS ENDED SEPTEMBER 30, 1995
  
<TABLE>
<S>        <C>           <S>                                      <C>                         <S>
  
  
                            Common Stock     Additional            Treasury Stock
                            ------------     Paid-In    Retained   --------------
                         Shares    Amount    Capital    Earnings   Shares     Amount           Total
                         --------- --------  ---------- ---------- ---------- -------------   -------------
Balance at July 1, 1995  1,883,706 $188,371  $4,185,250 $2,319,101 1,103,081  ($3,481,592)     $3,211,130 
Net loss                                                  (119,502)                              (119,502)
                         --------- --------- ---------- ---------- ---------- -------------   -------------
Balance at September 30,
1995 (Unaudited)         1,883,706 $188,371  $4,185,250 $2,199,599 1,103,081  ($3,481,592)     $3,091,628 
                         ========= ========= ========== ========== ========== =============   =============
</TABLE>
  See notes to unaudited consolidated condensed financial statements. 
  
  
                                                -4-
  
  
  
        CUTCO INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE>
<S>                                                                             <C>                
                                                                                   Three Months Ended
                                                                                      September 30,
                                                                                -----------------------------
                                                                                    1995            1994
                                                                                -------------   -------------

  CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss                                                                      ($119,502)       ($84,176)
     Adjustments to reconcile net loss to net
       cash used in operating activities:
         Depreciation and amortization                                               146,605         140,664
         Provision for doubtful accounts and notes receivable                         30,000          30,000 
         Loss on sale and abandonment of property, plant,
           and equipment                                                              45,248          12,934
         Changes in operating assets and liabilities, net of acquisition effect
           (Increase) decrease in:
             Notes and accounts receivable                                           (78,980)        (45,117)
             Merchandise inventory                                                   (74,604)        (51,468)
             Prepaid and refundable income taxes                                      22,713          (3,630)
             Prepaid expenses and miscellaneous receivables                           16,597           7,024 
             Deposits                                                                 (5,870)             55 
             Deferred charges and other                                                 (650)        (12,604)
           Increase (decrease) in:
             Accounts payable and accrued expenses                                   (26,853)        (72,816)
             Accrued and withheld taxes, other than income taxes                     (37,010)        (30,819)
             Income taxes payable                                                    (23,242)        (33,966)
             Deposits payable                                                              3             795 
             Deferred franchise fee revenue, net                                     (41,985)        (39,904)
                                                                                -------------   -------------
     Net cash used in operating activities                                          (147,530)       (183,028)
                                                                                -------------   -------------
     Cash flows from investing activities:
       Purchases of property, plant and equipment                                   (138,112)       (200,315)
       Decrease in marketable securities                                               1,175           5,181 
       Proceeds from sale of property, plant, and equipment                            1,620  
       Payment for salon acquired                                                    (15,000)
                                                                                -------------   -------------
     Net cash used in investing activities                                          (150,317)       (195,134)
                                                                                -------------   -------------
     Cash flows from financing activities:
       Principal payments on loans                                                   (20,493)        (16,699)
                                                                                -------------   -------------
     Net cash used in financing activities                                           (20,493)        (16,699)
                                                                                -------------   -------------
     Net decrease in cash and cash equivalents                                      (318,340)       (394,861)
     Cash and cash equivalents at beginning of year                                1,096,793         691,579 
                                                                                -------------   -------------
     Cash and cash equivalents at end of period                                     $778,453        $296,718
                                                                                =============   =============
  Supplemental disclosures of cash flow information:
     Cash paid during the period for:
       Interest                                                                       $5,276          $7,679 
       Income taxes                                                                   $4,150         $10,188 
     Non cash investing and financing activities:
       Notes payable in connection with acquisition of salon                         $20,000 
       Notes and accounts receivable forgiven in connection
          with acquisition of salon                                                  $49,960 
</TABLE>
  
  See notes to unaudited consolidated condensed financial statements.
                                                 -5-
  
  
  
  
                           CutCo Industries, Inc.
  
       Notes to Unaudited Consolidated Condensed Financial Statements
  
                             September 30, 1995
  
  
  
        Note 1 - Financial Statements
  
             The accompanying unaudited consolidated condensed  financial 
             statements  have been prepared without audit  in  accordance 
             with  generally accepted accounting principles  for  interim 
             financial information and with the instructions to Form  10-
             QSB    of   the   Securities   and   Exchange    Commission.   
             Accordingly, they do not include all of the information  and 
             footnotes   required   by  generally   accepted   accounting 
             principles  for  complete  financial  statements.   In   the 
             opinion of management, all adjustments (consisting of normal 
             recurring   accruals)  considered  necessary  for   a   fair 
             presentation have been included.  Operating results for  the 
             three  month  period  ended  September  30,  1995  are   not 
             necessarily  indicative of the results that may be  expected 
             for the year ending June 30, 1996.  For further information, 
             refer to the consolidated financial statements and footnotes 
             as of June 30, 1995 included in the Company's Annual  Report 
             on Form 10-KSB for the Company's fiscal year then ended. 
  
  
  
    Item 2.  Management's Discussion and Analysis of
             Financial Condition and Results of Operations
  
             Three Months Ended September 30, 1995
  
             Liquidity and Capital Resources:
  
             Cash  and  cash equivalents were $778,453 at  September  30, 
             1995,  as  compared  to  $296,718  at  September  30,  1994.  
             Additionally,  at  September  30,  1995,  the  Company   had 
             $266,411  of marketable securities, as compared to  $868,726 
             at  September 30, 1994.  The Company had a current ratio  of 
             2.07 at September 30, 1995, as compared to 2.11 at June  30, 
             1995, and 2.47 at September 30, 1994. 
  
             At September 30, 1995, commitments for capital  expenditures 
             and  other  investments  did  not  exceed  $200,000,   which 
             commitments were for acquisition or construction of  salons, 
             salon  refurbishing,  and other  investments.   The  Company 
             believes  its  working capital is adequate  to  support  its 
             operations for at least the next twelve months. 
  
  
             Results of Operations:
  
             Revenues from Company-owned hair salon operations  decreased 
             by  .9% ($24,214) in the three month period ended  September 
             30,  1995. Comparable store sales operating throughout  each 
             of the three month periods ended September 30, 1995 and 1994 
             declined  by 5.3%. As of September 30, 1995, there  were  51 
             Company-owned salons, compared to 51 at September 30,  1994.  
  
             During the three month period ended September 30, 1995,  the 
             Company  acquired  one  salon from a  licensee,  opened  two 
             salons, and closed five salons. Management will continue  to 
             close  existing  salons  that  do not  meet  its  cash  flow 
             criteria. 
  
             Direct costs of Company-owned hair care salons decreased  by 
             .1%  ($2,526) in the three month period ended September  30, 
             1995, as compared to the same period in 1994.    Advertising 
             and occupancy costs increased as a percent of sales in  1995 
             as compared to the same period last year.  
  
             Sales  of equipment and products declined by $2,153  in  the 
             three  month period ended September 30, 1995 as compared  to 
             the same period in 1994.  Correspondingly, cost of equipment 
             and  products  sold  declined by  $10,767  reflecting  lower  
             margins.   The  decrease  in sales is due  in  part  to  the 
             decreased number of franchised salons. 
  
  
             Consolidated  royalties and service fees increased  by  2.5% 
             ($15,678)  in  the three month period  ended  September  30, 
             1995, as compared to the same period in 1994.  The  increase 
             is  due  to  the recording  of  royalties  from  franchisees 
             previously  deemed  uncollectible.   The  Company  does  not 
             expect  this  trend to continue.  The number of  hair  salon 
             franchised  outlets  at  September  30,  1995  was  299,  as 
             compared to 319 at September 30, 1994. 
  
             Franchise  fee  income increased in the three  month  period 
             ended September 30, 1995 by $19,371 as compared to the  same 
             period in 1994.  Franchise fee income increased because  the 
             Company recorded a franchise fee from the opening of a salon 
             by a new licensee. 
  
             The number of franchised salons has been steadily decreasing 
             for   several  years  and  management  believes  that   such 
             decreases  will continue for the foreseeable future.  It  is 
             likely  that  the downward trend in franchise  revenues  and 
             revenues from sales of equipment and products will  continue 
             for as long as the downward trend in the number of franchise 
             salons  continues, despite the increases in the three  month 
             period ended September 30, 1995. 
  
             Inflation has not materially affected the Company's revenues 
             and income during the past two fiscal years. 
  
             Interest and dividend income in the three month period ended 
             September  30, 1995 decreased by $6,534 due to a decline  in 
             the  amount  of  invested  assets.  
  
             Selling,  general, and administrative expenses decreased  by 
             5.8% ($45,277) in the three month period ended September 30, 
             1995, as compared to the same period in 1994.  The  decrease 
             in 1995 is due in part to lower payroll costs. 
  
             The  effective  income tax benefit was 25.1%  in  the  three 
             month period ended September 30, 1994.  In 1995 the  Company 
             was not able to utilize for federal income tax purposes  its 
             operating  losses.   Additionally, since the  Company  files 
             separate   subsidiary  state  income  tax  returns,   versus 
             consolidated  returns,  it was not able  to  offset  certain 
             subsidiary  losses  against other subsidiary income  in  the 
             1995 and 1994 periods.



  
  
  
        Part II - Other Information
  
  
  
  
    Item 6.  Exhibits and Reports on Form 8-K
  
             a)  Not Applicable.
  
             b)  None.
  
  
  
                    CUTCO INDUSTRIES, INC. AND SUBSIDIARIES
  
                                   SIGNATURES
  
  
  
       Pursuant  to the requirements of the Exchange Act, the  Registrant 
  
       caused this report to be signed on its behalf by the  undersigned, 
  
       thereunto duly authorized.
  
  
                                     CUTCO INDUSTRIES, INC.
  
                                     (Registrant)
  
  
                                     s/DON vonLIEBERMANN
                                     ____________________________________
                                             DON vonLIEBERMANN
                                                 President
  
                                     s/MICHAEL KRAMER
                                     ____________________________________
                                               MICHAEL KRAMER
                                            Principal Financial &
                                          Chief Accounting Officer
  
  
  
  
        Date: November 15, 1996