UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-Q

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

For the quarterly period ended  December 31, 1995
                                -----------------

                               OR

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

For the transition period from ________________ to __________________

Commission file number  0-2977
                        ------

                        General Magnaplate Corporation
            -----------------------------------------------------
           (Exact name of registrant as specified in its charter)

               New Jersey                                22-1641813
     -------------------------------                 ------------------
     (State or other jurisdiction of                    IRS Employer
     incorporation or organization)                  Identification No.

     1331 U.S. Route 1, Linden, New Jersey                     07036
     -------------------------------------                   ---------
     (Address of principal executive offices)                (Zip Code)

Registrant's telephone number, including area code: (908) 862-6200
                                                    --------------
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 January 31, 1996:

Common Stock, No Par Value                                   2,691,474
--------------------------                               ------------------
         (Class)                                         (Number of Shares)

<PAGE>
                               INDEX OF DOCUMENTS

PART I - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS
          Accountants' Report
          Balance Sheet - End of Current Quarter
          Balance Sheet - End of Prior Fiscal Year
          Statement of Income
          Statement of Changes in Financial Position
          Notes to Consolidated Financial Statements

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND
         RESULTS OF OPERATIONS

PART II - OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS

In the registrant's Form 10-Q for the quarter ended 9/30/95 it was stated:

A. The California  subsidiary was a party to a lawsuit filed by former owners of
   an adjacent  property who alleged damages arising from soil  contamination to
   their property by the Company and other  parties.  The lawsuit was settled on
   October  20,  1992 by  settlement  conference,  in  order  not to  incur  any
   additional  legal costs.  The settlement,  in the amount of $45,000,  will be
   paid by registrant in installments:  $25,000 payable January 6, 1993, and the
   remaining balance of $20,000 payable in three  installments of $6,666 each to
   be paid on January 6, 1994, January 6, 1995 and January 6, 1996.

B. In April,  1991,  a claim  was  served on the  Canadian  subsidiary,  General
   Magnaplate  Canada,  Ltd.,  by  Dynasurf  International,  Inc.  for  $170,000
   representing the unpaid contract liability for the net assets acquired by the
   Canadian subsidiary from the sellers, Carrigan Industries,  Ltd. and Dynasurf
   International, Inc. on January 2, 1990.

   The  Subsidiary has filed a counterclaim  for  environmental  and other costs
   which  resulted from the seller not resolving  certain  environmental  issues
   warranted in the contract of purchase.

   Further, a shareholder of Dynasurf International, Inc. has also filed a claim
   for breach of oral contract of  employment of $162,000  which the Company has
   denied in their related statement of defense.

   It is the opinion of management  that the ultimate  resolution of both claims
   will  not  have  a  materially  adverse  effect  on the  Company's  financial
   statements.

ITEM 4 - Submission of Matters to a Vote of Security Holders - Minutes of Annual
         Meeting of  Shareholders  Enclosed

ITEM 5 - Other Information - Press Release - Enclosed

ITEM 6 - Exhibits and Reports on Form 8-K - None
<PAGE>
MAURIELLO, FRANKLIN & LoBRACE
A PROFESSIONAL CORPORATION
CERTIFIED PUBLIC ACCOUNTANTS

                            45 SPRINGFIELD AVENUE, SPRINGFIELD, NEW JERSEY 07081
                                 TELEPHONE (201) 379-5400     FAX (201) 379-3696


                           ACCOUNTANTS' REVIEW REPORT


To The Board of Directors of
    General Magnaplate Corporation:

        We have reviewed the  accompanying  balance sheet of General  Magnaplate
Corporation  and  Wholly-Owned  Subsidiaries  as of  December  31,  1995 and the
related consolidated  statement of stockholders' equity for the six months ended
December  31, 1995 and the related  consolidated  statements  of income and cash
flows for the six months ended  December 31, 1995 and 1994, in  accordance  with
Statements  on  Standards  for  Accounting  and  Review  Services  issued by the
American Institute of Certified Public Accountants.  All information included in
these  financial  statements  is the  representation  of  management  of General
Magnaplate Corporation.

        A review  consists  principally  of inquiries of Company  personnel  and
analytical  procedures  applied to financial data. It is  substantially  less in
scope than an audit in accordance with generally  accepted  auditing  standards,
the  objective of which is the  expression  of opinion  regarding  the financial
statements taken as a whole.  Accordingly,  we do not express such an opinion on
the December 31, 1995 and 1994 statements.

        Based on our review, we are not aware of any material modifications that
should be made to the accompanying  financial statements in order for them to be
in conformity with generally accepted accounting principles.

        Our review was made for the purpose of expressing limited assurance that
there  are no  material  modifications  that  should  be made  to the  financial
statements  in  order  for  them to be in  conformity  with  generally  accepted
accounting  principles.  The supplementary  information for the six months ended
December  31,  1995  and  1994  included  in  the   accompanying   supplementary
information is presented for supplementary  analysis purposes.  Such information
has been  subjected  to the inquiry  and  analytical  procedures  applied in the
review of the basic financial  statements,  and we are not aware of any material
modifications that should be made thereto.

        The  balance  sheet for the year ended June 30,  1995 was audited by us,
and we  expressed  an  unqualified  opinion on it in our report dated August 12,
1995. We have not  performed any auditing  procedures on the balance sheet since
August 12, 1995.

                                               /s/ Mauriello, Franklin & LoBrace

January 29, 1996
<PAGE>
                         GENERAL MAGNAPLATE CORPORATION
                                       AND
                            WHOLLY-OWNED SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                     December 31,      June 30,
                                                         1995           1995
                                                     -----------     -----------
<S>                                                  <C>             <C>        
         ASSETS
         ------
Current assets:
  Cash and cash equivalents ....................     $   426,652     $   369,276
  Marketable securities (Note 1) ...............       4,149,718       4,128,758
  Accounts receivable--trade, net of
    allowance for doubtful accounts of
    $122,000 (June 30, 1995-$l06,000) ..........       l,354,579       1,328,954
  Inventories (Note 1) .........................         271,662         271,518
  Prepaid expenses .............................         148,218         170,141
  Other current assets .........................         226,585         292,814
                                                     -----------     -----------
      Total current assets .....................     $ 6,577,414     $ 6,561,461

Property, plant, and equipment, at
  cost, net of accumulated
  depreciation (Notes 1 and 2) .................       5,270,599       5,427,711

Cash surrender value of officers' life
  insurance, net ...............................         555,141         555,141

Note receivable - sale of land (Note 8) ........         235,000         235,000

Other assets (Note 3) ..........................         185,186         143,763
                                                     -----------     -----------
    Total assets ...............................     $12,823,340     $12,923,076
                                                     ===========     ===========
</TABLE>

              SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
<PAGE>
                         GENERAL MAGNAPLATE CORPORATION
                                       AND
                            WHOLLY-OWNED SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                  December 31,       June 30,
                                                      1995             1995
                                                  ------------     ------------
<S>                                               <C>               <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current liabilities:
  Note payable--bank (Note 4) ................    $       --       $    177,544
  Accounts payable ...........................         197,102          193,360
  Accrued liabilities (Note 6) ...............         545,679          644,593
  Corporate income taxes payable .............            --            187,504
                                                  ------------     ------------
    Total current liabilities ................    $    742,781      $ 1,203,001
                                                  ------------     ------------
Long-term liabilities:
  Rent security deposit ......................    $      7,877     $      7,877
  Accrued deferred compensation (Note 7) .....         901,968          810,000
                                                  ------------     ------------
    Total long-term liabilities ..............    $    909,845     $    817,877
                                                  ------------     ------------

    Total liabilities ........................    $  1,652,626     $  2,020,878
                                                  ------------     ------------
Stockholders' equity:
  Common stock--no par value
    Authorized--5,000,000 shares
    Issued and outstanding--2,691,474
    shares (June 30, 1995--2,744,013
    shares) ..................................    $    223,180     $    223,180
  Retained earnings ..........................      11,067,948       10,798,949
  Foreign currency translation adjustment
    (Note 1) .................................        (120,414)        (119,931)
                                                  ------------     ------------

    Total stockholders' equity ...............    $ 11,170,714     $ 10,902,198
                                                  ------------     ------------

    Total liabilities and
      stockholders' equity ...................    $ 12,823,340     $ 12,923,076
                                                  ============     ============
</TABLE>
                 SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
<PAGE>
                         GENERAL MAGNAPLATE CORPORATION
                                       AND
                            WHOLLY-OWNED SUBSIDIARIES

                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                       SIX MONTHS ENDED DECEMBER 31. 1995
<TABLE>
<CAPTION>
                                                                   Foreign
                                                                   Currency
                                      Common         Retained      Translation
                                      Stock          Earnings      Adjustment
                                   ------------    ------------    ------------ 
<S>                                <C>             <C>             <C>          
Balance,
   July 1, 1995 ................   $    223,180    $ 10,798,949    $   (119,931)

Add--net income ................            -0-         694,919             -0-

Add--foreign currency
   translation adjustment ......            -0-             -0-            (483)

Less--dividends paid ...........                       (137,330)

Less-purchase and retirement
   of 52,539 treasury shares ...            -0-        (288,590)            -0-
                                   ------------    ------------    ------------ 
Balance,
   December 31, 1995 ...........   $    223,180    $ 11,067,948    $   (120,414)
                                   ============    ============    ============ 

</TABLE>

                 SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
<PAGE>
                         GENERAL MAGNAPLATE CORPORATION
                                       AND
                            WHOLLY-OWNED SUBSIDIARIES

                       CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
                                       Six Months Ended                    Three Months Ended
                                          December 31,                         December 31,
                                ------------------------------        ------------------------------
                                   1995               1994                 1995               1994
                                -----------        -----------         -----------        -----------
<S>                             <C>                <C>                 <C>                <C>        
Gross revenue:
  Sales ................        $ 4,847,152        $ 4,633,451         $ 2,420,821        $ 2,405,003
  Royalty and license
    income .............            136,412             80,000              95,014             59,629
  Investment and other
    income, net (Note 1)            336,712            (13,778)            192,376           (199,944)
                                -----------        -----------         -----------        -----------
                                $ 5,320,276        $ 4,699,673         $ 2,708,211        $ 2,264,688
                                -----------        -----------         -----------        -----------
Costs and expenses:
  Cost of sales ........        $ 1,964,089        $ 1,921,240         $   977,520        $   966,003
  Selling and
    administration .....          1,955,878          1,741,154           1,019,771            857,207
  Depreciation and
    amortization .......            300,676            307,342             145,370            154,055
  Interest .............              5,414             21,274               1,286             10,782
                                -----------        -----------         -----------        -----------
                                $ 4,226,057        $ 3,991,010         $ 2,143,947        $ 1,988,047
                                -----------        -----------         -----------        -----------
Income before corporate
  income taxes .........        $ 1,094,219        $   708,663         $   564,264        $   276,641

Corporate income taxes
  (Notes 1 and 5) ......            399,300            271,000             204,900            111,800
                                -----------        -----------         -----------        -----------
Net income .............        $   694,919        $   437,663         $   359,364        $   164,841
                                ===========        ===========         ===========        ===========
Earnings per share
  (Note 1) .............        $       .25        $       .15         $       .13        $       .06
                                ===========        ===========         ===========        ===========

Weighted average shares
  outstanding ..........          2,731,770          2,947,716           2,720,884          2,939,237
                                  =========          =========           =========          =========
</TABLE>
                 SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
<PAGE>
                         GENERAL MAGNAPLATE CORPORATION
                                       AND
                            WHOLLY-OWNED SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                   SIX MONTHS ENDED DECEMBER 31, 1995 AND 1994
<TABLE>
<CAPTION>
                                                         1995           1994
                                                      ---------       ---------
<S>                                                   <C>             <C>
CASH FROM OPERATING ACTIVITIES:
  Net income ...................................      $ 694,919       $ 437,663
                                                      ---------       ---------
  Adjustments to reconcile net income to
   net cash provided by operating
   activities:
     Unrealized investment losses (income) .....    $   (97,771)         81,149
     Depreciation and amortization .............        300,676         307,342
     Deferred taxes ............................        (33,200)        (15,100)
     Accrued deferred compensation .............         91,968          54,000
     Foreign currency translation
       adjustment ..............................            483         (16,848)
     Allowance for doubtful accounts ...........         39,000          27,700
     Increase (decrease) in cash
      resulting from changes in current
      assets and liabilities:
        Accounts receivable ....................        (64,625)       (131,531)
        Inventories ............................           (144)            338
        Other current assets ...................         79,882          33,925
        Accounts payable and accrued
          liabilities ..........................        (95,172)        (16,896)
        Corporate income taxes payable .........       (187,504)        (26,398)
        Rent security deposit ..................           --             7,894
                                                    -----------     -----------
         Total adjustments .....................    $    33,593     $   305,575
                                                    -----------     -----------
    Net cash provided by
      operating activities .....................    $   728,512     $   743,238
                                                    -----------     -----------

CASH FROM INVESTING ACTIVITIES:
 Sales of (additions to) marketable
    securities .................................    $    76,811     $(1,124,317)
  Additions to property,
    plant, and equipment .......................       (141,107)       (197,935)
  Additions to patent costs
    and other assets ...........................         (3,376)         (1,595)
  Proceeds-cash value--life insurance ..........           --            24,766
                                                    -----------     -----------
    Net cash used in investing
      activities ...............................    $   (67,672)    $(1,299,081)
                                                    -----------     -----------
</TABLE>
                 SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
<PAGE>
                         GENERAL MAGNAPLATE CORPORATION
                                       AND
                            WHOLLY-OWNED SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                   SIX MONTHS ENDED DECEMBER 31, 1995 AND 1994
<TABLE>
<CAPTION>
                                                         1995           1994
                                                      ---------       ---------
<S>                                                   <C>             <C>

CASH FROM FINANCING ACTIVITIES:
  Reduction in long-term debt ..................    $  (177,544)    $   (39,650)
  Purchase and retirement of
   treasury shares .............................       (288,590)       (108,754)
  Dividends paid ...............................       (137,330)            -0-
                                                    -----------     -----------
    Net cash used in financing activities ......    $  (603,464)    $  (148,404)
                                                    -----------     -----------

INCREASE (DECREASE) IN CASH ....................    $    57,376     $  (704,247)
  Cash and cash equivalents, beginning .........        369,276       1,332,266
                                                    -----------     -----------
  Cash and cash equivalents, ending ............    $   426,652     $   628,019
                                                    ===========     ===========

Supplemental cash flow data:
  Interest paid ................................    $     5,414     $    21,274
  Income taxes paid ............................    $   563,920     $   413,274

</TABLE>
                 SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

<PAGE>
                         GENERAL MAGNAPLATE CORPORATION
                                      AND
                           WHOLLY-OWNED SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1--Summary of Significant Accounting Policies

Principles of Consolidation

        The consolidated  financial  statements  include the accounts of General
Magnaplate  Corporation  and  its  wholly-owned  subsidiaries;  accordingly  all
intercompany transactions and balances have been eliminated in consolidation.

Marketable Securities

        Effective July 1, 1994 marketable  securities are all considered trading
securities  and are reported at fair market value in accordance  with  Financial
Accounting  Standard 115 issued by the Financial  Accounting  Standards Board of
the American Institute of Certified Public Accountants.

        In prior years marketable securities were valued at the lower of cost or
market.  There is no effect on retained  earnings  from the change in accounting
principle.

Inventories

        Inventories  consist  principally  of  industrial  supplies  and plating
solutions  which are valued at the lower of FIFO cost or market and are included
in Cost of Sales.

Depreciation and Amortization

        Property,  plant and  equipment are stated at cost and  depreciation  is
provided on a straight line basis using estimated service lives of 3-5 years for
transportation equipment, 5-10 years for factory machinery and office equipment,
and 10-39  years for  buildings  and  building  improvements.  Expenditures  for
renewals and betterments are capitalized.  Items of identifiable  property which
are sold, retired, or otherwise disposed of are removed from the asset accounts,
and any gains or losses thereon are reflected in income.

        Patents and  trademarks  are  amortized on a straight line basis over 17
years, as the reasonable period of benefit.

Corporate Income Taxes

        Taxes are  provided  based on income  reported for  financial  statement
purposes,  including  deferred  taxes  which  are  principally  provided  due to
temporary differences between financial and tax reporting of certain revenue and
expense items.
<PAGE>
Company Earnings Per Share

        Earnings  per share of common  stock  have  been  computed  based on the
weighted average number of shares outstanding during the period.

Statement of Cash Flows

        For purposes of the statement of cash flows,  the Company  considers all
highly liquid debt instruments purchased with a maturity of three months or less
to be cash equivalents.

Foreign Currency Translation Adjustment

        Assets  and  liabilities  of the  subsidiary  operating  in  Canada  are
translated  into U.S.  dollars  using the exchange rate in effect at the balance
sheet date. Results of operations are translated using the average exchange rate
prevailing  throughout the period.  The effects of exchange rate fluctuations on
translating  foreign  currency  assets and  liabilities  into U.S.  dollars  are
included as part of the Foreign  Currency  Translation  Adjustment  component of
shareholders'  equity,  while gains and losses  resulting from foreign  currency
transactions are generally included in income.

Segment Information

        The Company is in one line of business. It provides synergistic coatings
and other related services to its customers' products.

<PAGE>
Note 2--Property, Plant and Equipment

        Property, plant and equipment are as follows:
<TABLE>
<CAPTION>
                                                   December 31,        June 30,
                                                       1995              1995
                                                   -----------       -----------
<S>                                                <C>               <C>        
Land .......................................       $   805,350       $   805,350
Buildings ..................................         3,366,208         3,366,208
Building improvements ......................         3,053,214         3,007,478
Factory machinery ..........................         5,129,050         5,064,890
Office equipment ...........................           835,786           822,687
Transportation equipment ...................           242,510           224,440
                                                   -----------       -----------
Total ......................................       $13,432,118       $13,291,053
Less--accumulated depreciation .............         8,161,519         7,863,342
                                                   -----------       -----------
Net ........................................       $ 5,270,599       $ 5,427,711
                                                   ===========       ===========
</TABLE>

Note 3--Other Assets

        Other assets are as follows:
<TABLE>
<CAPTION>
                                                      December 31,      June 30,
                                                          1995            1995
                                                        --------        --------
<S>                                                     <C>             <C>     
Patents and trademarks, at cost,
  net of accumulated amortization ..............        $ 32,511        $ 30,414
Unamortized deferred mortgage fees .............             -0-           1,178
Deferred income taxes ..........................         152,675         112,171
                                                        --------        --------
                                                        $185,186        $143,763
                                                        ========        ========
</TABLE>


<PAGE>
Note 4--Note Payable Bank

        This obligation is as follows:
<TABLE>
<CAPTION>
                                                              December 31,     June 30,
                                                                 1995           1995
                                                              ------------     --------
<S>                                                              <C>           <C>     
        Note payable Bank One, Racine, NA in the
original  amount of $260,000  secured by a first
mortgage  on Racine,  Wisconsin  real estate and
payable in equal monthly  installments of $2,955
commencing November 1, 1990 and continuing until
October 1, 1995 at which  time the note  balance
is due in  full.  Interest  is  computed  at the
bank's  base  lending  rate  plus .4% per  annum
subject  to a floor of 7% and a  ceiling  of 13%
per annum.  The note was paid off on October 29,
1995. ................................................           $ -0-         $177,544

                                                                               $177,544
Less--debt due within one year .......................             -0-          177,544
                                                                 -----         --------
Total long-term debt .................................           $ -0-         $    -0-
                                                                 =====         ========
</TABLE>

Note 5--Corporate Income Taxes

Components of corporate income taxes are as follows:
<TABLE>
<CAPTION>
                             Six Months Ended             Three Months Ended
                         ------------------------      ------------------------
                                December 31,                 December 31,
                         ------------------------      ------------------------
                            1995           1994           1995          1994
                         ---------      ---------      ---------      ---------
<S>                      <C>            <C>            <C>            <C>      
Current:
  Federal ..........     $ 385,600      $ 241,900      $ 199,900      $ 104,600
  State ............        46,900         44,200         21,600         14,301
  Foreign ..........           -0-            -0-            -0-            -0-
                         ---------      ---------      ---------      ---------
                         $ 432,500      $ 286,100      $ 221,500      $ 118,901
                         ---------      ---------      ---------      ---------
Deferred:
  Federal ..........     $ (25,400)     $ (11,700)     $ (12,500)     $  (5,500)
  State ............        (7,800)        (3,400)        (4,100)        (1,600)
  Foreign ..........           -0-            -0-            -0-            -0-
                         ---------      ---------      ---------      ---------
                         $ (33,200)     $ (15,100)     $ (16,600)     $  (7,100)
                         ---------      ---------      ---------      ---------
Total ..............     $ 399,300      $ 271,000      $ 204,900      $ 111,801
                         =========      =========      =========      =========
</TABLE>
<PAGE>
        A  reconciliation  of the provision for corporate  income taxes compared
with amounts computed at the US statutory tax rate is as follows:
<TABLE>
<CAPTION>
                                     Six Months Ended       Three Months Ended
                                   --------------------    --------------------
                                        December 31,           December 31.
                                   --------------------    --------------------
                                     1995        1994        1995        1994
                                   --------    --------    --------    --------
<S>                                <C>         <C>         <C>         <C>     
Based on U.S. ..................
  statutory federal
  tax rate .....................   $372,000    $240,900    $191,819    $ 94,013
Increase (decrease)
  in taxes resulting
  from:
    State taxes, net of
      federal tax benefit ......     25,800      24,700      11,544       6,131
    Non-deductible expenses ....      1,500       5,400       1,537      11,656
                                   --------    --------    --------    --------

        Total ..................   $399,300    $271,000    $204,900    $111,800
                                   ========    ========    ========    ========
        Effective tax
          rate .................       36.5%       38.3%       36.3%       40.4%
</TABLE>

        The Canadian subsidiary has available unused tax benefits in the form of
operating  loss  carryforwards  of $225,000 to reduce  future  Canadian  taxable
income.  These  carryforwards  principally expire in 1999 and 2002. Due to their
uncertainty of realization, these tax benefits have been reflected net of a 100%
valuation allowance.

<PAGE>
Note 6--Accrued Liabilities

        Accrued liabilities are as follows:
<TABLE>
<CAPTION>
                                                      December 31,      June 30,
                                                          1995            1995
                                                        --------        --------
<S>                                                     <C>             <C>     
Compensation ...................................        $283,365        $375,276
Payroll, sales, and property taxes .............          29,109          73,247
401-K plan contribution ........................          45,523          44,014
Environmental and other costs ..................         187,682         152,056
                                                         -------         -------
                                                        $545,679        $644,593
                                                        ========        ========
</TABLE>

Note 7--Employee Benefits

        The Company  maintains a 401(k)  savings plan which covers all full time
U.S. employees. The Company matches 50% of voluntary pretax employee participant
contributions  up to 4% of  compensation  as  well  as  providing  discretionary
contributions  based on compensation for all employees.  Employer  discretionary
contributions, which are forfeited due to employee termination prior to the full
seven year vesting period,  revert back to the Company.  Total expense under the
plan was $26,806 in 1995 and $25,292 in 1994.

        Pursuant to employment contracts and letter agreements with officers and
key employees,  the Company maintains non-qualified incentive compensation plans
which are based on the realization of pre-tax income and royalty  income.  Total
expense under these plans was $272,869 in 1995 and $145,594 in 1994.

        In  addition  the  Company  is  obligated  to  provide  a  non-qualified
retirement  pension to its chief executive officer.  Such obligation  provides a
monthly  benefit of $7,100 and is payable  for a period of fifteen  years to the
officer,  or to his wife in the event of his death.  The Company is accruing the
present  value of its  obligation  over the  active  term of  employment  of the
officer.

Note 8--Sale of Land to Related Party

        On June 30,  1995  the  Texas  real  estate  subsidiary  sold 7 acres of
unimproved land in Carrollton,  Texas to a limited  partnership  controlled by a
shareholder of the Company at an independently appraised price of $310,000.

        The  Company  received  cash of $75,000 in July 1995 and an  installment
note receivable of $235,000 secured by a deed of trust on the Texas real estate.
The note bears interest of 6.83% per annum collectible annually for three years.
Thereafter   the  note  shall  be  collected  in  (5)  equal  annual   principal
installments of $47,000  commencing  July 1, 1999 with the final  collection due
July 1, 2004 plus interest of 6.83% per annum.

Note 9--Significant Risks and Uncertainties

Nature of Operations and Customer Concentration

        General  Magnaplate  Corporation  is  engaged in  providing  synergistic
coatings and other related services to its customers'  products from five plants
located in the United States and Canada.

Use of Estimates in the Preparation of Financial Statements

        The  preparation  of financial  statements in conformity  with generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect the  reported  amounts of assets and  liabilities  and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting periods. Actual results could differ from those estimates.

Certain Significant Estimates

A. Litigation

        In April, 1991, a claim was served on the Canadian  subsidiary,  General
Magnaplate  Canada,   Ltd.,  by  Dynasurf   International,   Inc.  for  $170,000
representing  the unpaid  contract  liability for the net assets acquired by the
Canadian  subsidiary from the sellers,  Carrigan  Industries,  Ltd. and Dynasurf
International, Inc. on January 2, 1990.

        The  Subsidiary  has filed a counterclaim  for  environmental  and other
costs   incurred   which   resulted  from  the  seller  not  resolving   certain
environmental  issues  warranted  in  the  contract  of  purchase.   Further,  a
shareholder of Dynasurf International, Inc. has also filed a claim for breach of
oral contract of employment  for $162,000  which the Company has denied in their
related statement of defense.

        It is the opinion of  management  that the ultimate  resolution  of both
claims will not have a  materially  adverse  effect on the  Company's  financial
statements.

B. Environmental

        The Company is subject to extensive  U.S. and Canadian  federal,  state,
provincial and local  environmental laws and regulations.  These laws, which are
constantly  changing,  regulate the storage and discharge of chemical  materials
into the  environment.  The Company has  received  various  communications  from
regulatory  authorities  concerning certain  environmental  matters and believes
that the costs of these  matters  are not  reasonably  likely to have a material
adverse effect on the Company's  consolidated  financial  condition,  results of
operations, or liquidity.

Concentrations of Credit Risk

        The Company's  financial  instruments that are exposed to concentrations
of credit risk consist  primarily of its cash,  marketable  securities and trade
receivables.

        The  Company's  cash  and  marketable  securities  are  in  high-quality
securities  placed  with a wide  array of  institutions  with  high  credit  and
investment  ratings.  This  investment  policy limits the Company's  exposure to
concentrations of credit risk.

        The trade  receivable  balances,  reflecting  the Company's  diversified
sources of revenue,  are dispersed across many different  geographic areas. As a
consequence,  concentrations  of credit risk are limited.  The Company routinely
assesses the financial  strength of its customers and generally does not require
collateral to support its credit sales.

Note 10--Related Party Transactions

        The Company was charged  legal and computer  consulting  services by two
outside  directors of the Company in the ordinary course of business as follows:
1995 - $17,470 and 1994 - $32,389.

Note 11--Financial Instruments

Cash and Cash  Equivalents--The  carrying amount approximates fair value because
of the short maturity of those instruments.

Marketable  Securities--The carrying amount approximates fair value because such
securities are valued based on market quotes.

Note  Receivable - Sale of Land--The  carrying  amount  approximates  fair value
because of similar  rates on issues  offered  to the  Corporation  under some or
similar provisions.

Accrued  Deferred  Compensation--The  carrying  amount  approximates  fair value
because such liability is being valued based on current market values.
<PAGE>
      Item 2A - Management's Discussion and Analysis of Financial Position:

Financial Condition
Liquidity and Capital Resources
Six-Months ended December 1995

        Cash  and cash  equivalents  increased  $57,376  from  June 30,  1995 to
December  31,  1995.  For the  period,  $728,512  net cash was  provided  by the
operating activities,  $67,672 was used by investing activities and $603,464 was
used by  financing  activities.  During the past six  months,  the  registrant's
investment activities were comprised of $141,107 used for additions to property,
plant and equipment,  $3,376 used for additions to patent costs and other assets
and $76,811  provided by sales of marketable  securities.  The $603,464 used for
financing  activities was made up of a reduction of long-term debt in the amount
of $177,544,  $288,590 for the purchase  and  retirement  of treasury  stock and
$137,330 used for payment of dividends.

        Working  capital of $5,834,633  increased  $476,173 or 9% during the six
months and the working capital ratio increased to 8.86 to 1 from 5.45 to 1 as of
June 30, 1995.

        Stockholders'  equity per share  December 31, 1995 increased 6% to $4.15
per share compared with $3.93 per share June 30, 1995. Board  authorization  has
also been made to repurchase up to $1,500,000 of GMCC stock.  During the current
period  52,539  shares held in the treasury at the cost of $288,590 were retired
and canceled.

        Management   believes  that  internal  cash  flow  and/or  incomes  from
marketable  securities  are  expected  to be  sufficient  to provide the capital
resources  necessary to support future  operating needs, and does not anticipate
any material  expenditures  that will have a  significant  impact on future cash
flows.

    Item 2B - Management's Discussion and Analysis of Results of Operations:

         Quarter --- December 31, 1995 compared with December 31. 1994

        Sales increased this quarter as reflected in the current period sales of
$2,420,821  by $15,818  or .6% from the same  quarter  last  year.  Sales at all
locations  continue  to  increase  over last year and  management  expects  this
positive  trend  to  continue  through  the  remainder  of the  year.  With  the
continuing  sales growth at our Wisconsin  facility and the need for  expansion,
construction  of additional  space to the plant is now  underway.  Completion is
expected  in the  spring of 1996.  In  keeping  with our  progressive  marketing
attitude,  Magnaplate plans to reach a broader  industrial market base, by going
"on-line"  with  the  inception  of it's  "home  page"  on the  World  Wide  Web
(http://www.magnaplate.com).

        Royalty  income and  investment  and other  income for this  quarter was
$287,390  compared with $(140,315) from last year's second quarter.  The $35,385
increase in royalty income is a direct result of continuing  economic  growth in
Europe and the addition of new licenses  with existing  licensees.  Negotiations
are continually taking place regarding potential new licensees around the world.
The  $392,320  increase in  investment  and other  income is  attributable  to a
stronger  market and our switch to high yield fixed  income  investments  in our
portfolio. Management believes the investment portfolio to be sound, diversified
and less susceptible to extreme market fluctuations while providing dividend and
interest income.

        Reflecting the above,  gross revenue for the latest quarter of this year
of $2,708,211 increased $443,523 or 20% from the same quarter last year.

        Total costs and  expenses  were  $2,143,947  in the second  quarter,  an
increase of  $155,900  or 8% from the same  quarter  last year.  Management  has
successfully  stabilized costs in direct  proportion to revenue and continues to
monitor spending.

        Income before  corporate income taxes was $564,264 in this year's second
quarter,  an increase of  $287,623  or 105% from the  $276,641  achieved in last
year's second quarter. Corporate income taxes and the effective tax rate in this
year's second quarter were $204,900 and 36% respectively, compared with $111,800
and 40% in the second quarter of last year.

        Based on the above, net income of $359,364 increased by $194,523 or 118%
in the second  quarter of this year from the  $164,841  achieved  in last year's
second quarter.

        Earnings  per share were up 116.7 % in this year's  second  quarter ( or
$.13 compared to $.06 in last year's second  quarter).  During the current three
month  period  45,389  shares of  treasury  stock  were  retired  and  canceled,
resulting in a weighted average of outstanding  2,720,884  compared to 2,939,237
for the same period last year.

       Six Months --- December 31. 1995 compared with December 31, 1994:

        Gross revenue for this year's first six months of  $5,320,276  increased
$620,603 over last year.

        Total  costs  and  expenses  for  the  current  six  month  period  were
$4,226,057  an increase of $235,047  or 6% from last year.  As a  percentage  of
gross  revenue,  total costs and  expenses  in 1995 were 79%  compared to 85% in
1994.  Cost of Sales as a percentage  of gross revenue for the latest six months
decreased  to 37%  from 41 % in the  same  period  of  last  year.  Selling  and
administration  remained  the same at 37 % of gross  revenue.  Depreciation  and
amortization  decreased  to 6% of gross  revenue this year  compared  with 7% in
1994.  Interest  expense in the current year  decreased to .1 % of gross revenue
compared to .4% last year.

        As a result of the above, gross income before corporate income taxes for
the first six months of this year was $1,094,219, an increase of $385,556 or 54%
from last year.

        Corporate  income taxes in this year's  first six months were  $399,300,
compared  to $271,000  for the  comparable  period of last year,  an increase of
$128,300 or 47%. As detailed in note 5, this year's  effective  tax rate was 36%
compared with 38% last year.

        As a result of the above,  net income of $694,919 this year was $257,256
or 58.8% more than the $437,663 achieved last year. Earnings per share were $.25
this year,  compared  with $.15 a share last year an  increase  of $.10 or 67% .
During the six month  period  52,539  shares of treasury  stock were retired and
canceled,  resulting in a weighted average this year of 2,731,770  compared with
2,947,716 in 1994.

        Management believes the existing legal matters, as detailed in note 9 to
the consolidated financial statements, will have no significant impact on future
earnings.

        The  Russian  joint  venture  is on hold  pending  financing  from world
banking sources which are still under consideration.

        Discussions  continue  with  principals  in Beijing,  China  regarding a
future joint ventures throughout mainland China.

        No other  significant  financial  matters are expected in future  months
that will have an adverse impact on earnings.
<PAGE>
                                   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.

                                                  GENERAL MAGNAPLATE CORPORATION
                                                  ------------------------------
                                                           (Registrant)

DATE 

/s/Candida C. Aversenti
-----------------------------
Candida C. Aversenti
President


DATE

/s/Susan E. Neri
-----------------------------
/s/Susan E. Neri
Chief Accounting Officer

<PAGE>
                       MINUTES OF THE 1995 ANNUAL MEETING

                               OF SHAREHOLDERS OF

                         GENERAL MAGNAPLATE CORPORATION

        The Annual Meeting of the Shareholders of General Magnaplate Corporation
was held at the offices of the Company at 1331 U.S. Route 1, Linden, New Jersey,
on November 8, 1995 at 2:00 p.m., E.S.T., pursuant to due notice.

        Mrs. Candida C. Aversenti,  President of the Company,  presided as Chair
of the Meeting, and Mr. Edmund V. Aversenti served as Secretary of the Meeting.

        The Chair  introduced  those  Officers and  Directors of the Company who
were present.

        At the  request  of the Chair,  the  Secretary  presented  a copy of the
Annual  Report,  the  Notice of Annual  Meeting of  Shareholders,  and the Proxy
Statement and Proxy Card,  together with an Affidavit of Ms. Valerie Corigliano,
a  secretary  of the  Corporation,  duly sworn as to the  mailing on October 12,
1995, of such Annual Report,  the Notice of Annual Meeting of Shareholders,  and
the Proxy Statement and Proxy Card for such Meeting, to each holder of record of
the Common  Stock of the Company as of the close of business on October 6, 1996,
as shown by the records maintained by Registrar and Transfer Company,  Cranford,
New Jersey.

        Upon  motion duly made by Mr. H.  Levin,  seconded by Mr. W. Alina,  and
unanimously  carried,  the  reading of the Annual  Report,  the Notice of Annual
Meeting of Shareholders, the Proxy Statement and Proxy Card and the Affidavit of
Mailing thereof,  was waived. The Secretary was instructed to file the Affidavit
and annexed exhibits with the Minutes of the Meeting.

        The Chair requested the Secretary to report the number of shares present
in person and by proxy.  The Secretary  submitted a list of holders of record of
the Common  Stock of the Company as of the close of business on October 6, 1995,
prepared and certified by Registrar and Transfer Company,  Cranford, New Jersey,
Transfer Agent for the Company, and stated the list would remain open during the
Meeting for  inspection by any  interested  shareholder.  He reported that there
were present,  in person and by proxy, the holders of 2,535,781 shares of Common
Stock out of 2,736,863  shares of the Company's stock  outstanding as of October
6, 1995. The Secretary  declared that not only was a quorum  present,  but noted
that an extraordinary number, almost 93 %, of the shareholders had responded and
were  present  in person  or by proxy,  whereupon  the Chair  declared  that the
Meeting was open for the conduct of business.

        The Chair stated that extra copies of the Annual Report to  Shareholders
of the Company for the fiscal year  ending June 30,  1995,  including  financial
statements  audited by Mauriello,  Franklin & Lo Brace,  filed on Form 10-K with
the  Securities  and  Exchange  Commission,  as well as other  printed  material
concerning  products and services of the Company,  were  available for those who
wished to examine same.

        The Chair  stated that the next order of business was the reading of the
Minutes of the last (1994) Annual Meeting of the Shareholders.  Upon motion made
by Mr. W. Alina,  seconded by Mr. J.  Wallwork,  and  unanimously  carried,  the
reading of the Minutes of the 1994 Annual Meeting of Shareholders was waived.
<PAGE>
        The Chair announced the appointment of Ms. Susan DeFalco and Ms. Valerie
Corigliano as Inspectors of Election. The Inspectors of Election delivered their
Oath of Office,  which Oath of Office and Certificate  thereof was ordered filed
with the Minutes of the  Meeting.  The list of  shareholders  of the Company was
delivered to the Inspectors of Election, and the Chair asked all persons present
who  were  shareholders  of the  Company  and who had not  sent in a  proxy,  to
identify  themselves to the Inspectors of Election,  and if they did not wish to
vote in person,  there  were extra  proxies on hand which they could fill in and
give to the Inspectors of Election.

        The Chair then stated that the first item of business  was the  election
 of Seven (7) persons to serve as  Directors  of the  Company.  Upon Motion duly
 made by Mr. W Alina,  and seconded by Mr. L.  Campbell,  the following  persons
 were  nominated  to serve as  Directors  of the  Company  until the next Annual
 Meeting of Shareholders,  and until their successors shall be elected and shall
 qualify:

        S. Thomas Aitken                Harold F. Levin
        Candida C. Aversenti            Edward A. Partenope Jr.
        Edmund V. Aversenti, Jr.        James H. Wallwork
        Charles P. Covino

        The Chair called for any further  nominations and, there being none, and
the nominees having accepted their  nomination,  upon motion duly made by Mr. L.
Lentz, and seconded by Mr. H. Levin, and unanimously  carried,  nominations were
closed.

        The ballots were  submitted  to the  Inspectors  of Election.  After the
Ballots were  tabulated,  the  Inspectors of Election  reported to the Secretary
that the result of the vote taken at such Meeting was as follows:

<TABLE>
<CAPTION>
No. of Shares Voting By Proxy                  For          Against      Abstain
--------------------------------------------------------------------------------
<S>                                         <C>               <C>        <C>   
S. Thomas Aitken                            2,532,509         972          2300
Candida C. Aversenti                        2,532,485         996          2300
Edmund V. Aversenti, Jr.                    2,525,985         996          8800
Charles P. Covino                           2,532,509         972          2300
Harold F. Levin                             2,522,485         996        12,300
Edward A. Partenope, Jr.                    2,532,485         996          2300
James H. Wallwork                           2,532,485         996          2300
</TABLE>

        The Inspectors of Election also reported to the Secretary that no shares
had been voted in person in favor of or in opposition to the nominees,  and that
no shares had been voted for any person other than the  nominees.  The Report of
the Inspectors of Election was ordered filed with these Minutes.

        The  Secretary  reported  the  results  to the  Meeting,  and the  chair
thereupon  announced  that the  Seven  (7)  persons  nominated  had  received  a
plurality of the votes cast at the Meeting and had been duly  elected  Directors
of the Company to hold office until the 1996 Annual Meeting of  Shareholders  in
accordance with the By-Laws and to serve until their successors shall be elected
and  shall  qualify.  The  Chair  stated  that the  next  item of  business  was
ratification  of the  selection of the  Company's  independent  auditors for the
fiscal year ending June 30, 1996, adding that Mauriello,  Franklin & Lo Brace of
Springfield,  New Jersey had served as the Company's independent auditors nearly
thirty years,  and for the fiscal year ended June 30, 1995.  She indicated  that
the Board of Directors had selected the same firm as the  Company's  independent
auditors for the current fiscal year, subject to the vote of the shareholders. A
motion was then duly made by Mr. W. Alina,  and seconded by Mr. T.  Aitken,  for
confirmation of the selection of Mauriello, Franklin & Lo Brace as the Company's
independent auditors for the current fiscal year ending June 30, 1996.

        Balloting  for  the  confirmation  of the  selection  of  the  Company's
independent  auditors then took place, after which the ballots were submitted to
the Inspectors of Election.  After the ballots were tabulated, the Inspectors of
Election reported to the Secretary that 2,531,809 shares had been voted by proxy
in favor of the  selection  of the  Company's  independent  auditors,  that 1372
shares had been voted  against,  and that 2600 shares had voted to abstain.  The
Inspectors of Election  also  reported to the Secretary  that no shares had been
voted in person in favor of or in opposition to the selection. The Report of the
Inspectors of Election was ordered filed with these minutes.

        The Secretary  reported the vote and the Chair thereupon  announced that
Mauriello,  Franklin & Lo Brace having received a plurality of the votes cast at
the Meeting,  had been duly elected and confirmed as the  Company's  independent
auditors for the current fiscal year ending June 30, 1996.

        The Chair  stated  that Mr.  Joseph  Franklin,  a member  of  Mauriello,
Franklin & Lo Brace was present at the Meeting and was  available  to respond to
appropriate questions.

        There being no questions  asked or matters to be  considered,  the Chair
stated she wished to thank all those  present for  attending  the  meeting,  the
shareholders  for  their  confidence  in the  Company  and  its  officials,  and
particularly  all the  officers,  staff,  and employees of the Company for their
loyal support.

        The Chair then  proposed  that she would  entertain a motion to adjourn,
for which a motion was made by Mr. T.  Aitken,  seconded by Mr. J.  Wallwork and
unanimously carried.

        The Chair then declared the Annual  Meeting of  Shareholders  officially
adjourned.
<PAGE>
                           [GRAPHIC -- COMPANY LOGO]

                                 MAGNAPLATE NEWS

1331 U.S. Route #1
Linden, New Jersey 07036
Telephone: 908-862-6200
Fax: 908-862-6110

FOR IMMEDIATE RELEASE

February 8, 1996

                     GENERAL MAGNAPLATE CORPORATION (GMCC)
                        Six Month Report To Stockholders
                               December 31, 1995

        Financial results for the past six months are a direct reflection of the
global  economic  upswing.  Earnings per share increased by 67% when compared to
the similar six month period last year. Total revenues  increased by $620,603 to
$5,320,276  -- a 13%  increase  for this  period.  Net income  increased by 59%,
resulting in earnings per share of $0.25, an increase of $0.10 compared to $0.15
per share for the same period last year. Current working capital ratio increased
to 8.86 to 1 from 5.45 to 1 as of June 30, 1995.

        The Board of  Directors  has  declared a  dividend  of $.05 per share to
stockholders   of  record   February  23,  payable  on  March  8,  1996.   Board
authorization  has also been made to  repurchase up to $1,500,000 of GMCC stock,
and 52,539  shares have been  purchased  during this period.  Current book value
increased from $4.06 to $4.15 for the similar period last year.

        The  nomination  of our  Hi-T-Lube  process  into the  "Guiness  Book of
Records" for 1996 was a high point in this past year's accomplishments.  We have
received  nationwide  acclaim  for this  award,  having  replaced  Teflon as the
world's most slippery solid.

<PAGE>

<TABLE>
<CAPTION>
       Condensed Statement of Income Six Months Ending December 31, 1995
       -----------------------------------------------------------------

                                                     1995                1994
                                                  ----------          ----------
<S>                                               <C>                 <C>       
Gross Revenue ..........................          $5,320,276          $4,699,673
Income Before Taxes ....................           1,094,219             708,663
Net Income .............................             694,919             437,663
Earnings Per Share .....................          $     0.25          $     0.15

<CAPTION>
    Condensed Statement of Income for Three Months Ending December 31, 1995
    -----------------------------------------------------------------------

                                                     1995                1994
                                                  ----------          ----------
<S>                                               <C>                 <C>       
Gross Revenue ..........................          $2,708,211          $2,264,688
Income Before Taxes ....................             564,264             276,641
Net Income .............................             359,364             164,841
Earnings Per Share .....................          $     0.13          $     0.06
</TABLE>