UNITED STATES
                                
               SECURITIES AND EXCHANGE COMMISSION
                                
                     Washington, D. C. 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, 1996

                               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 2-14850


                        DEVON GROUP, INC.
     (Exact name of registrant as specified in its charter)
                                
                                
      Delaware                                03-0212800
(State of Incorporation)           (I.R.S. Employer Identification No.)


 281 Tresser Boulevard, Suite 501, Stamford, Connecticut 06901-3227
            (Address of principal executive offices)
                                
                                
Registrant's telephone number, including area code     (203) 964-1444
                                
                                
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 practicable date.

       Class                       Outstanding as of February 11, 1997

     Common Stock                            7,283,817
<PAGE>
<TABLE>
                             PART I
                                
                  Item 1 - Financial Statements
                                
                        DEVON GROUP, INC.
           Condensed Consolidated Statements of Income
                           (Unaudited)
                                
              (in thousands, except per share data)
<CAPTION>
                                
                                
                                 For the Three Months    For the Nine Months
                                  Ended December 31,      Ended December 31,

                                    1996     1995           1996      1995


<S>                              <C>      <C>            <C>       <C>
Sales                            $ 70,047 $ 66,112       $ 200,990 $ 189,342
Operating costs and expenses:
 Cost of sales                     43,864   40,482         124,352   111,668
 Selling, general, and
   administrative                  16,666   15,477          49,748    46,489
Income from operations              9,517   10,153          26,890    31,185

Interest income (expense), net        181      169             648       474
Other income, net                     460      347           1,070     1,133

Income before income taxes         10,158   10,669          28,608    32,792
Provision for income taxes          4,063    4,321          11,443    13,281

Net income                       $  6,095 $  6,348       $  17,165 $  19,511


Net income per common share      $    .83 $    .86       $    2.32 $    2.66


Average common shares outstanding   7,378    7,375           7,386     7,327
</TABLE>












See accompanying notes to condensed consolidated financial statements.
<PAGE>
<TABLE>

                        DEVON GROUP, INC.
              Condensed Consolidated Balance Sheets
           As of December 31, 1996 and March 31, 1996
         (in thousands, except share and per share data)
                                
                                                December 31, March 31,
Assets                                              1996       1996
                                                (Unaudited)


<S>                                               <C>        <C>
Current Assets:
 Cash and cash equivalents                        $ 22,084   $ 27,749
 Receivables, less allowance for doubtful
  accounts of $2,276 at December 31, 1996
  and $2,477 at March 31, 1996                      54,382     39,629
 Inventories, at lower of cost or market:
  Raw materials                                      2,005      2,726
  Work-in-process                                   17,086     15,115
  Finished goods                                     2,889      2,486
   Total inventories                                21,980     20,327
 Deferred income tax benefit                         3,430      3,430
 Prepaid expenses and other current assets           5,957      6,079
   Total current assets                            107,833     97,214

Property, plant, and equipment, net                 53,379     51,522
Deferred charges and other assets                    1,932      1,111
Excess of cost over fair value of net         
   assets acquired                                   6,635      6,579
                                                  $169,779   $156,426

Liabilities and Stockholders' Equity

Current Liabilities:
 Current installments of long-term debt           $    110   $    110
 Accounts payable                                    7,492      9,439
 Accrued expenses                                   12,112      9,963
 Accrued compensation                                9,510      9,493
 Income taxes                                        1,523      1,634
   Total current liabilities                        30,747     30,639

Long-term debt, excluding current installments       1,951      2,003
Deferred and other compensation                      6,417      6,413
Deferred income taxes                                4,413      4,413

Stockholders' equity:
 Common Stock, $0.01 par value.  Authorized
  30,000,000 shares; issued 8,379,317 shares at 
  December 31, 1996 and 8,304,317 shares at    
  March 31, 1996                                        84         83
 Additional paid-in capital                         34,991     34,538
 Retained earnings                                 108,171     91,006
                                                   143,246    125,627

 Less: Shares of common stock held in treasury,
       at cost; 1,099,500 at December 31, 1996
       and 925,000 at March 31, 1996               (16,995)   (12,669)
   Total stockholders' equity                      126,251    112,958
                                                  $169,779   $156,426
</TABLE>

See accompanying notes to condensed consolidated financial statements.
<PAGE>
<TABLE>
                                
                        DEVON GROUP, INC.
         Condensed Consolidated Statements of Cash Flows
      For the nine months ended December 31, 1996 and 1995
                           (Unaudited)
                                
                         (in thousands)
                                
                                
                                
                                                          1996     1995

<S>                                                    <C>       <C>
Net cash provided by operating activities              $  9,050  $13,976

Cash flows from investing activities:
  Capital expenditures                                  (10,391)  (5,594)
  Payments for purchases of subsidiaries, net of
     cash acquired                                         (400)  (3,892)
Net cash used in investing activities                   (10,791)  (9,486)

Cash flows from financing activities:
  Payments of long-term debt                                (52)    (260)
  Proceeds from the exercise of stock options and other     454      794
  Purchase of treasury stock                             (4,326)  (1,294)
Net cash used in financing activities                    (3,924)    (760)

Net increase (decrease) in cash and cash equivalents     (5,665)   3,730
Cash and cash equivalents, beginning of period           27,749   16,965

Cash and cash equivalents, end of period                $22,084  $20,695
</TABLE>















See accompanying notes to condensed consolidated financial statements.
<PAGE>

                        DEVON GROUP, INC.
      Notes to Condensed Consolidated Financial Statements
                        December 31, 1996
                           (Unaudited)
                                
                                
(1)   The condensed consolidated financial statements reflect the
      operations of the Company and its subsidiaries, all of
      which are wholly-owned except for Portal Aird Publications
      Pty. Ltd. ("Portal Aird").  All significant intercompany
      transactions have been eliminated in consolidation.  In the
      opinion of management, all adjustments, consisting only of
      normal recurring adjustments necessary for a fair
      presentation of the results for the unaudited periods, have
      been included.  Results of operations for the periods
      included in the report are not necessarily indicative of
      the results for the full year.

      Reference should be made to the "Annual Report of
      Corporation Form 10-K" for the fiscal year ended March 31,
      1996 (including its notes to consolidated financial
      statements) filed with the Securities and Exchange Commission.
      
(2)   Net income per common share is computed on the basis of the
      weighted average number of common shares outstanding during
      the three- and nine-month periods ended December 31, 1996
      and 1995.  Options outstanding were not included in the
      1996 or 1995 computations of net income per share as their
      effect was not material.

(3)   For purposes of the Statements of Cash Flows, the Company
      considers all short-term investments to be cash equivalents
      since the investments are highly liquid with maturities of
      three months or less.

(4)   Property, plant, and equipment is net of accumulated
      depreciation of $83,780,000 and $77,175,000 at December 31,
      1996 and March 31, 1996, respectively.

(5)   Effective July 31, 1995, the Company acquired Proof
      Positive/Farrowlyne Associates, Inc. (PP/FA) for $4,000,000 in cash
      and contingent consideration predicated on future earnings
      of which $400,000 has been earned and paid to date.
      Located in Evanston, Illinois, PP/FA is a provider of
      editorial and creative services to the publishing industry,
      primarily in the educational sector.  The excess of the purchase
      price over the fair value of net assets acquired was
      $3,770,000 including the additional contingent
      consideration.  Nobart, Inc., acquired effective March 1,
      1996, is a full-service design, art, photography, and
      production studio located in Chicago, Illinois.  The
      purchase price of $1,217,000 was equal to the net book
      value of assets acquired.

(6)   In March 1995, the Company's Board of Directors authorized
      the purchase of up to 700,000 shares of its outstanding
      common stock in the open market from time to time.  During
      the nine-month periods ended December 31, 1996 and 1995,
      under this authorization, 174,500 and 50,000 shares,
      respectively, were repurchased.
<PAGE>

Item 2 - Management's Discussion and Analysis of Financial Condition and
         Results of Operations
      
      
Results of Operations

Sales:

Consolidated   sales   increased   $3,935,000,   or   6.0%,   and
$11,648,000, or 6.2%, for the three- and nine-month periods ended
December 31, 1996.  For the three-month period revenues increased
in  the  pre-press and publishing subsidiary while  the  magazine
printing business experienced a slight decline.  The increase for
the nine-month period ended December 31, 1996 reflects growth  at
each of the Company's subsidiaries.

Pre-press

Revenues for Black Dot Group increased $1,766,000, or 4.9%, and
$6,195,000, or 6.6%, respectively, for the three- and nine-month
periods ended December 31, 1996.  Revenues for the three-month
period increased primarily due to creative pre-press work for new
retail advertising accounts, increased creative work for textbook
publishers, incremental volume from Nobart, and additional work
for Kmart, all of which combined to offset lower Sears revenues.
For the nine-months ended December 31, 1996, the increase versus
the prior year period reflects new retail advertising accounts,
incremental revenues from Nobart and PP/FA, and sales from the
Company's developing multimedia business.  Partially offsetting
these factors were reductions in billings to Sears and Kmart
reflecting price reductions included in the five-year contract
extensions.

Publishing

Devon Publishing Group's sales increased $2,370,000, or 14.5%,
and $4,539,000, or 8.3%, for the three- and nine-month periods
ended December 31, 1996, reflecting increased revenues at each of
its businesses.  At Portal, sales of cards were again especially
strong reflecting the success of the Geddes imagery and
incremental Boynton revenues, while revenues for the three-month
period also benefited from the addition of die-cut postcards and
photo albums to Portal's product offerings.  At The Winn Devon
Art Group, an increase in revenues from the upscale Devon
Editions poster line was partially offset by reduced framing
revenues.

Printing

Sales at Graftek Press, Inc. decreased $201,000, or 1.5%, for the
three-month period and increased $914,000, or 2.2%, for the nine-
month period ended December 31, 1996 versus the comparable prior
year periods.  For both periods, value-added sales (which exclude
paper) were up 6.5% and 6.0%, respectively, primarily due to
increased commercial printing revenues and work for catalog
publishers.

Gross Profit:

Gross profit as a percentage of sales was 37.4%, and 38.1%,
respectively, for the three- and nine-month periods ended
December 31, 1996 versus 38.8%, and 41.0%, for the comparable
prior year periods.  For the three-month period ended December
31, 1996, the decrease was primarily due to a reduction at the
pre-press subsidiary partially offset by improvements at the
publishing and magazine printing businesses.  In the pre-press
subsidiary, the decrease was primarily due to increased labor
<PAGE>

costs associated with the transition of Nobart into the Black Dot
Group, higher outside service costs related to new retail
advertising customers, further development of the interactive
multimedia business, and the effects of the Sears and Kmart price
concessions.  The improvements in the publishing and magazine
printing businesses were primarily due to reduced material costs.
For the nine-month period, a decrease in gross profit margin at
the pre-press subsidiary was partially offset by an improvement
in the magazine printing business, while the gross profit margin
in the publishing subsidiary remained in line with the prior year
period.  In the pre-press subsidiary the decline was due to the
aforementioned factors.  At the printing business, lower material
costs contributed to its margin improvement.

Selling, General, and Administrative Expenses:

Selling, general, and administrative expenses as a percentage of
sales were 23.8%, and 24.8%, respectively, for the three- and
nine-month periods ended December 31, 1996 versus 23.4% and 24.6%
for the comparable prior year periods.  For the quarter, the
increase is primarily the result of higher royalties in the
publishing subsidiary, reflecting the popularity of Geddes and
Boynton, and higher costs in the pre-press subsidiary
attributable to the fiscal 1996 acquisition of Nobart and PP/FA
which were partially offset by a reduction in incentive-based
compensation expenses at the pre-press subsidiary.  For the nine-
month period ended December 31, 1996, the modest increase is
primarily due to the aforementioned royalties at the publishing
subsidiary.

Interest Income (Expense):

Net interest income increased $12,000 and $174,000, respectively,
for the three- and nine-month periods ended December 31, 1996
reflecting an increase in the level of average short-term
investments over the prior year periods.

Income Taxes:

The effective income tax rate was 40.0% for the three- and nine-
month periods ended December 31, 1996 versus 40.5% for the prior
year periods.

Net Income:

As a result of the foregoing, net income per share decreased
$.03, or 3.5%, and $.34, or 12.8%, respectively, versus the prior
year three- and nine-month periods.

Liquidity and Capital Resources

During the nine-month period ended December 31, 1996, cash
provided by operating activities was $9,050,000, versus
$13,976,000, for the prior year period.  The change reflects a
$2,346,000 decrease in net income versus the prior year period as
well as a $2,585,000 increase in working capital requirements.
The increased working capital requirements were primarily due to
higher inventory levels in the pre-press business as its customer
base expands and higher levels of accounts receivable in the
publishing business attributable to increased sales volume and
the timing of payments.  These factors were partially offset by a
decrease in accounts receivable in the printing subsidiary which
is also attributable to the timing of payments received in fiscal
1997.  For the nine-month period ended December 31, 1996, cash
provided by operating activities and short-term investments were
used for capital expenditures and the purchase of treasury stock.
<PAGE>

For the nine-month period ended December 31, 1995, cash from
operating activities was used for capital expenditures, the
purchase of treasury stock, and the acquisition of PP/FA.

Recently Issued Financial Accounting Standards

Statement of Financial Accounting Standards (SFAS) No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-
Lived Assets to be Disposed Of" requires that long-lived assets
and certain intangible assets to be held and used by the Company
be reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount may not be
recoverable.  SFAS No. 121 further requires that assets in this
category to be disposed of be reported at the lower of carrying
amount or fair value less cost to sell.  The Company will be
required to adopt SFAS No. 121 for its fiscal year ending March
31, 1997, however, it is not expected that such adoption will
have a material impact on the Company's financial position or
results of operations.

In October 1995, Statement of Financial Accounting Standards
(SFAS) No. 123, "Accounting for Stock-Based Compensation", was
issued.  The Company currently does not plan to change its method
of accounting for stock-based compensation; however, SFAS No. 123
will require additional footnote disclosure relating to the
effect of using a fair value-based method of accounting for stock-
based compensation costs for its fiscal year ending March 31, 1997.
<PAGE>

                        DEVON GROUP, INC.
                                
                   PART II - OTHER INFORMATION
                                
                                
Item 1.  Legal Proceedings.

     The Company, in the ordinary course of business, is
     contingently liable on pending lawsuits and claims.  Based
     upon advice from legal counsel, these pending items are not
     expected to have a material effect on the Company's
     consolidated financial position or results of operations.
    
Item 2.  Changes in Securities.

     None.
    
Item 3.  Defaults Upon Senior Securities.

     None.
    
Item 4.  Submission of Matters to a Vote of Security Holders.

     None.

Item 5.  Other Information.

     None.

Item 6.  Exhibits and Reports on Form 8-K.

     a.  Exhibits.

     None.
    
     b.  Reports on Form 8-K.
    
     None.
<PAGE>
                                
                                
                            SIGNATURE
                                
                                
                                
                                
                                
                                
                                
                                
                                
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.




                              DEVON GROUP, INC.




Date: February 13, 1997       s/Bruce K. Koch
                              Bruce K. Koch
                              Executive Vice President
                              Operations and Finance
                              and Chief Financial Officer
                              (Principal Financial Officer)
                                         
                                         
                              s/Robert H. Donovan
                              Robert H. Donovan
                              Senior Vice President, Finance
                              and Treasurer
                              (Principal Accounting Officer)