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  September 30, 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  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 November 6, 1996 :

Common Stock, No Par Value                            2,593,297
--------------------------                       ------------------
        (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  March  31,  1996 it was
stated:

         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 $119,000 which the Company has denied in their related
         statement of defense.

         The company  reached an out of court  agreement  with the plaintiffs on
         September 9, 1996 wherein the  plaintiffs  were paid the sum of $65,000
         U.S. dollars in full settlement of their claim. Such settlement did not
         have an adverse effect on the Company's financial statements.

ITEM 4 - Submission of Matters to a Vote of Security Holders - None

ITEM 5 - Other Information - Press Release - Enclosed

ITEM 6 - Exhibits and Reports on Form 8-K - None
<PAGE>
                           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  September  30, 1996 and the
related  consolidated  statement  of  stockholders'  equity for the three months
ended September 30, 1996 and the related  consolidated  statements of income and
cash flows for the three months ended September 30, 1996 and 1995, 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 September 30, 1996 and 1995 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 three months ended
September  30,  1996  and  1995  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, 1996 was audited by us,
and we  expressed  an  unqualified  opinion on it in our report  dated August 9,
1996. We have not  performed any auditing  procedures on the balance sheet since
August 9, 1996.

                                                /s/Mauriello, Franklin & LoBrace

October 25, 1996
<PAGE>
<TABLE>
<CAPTION>
                         GENERAL MAGNAPLATE CORPORATION
                                       AND
                            WHOLLY-OWNED SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS





                                                  September 30,        June 30,
         ASSETS                                       1996               1996
         ------                                   -----------        -----------
<S>                                               <C>                <C>        
Current assets:
  Cash and cash equivalents ..............        $   998,647        $   680,570
  Marketable securities (Note 1) .........          4,158,206          4,192,421
  Accounts receivable--trade, net of
    allowance for doubtful accounts of
    $145,000 (June 30, 1996-$137,000) ....          1,215,479          1,254,845
  Inventories (Note 1) ...................            273,116            273,073
  Prepaid expenses .......................            130,853            177,321
  Other current assets ...................            165,510            158,287
                                                  -----------        -----------

      Total current assets ...............        $ 6,941,811        $ 6,736,517

Property, plant, and equipment, at
  cost, net of accumulated
  depreciation (Notes 1 and 2) ...........          5,389,864          5,432,330

Cash surrender value of officers' life
  insurance, net .........................            664,162            664,162
Other assets (Note 3) ....................            509,998            500,707
                                                  -----------        -----------

    Total assets .........................        $13,505,835        $13,333,716
                                                  ===========        ===========
</TABLE>



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

                           CONSOLIDATED BALANCE SHEETS



                                                    September 30,          June 30,
LIABILITIES AND STOCKHOLDERS' EQUITY                    1996                 1996
------------------------------------                ------------         ------------
<S>                                                 <C>                  <C>         
Current liabilities:
  Accounts payable .........................        $    240,654         $    437,113
  Accrued liabilities (Note 5) .............             438,609              559,903
  Corporate income taxes payable ...........             220,405               70,560
  Dividends payable ........................             184,436                  -0-
                                                    ------------         ------------

    Total current liabilities ..............        $  1,084,104         $  1,067,576
                                                    ------------         ------------
Long-term liabilities:
  Rent security deposit ....................        $      9,194         $      7,877
  Accrued deferred compensation (Note 6) ...           1,016,010              977,831
                                                    ------------         ------------

    Total long-term liabilities ............        $  1,025,204         $    985,708
                                                    ------------         ------------

    Total liabilities ......................        $  2,109,308         $  2,053,284
                                                    ------------         ------------

Contingencies (Note 7)

Stockholders' equity:
  Common stock--no par value
    Authorized--5,000,000 shares
    Issued and outstanding--2,634,797 shares        $    223,180         $    223,180
  Retained earnings ........................          11,293,990           11,178,589
  Foreign currency translation adjustment
    (Note 1) ...............................            (120,643)            (121,337)
                                                    ------------         ------------

    Total stockholders' equity .............        $ 11,396,527         $ 11,280,432
                                                    ------------         ------------

    Total liabilities and
      stockholders' equity .................        $ 13,505,835         $ 13,333,716
                                                    ============         ============
</TABLE>


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

                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                      THREE MONTHS ENDED SEPTEMBER 30, 1996




                                                                    Foreign
                                                                    Currency
                                    Common         Retained        Translation
                                     Stock         Earnings         Adjustment
                                   ---------     ------------      ------------
<S>                                <C>           <C>               <C>          
Balance,
  July 1, 1996 ...............     $ 223,180     $ 11,178,589      $   (121,337)

Add--net income ..............           -0-          299,837               -0-
Less--foreign currency                      
 translation adjustment ......           -0-              -0-               694
                                            
Less--dividends declared .....           -0-         (184,436)              -0-
                                   ---------     ------------      ------------

Balance,
  September 30, 1996 .........     $ 223,180     $ 11,293,990      $   (120,643)
                                   =========     ============      ============

</TABLE>


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

                        CONSOLIDATED STATEMENTS OF INCOME
                 THREE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995


                                                         1996            1995
                                                      ----------      ----------
<S>                                                   <C>             <C>       
Gross revenue:
  Sales ........................................      $2,431,060      $2,426,331
  Royalty income ...............................          65,187          41,398
  Investment and other income, net .............         104,771         144,336
                                                      ----------      ----------
                                                      $2,601,018      $2,612,065
                                                      ----------      ----------

Costs and expenses:
  Cost of sales ................................      $1,055,473      $  986,569
  Selling and administration ...................         926,802         936,107
  Depreciation and amortization ................         141,972         155,306
  Interest .....................................             234           4,128
                                                      ----------      ----------
                                                      $2,124,481      $2,082,110
                                                      ----------      ----------

Income before corporate income taxes ...........      $  476,537      $  529,955

Corporate income taxes (Notes 1 and 4) .........         176,700         194,400
                                                      ----------      ----------

Net income .....................................      $  299,837      $  335,555
                                                      ==========      ==========

Earnings per share (Note 1) ....................      $      .11      $      .12
                                                      ==========      ==========

Weighted average shares outstanding ............       2,634,797       2,742,656
                                                      ==========      ==========

</TABLE>


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

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 THREE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995

                                                                  1996          1995
                                                              -----------    -----------
<S>                                                           <C>            <C>        
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                                  $   299,837    $   335,555
                                                              -----------    -----------
  Adjustments to reconcile net income to net cash provided
     by  operating activities:
      Depreciation and amortization .......................   $   141,972    $   155,306
      Reserve for unrealized gain .........................       (14,064)       (73,249)
      Deferred tax credits ................................       (12,400)       (16,600)
      Allowance for doubtful accounts .....................         8,000         34,293
      Accrued deferred compensation .......................        37,672         27,000
      Foreign exchange translation adjustment .............           694         (3,861)
      Increase (decrease) in cash resulting from changes in
        current assets and liabilities:
         Marketable securities ............................        48,279        429,185
         Accounts receivable ..............................        31,366         (6,144)
         Inventories ......................................           (43)          (566)
         Other current assets .............................        52,487         26,837
         Accounts payable and accrued  liabilities ........      (317,753)       (35,579)
         Corporate income taxes payable ...................       149,845         64,276
         Rent security deposit ............................         1,317            -0-
                                                              -----------    -----------
              Total adjustments ...........................   $   127,372    $   600,898
                                                              -----------    -----------
    Net cash provided by  operating activities ............   $   427,209    $   936,453
                                                              -----------    -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Additions to property, plant, and equipment, net ........   $   (98,583)   $   (79,791)
  Additions to patents and trademarks .....................       (10,549)          (976)
  Collection of note receivable-sale of land ..............           -0-         75,000
                                                              -----------    -----------
    Net cash used in investing activities .................   $  (109,132)   $    (5,767)
                                                              -----------    -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Reduction in long-term debt .............................   $       -0-    $    (3,113)
  Acquisition of treasury stock ...........................           -0-        (35,894)
                                                              -----------    -----------
    Net cash used in financing activities .................   $       -0-    $   (39,007)
                                                              -----------    -----------
INCREASE  IN CASH .........................................   $   318,077    $   891,679
  Cash and cash equivalents,  beginning of period .........       680,570        369,276
                                                              -----------    -----------
  Cash and cash equivalents,  end of period ...............   $   998,647    $ 1,260,955
                                                              ===========    ===========
</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.

         NATURE OF BUSINESS

                  The  Company  is  in  one  line  of   business.   It  provides
         synergistic  coatings  and other  related  services  to its  customers'
         products from five plants located in the United States and Canada.

         MARKETABLE SECURITIES

                  All marketable  securities are considered  trading  securities
         and are valued at fair market  value in  accordance  with SFAS No. 115.
         Realized and unrealized gains and losses are reported in current period
         income.
         Market value exceeded cost by $12,022 at September 30, 1996.

         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  principally  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 periods not exceeding 17 years.
<PAGE>
                         GENERAL MAGNAPLATE CORPORATION

                                       AND
                            WHOLLY-OWNED SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 1--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         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.

         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.

         USE OF ESTIMATES

                  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 financial  statements and the reported  amounts of revenues
         and expenses during the reporting  period.  Actual results could differ
         from those estimates.
<PAGE>
                         GENERAL MAGNAPLATE CORPORATION

                                       AND
                            WHOLLY-OWNED SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 2--PROPERTY, PLANT AND EQUIPMENT

         Property, plant and equipment are as follows:
<TABLE>
<CAPTION>
                                                   September 30,       June 30,
                                                       1996              1996
                                                   -----------       -----------
<S>                                                <C>               <C>        
Land .......................................       $   805,350       $   805,350
Buildings ..................................         3,366,208         3,366,208
Building improvements ......................         3,408,522         3,393,127
Factory machinery ..........................         4,546,696         4,465,319
Office equipment ...........................           867,598           865,614
Transportation equipment ...................           264,036           264,026
                                                   -----------       -----------

Total ......................................       $13,258,410       $13,159,644
Less--accumulated depreciation .............         7,868,546         7,727,314
                                                   -----------       -----------

Net ........................................       $ 5,389,864       $ 5,432,330
                                                   ===========       ===========
</TABLE>

NOTE 3--OTHER ASSETS

         Other assets are as follows:
<TABLE>
<CAPTION>
                                                       September 30,    June 30,
                                                           1996           1996
                                                         --------       --------
<S>                                                      <C>            <C>     
Deferred income taxes ............................       $173,834       $174,676
   Note receivable-related party .................        235,000
                                                                         235,000
   Deferred compensation contracts ...............         54,518         54,011
 Patents and trademarks, at cost, net of
     accumulated  amortization ...................         46,646         37,020
                                                         --------       --------

                                                         $509,998       $500,707
                                                         ========       ========
</TABLE>
<PAGE>
                         GENERAL MAGNAPLATE CORPORATION

                                       AND
                            WHOLLY-OWNED SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4--CORPORATE INCOME TAXES

     Components of corporate income taxes are as follows:
<TABLE>
<CAPTION>
                                                      Three Months Ended
                                                         September 30,
                                                  1996                   1995
                                                ---------             ---------
<S>                                             <C>                   <C>      
Current:
   Federal .........................            $ 164,100             $ 185,700
   State ...........................               25,000                25,300
   Foreign .........................                  -0-                   -0-
                                                ---------             ---------
                                                $ 189,100             $ 211,000
                                                ---------             ---------
Deferred:
  Federal ..........................            $  (9,600)            $ (12,900)
  State ............................               (2,800)               (3,700)
  Foreign ..........................                  -0-                   -0-
                                                ---------             ---------
                                                $ (12,400)            $ (16,600)
                                                ---------             ---------
Total ..............................            $ 176,700             $ 194,400
                                                =========             =========
</TABLE>
         A  reconciliation  of the provision for corporate income taxes compared
with the amounts at the US statutory tax is as follows:
<TABLE>
<CAPTION>
                                                           Three Months Ended
                                                             September 30,
                                                          1996          1995
                                                        ---------    ---------
<S>                                                     <C>          <C>      
   Based on U.S. statutory federal tax rate of 34% ..   $ 162,022    $ 180,181
Increase (decrease) in taxes
  resulting from:
    State taxes, net of federal tax benefit .........      14,652       14,256
       Non-deductible expenses ......................          26          (37)
                                                        ---------    ---------
           Total ....................................   $ 176,700    $ 194,400
                                                        =========    =========

 Effective tax rate .................................        37.1%        36.7%
</TABLE>
         The Canadian  subsidiary has available  unused tax benefits in the form
of operating loss  carryforwards of approximately U.S. $168,000 to reduce future
Canadian  taxable  income.  These  carryforwards  principally  expire in 1999. A
deferred tax asset has been provided subject to a 100% valuation allowance since
it is not likely that the loss  carryforwards  will be  utilized  prior to their
expiration.
<PAGE>
                         GENERAL MAGNAPLATE CORPORATION

                                       AND
                            WHOLLY-OWNED SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 5--ACCRUED LIABILITIES

         Accrued liabilities are as follows:
<TABLE>
<CAPTION>
                                                      September 30,     June 30,
                                                          1996            1996
                                                        --------        --------
<S>                                                     <C>             <C>     
Compensation ...................................        $231,604        $309,695
Payroll, sales, and property taxes .............         104,353          75,775
401-k plan contribution ........................          46,241          27,176
Environmental and other costs ..................          56,411         147,257
                                                        --------        --------

                                                        $438,609        $559,903
                                                        ========        ========
</TABLE>

NOTE 6--EMPLOYEE BENEFITS

         The Company  maintains a 401(k) savings plan which covers all full time
U.S.   employees.   The  Company  matches  50%  of  voluntary  pre-tax  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 $14,278 in 1996 and $14,254 in 1995.

         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 $105,954 in 1996 and $106,775 in 1995.

         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 obligation over the
active term of  employment  of the  officer.  The Company is also  accruing  and
funding deferred compensation  contracts with two other officers based on 10% of
annual compensation.  Total expense under these three obligations was $37,671 in
1996 and $27,000 in 1995.
<PAGE>
                         GENERAL MAGNAPLATE CORPORATION

                                       AND
                            WHOLLY-OWNED SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 7--CONTINGENCIES AND RISKS

         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 $119,000 which the
         Company has denied in their related statement of defense.

                  The  Company  reached  an  out of  court  agreement  with  the
         plaintiffs in September,  1996 wherein the plaintiffs were collectively
         paid  the sum of  $65,000  in full  settlement  of  their  claim.  Such
         settlement  did not have an adverse  effect on the Company's  financial
         statements.

         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.
<PAGE>
                         GENERAL MAGNAPLATE CORPORATION
                                       AND
                            WHOLLY-OWNED SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8--RELATED PARTY TRANSACTIONS

         The Company engaged in the following related party transactions:
<TABLE>
<CAPTION>
                                                           Three Months Ended
                                                              September 30,
                                                         -----------------------
                                                          1996             1995
                                                         ------           ------
<S>                                                      <C>              <C>   
Was charged computer consulting services
by an outside director of the Company                    $9,498           $8,906

Accrued    interest    income    on   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,   2003   plus
interest  of  6.83%  per  annum.                        $4,016            $4,016
</TABLE>

NOTE 9--FAIR VALUE OF FINANCIAL INSTRUMENTS

         Cash and Cash Equivalents,  Accounts Receivable,  Accounts Payable, and
         Accrued  Liabilities--The   carrying  amount  approximates  fair  value
         because of the short maturity of these 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>
                         GENERAL MAGNAPLATE CORPORATION

                                       AND
                            WHOLLY-OWNED SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 10--STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
                                                           Three Months Ended
                                                              September 30,
                                                        ------------------------
                                                          1996            1995
                                                        --------        --------
<S>                                                     <C>             <C>     
Supplementary data:
  Interest expense paid ........................        $    234        $  4,128
  Income taxes paid ............................          39,255         146,224

Non-cash transaction:
  Declaration of dividend payable
     of $.07 per share .........................         184,436             -0-

</TABLE>
<PAGE>
Item 2A - Management's Discussion and Analysis of Financial Position:
Financial Condition
Liquidity and Capital Resources
Three-Months ended September 1996

     Cash and cash equivalents increased to $998,647 at September 30, 1996, with
net cash  increasing  $318,077  from the  $680,570  at June 30,  1996.  Of this,
$427,209 net cash was provided by the  operating  activities  of the first three
months,  $109,132 was used by investing  activities and $0 was used by financing
activities.  During the three months,  the  registrant's  investment  activities
comprised of $109,132 which was solely used for additions to property, plant and
equipment, and for additions to patents and trademarks.

     In September of 1996 a $.07 per share  dividend was declared and is payable
in the second quarter.

     Working  capital of $5,857,707  increased  $188,766 during the three months
and the working  capital ratio increased to 6.40 to 1 from 6.31 to 1 at June 30,
1996.

     Stockholders'  equity per share at  September  30, 1996  increased  1.2% to
$4.33 per share  compared  with $4.28 per share at June 30,  1996.  Although the
Board had  previously  authorized  a stock buy back no shares of GMCC stock were
purchased during the quarter.

     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 significant impact on future cash flows.
<PAGE>
Item 2B - Management's Discussion and Analysis of Results of Operations:
          Quarter --- September 30, 1996 compared with September 30, 1995:

     Sales  rose this  quarter  as  reflected  in the  current  period  sales of
$2,431,060,  an  increase  of $4,729  or .2% from the same  quarter  last  year.
Management  expects this positive trend in sales  increases to continue  through
the remainder of the year. The construction of additional space at our Wisconsin
facility is now complete and fully operational. As expected, response to our Web
site on the World Wide Web  (http://www.magnaplate.com)  has steadily increased,
and has resulted in additional sales. The additional  international  advertising
has been met with  tremendous  response as  justified  by  increased  royalties.
Royalty and  investment  and other income for the first quarter were $65,187 and
$104,771 compared with $41,398 and $144,336 from last year's first quarter.  The
$23,789  increase in royalty  income is a direct  result of higher  sales volume
reported by all of our  licensees.  Negotiations  are  continuing  to take place
regarding potential new licensees.  Investment income is down slightly,  this is
attributable  to an  adjustment  of  investments  to market  value.  Though  the
investment market has been unsteady lately,  management believes it's investment
portfolio to be sound, diversified and less at risk to market fluctuations while
providing dividends and interest income.

     Reflecting  the above,  gross revenue for the first quarter of this year of
$2,601,018 dropped slightly by .4% or $11,047 from the same quarter last year.

     Total costs and expenses  were  $2,124,481 in the first quarter an increase
of $42,371 or 2% from the same period  last year.  Management  has  successfully
stabilized  costs in direct  proportion  to  revenue  and  continues  to monitor
spending.

    Income  before  corporate  income  taxes was  $476,537 in this year's  first
quarter,  a decline of $53,418 or 10% from the $529,955  achieved in last year's
first quarter.  Corporate income taxes and the effective tax rate for the period
were  $176,700 and 37.1%  respectively,  compared with $194,400 and 36.7% in the
first quarter of last year.

     Based on the  above,  net  income  in the  first  quarter  of this  year of
$299,837  decreased  $35,718 or 10.6% from the  $335,555 in the same period last
year.

     Earnings  per share  were down 9% in this  year's  first  quarter  (or $.11
compared to $.12 in last year's first quarter). No shares of treasury stock were
purchased this quarter, resulting in a weighted average of shares outstanding of
2,634,797 compared with 2,742,656 for the same period last year.

     Management believes the existing legal matters as detailed in note 7 to the
consolidated  financial  statements  will have no  significant  impact on future
earnings.

      Negotiations are in progress regarding a potential new licensee in Korea.

      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     November 14, 1996
     -------------------------------------


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



DATE     November 14, 1996
     -------------------------------------

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

<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

November 7, 1996

                     GENERAL MAGNAPLATE CORPORATION (GMCC)

            Three Months Report To Shareholders -- September 30, 1996


       Condensed Statement of Income for Three Months Ending September 30
       ------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                      1996               1995
                                                   ----------         ----------
<S>                                                <C>                <C>       
Gross Revenue ............................         $2,601,018         $2,612,065
Income Before Taxes ......................            476,537            529,955
Net Income ...............................            299,837            335,555
Earnings Per Share .......................         $     0.11         $     0.12

Avg. Shares Outstanding ..................          2,634,797          2,742,656
</TABLE>