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, 1997

                               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, 1997 : 

Common Stock, No Par Value                               2,454,397
        (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 - None

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>














                         GENERAL MAGNAPLATE CORPORATION
                                       AND
                            WHOLLY-OWNED SUBSIDIARIES

                        CONSOLIDATED FINANCIAL STATEMENTS

                               THREE MONTHS ENDED
                           SEPTEMBER 30, 1997 AND 1996


<PAGE>




                         GENERAL MAGNAPLATE CORPORATION
                                       AND
                            WHOLLY-OWNED SUBSIDIARIES

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS





Accountants' Review Report                          

Consolidated Financial Statements:
Consolidated Balance Sheets                         
Consolidated Statement of Stockholders' Equity      
Consolidated Statements of Income                   
Consolidated Statements of Cash Flows              
Notes to Consolidated Financial Statements          

Supplementary Information                           


<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  September  30, 1997 and the
related  consolidated  statement  of  stockholders'  equity for the three months
ended September 30, 1997 and the related  consolidated  statements of income and
cash flows for the three months ended September 30, 1997 and 1996, 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, 1997 and 1996 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,  1997  and  1996  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, 1997 was audited by us,
and we  expressed  an  unqualified  opinion on it in our report  dated August 8,
1997. We have not  performed any auditing  procedures on the balance sheet since
August 8, 1997.



October 24, 1997
<PAGE>
<TABLE>
<CAPTION>
                         GENERAL MAGNAPLATE CORPORATION
                                       AND
                            WHOLLY-OWNED SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS





                                                               September 30,     June 30,
         ASSETS                                                    1997            1997
                                                               -----------     -----------
<S>                                                            <C>             <C>
Current assets:
  Cash and cash equivalents ..............................     $ 1,376,528     $ 1,216,824
  Marketable securities (Note 1) .........................       3,120,128       2,875,776
  Accounts receivable--trade, net of
    allowance for doubtful accounts of
    $116,000 (June 30, 1997-$116,000) ....................       1,401,558       1,426,471
  Inventories (Note 1) ...................................         303,088         303,088
  Prepaid expenses .......................................         143,716         170,806
  Other current assets ...................................         135,365         215,298
                                                               -----------     -----------

      Total current assets ...............................     $ 6,480,383     $ 6,208,263

Property, plant, and equipment, at
  cost, net of accumulated
  depreciation (Notes 1 and 2) ...........................       5,431,572       5,355,600

Cash surrender value of officers' life insurance..........         775,464         752,148

Note receivable-officer (Note 7) .........................         529,191         532,449

Note receivable-related party partnership (Note 7)........         235,000         235,000

Other assets (Note 3) ....................................         465,528         429,816
                                                               -----------     -----------

    Total assets .........................................     $13,917,138     $13,513,276
                                                               ===========     ===========
</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                                1997              1997
                                                                ------------      ------------
<S>                                                             <C>               <C>
Current liabilities:
  Accounts payable ........................................     $    233,643      $    196,179
  Accrued liabilities (Note 5) ............................          424,780           548,333
  Dividends payable .......................................          245,730               -0-
  Corporate income taxes payable ..........................          270,940           168,389
                                                                ------------      ------------
    Total current liabilities .............................     $  1,175,093      $    912,901
                                                                ------------      ------------
Long-term liabilities:
  Rent security deposit ...................................     $      9,194      $      9,193
  Accrued deferred compensation (Note 6) ..................        1,183,985         1,139,698
                                                                ------------      ------------

    Total long-term liabilities ...........................     $  1,193,179      $  1,148,891
                                                                ------------      ------------

    Total liabilities .....................................     $  2,368,272      $  2,061,792
                                                                ------------      ------------

Commitments and contingencies (Note 9)

Stockholders' equity:
  Common stock--no par value
    Authorized--5,000,000 shares
    Issued and outstanding--2,459,397shares ...............     $    223,180      $    223,180
  Retained earnings .......................................       11,464,336        11,365,263
  Foreign currency translation adjustment .................         (138,650)         (136,959)
                                                                ------------      ------------
       (Note 1)

    Total stockholders' equity ............................     $ 11,548,866      $ 11,451,484
                                                                ------------      ------------

    Total liabilities and stockholders' equity.............     $ 13,917,138      $ 13,513,276
                                                                ============      ============

</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, 1997




                                                                                Foreign
                                                                                Currency
                                          Common         Retained              Translation
                                           Stock          Earnings             Adjustment
                                         --------       -----------           ---------
<S>                                      <C>            <C>                   <C>
Balance,
  July 1, 1997                           $223,180       $11,365,263           $(136,959)
Add--net income                               -0-           345,013                  -0-
Less--foreign currency
 translation adjustment                       -0-                -0-             (1,691)

Less--dividends declared
  of $.10 per share                           -0-          (245,940)                 -0-
                                         --------       -----------           ---------
Balance,
  September 30, 1997                     $223,180       $11,464,336           $(138,650)
                                         ========       ===========           =========
</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, 1997 AND 1996


                                                                  1997              1996
                                                              ----------         ----------
<S>                                                           <C>                <C>
Gross revenue:
  Sales .............................................         $2,680,860         $2,431,060
  Royalty income ....................................             56,172             65,187
  Investment and other income .......................            158,469            104,771
                                                              ----------         ----------
                                                              $2,895,501         $2,601,018
                                                              ----------         ----------

Costs and expenses:
  Cost of sales .....................................         $1,176,214         $1,055,473
  Selling and administration ........................          1,021,208            926,802
  Depreciation and amortization .....................            153,466            141,972
  Interest ..........................................                -0-                234
                                                              ----------         ----------
                                                              $2,350,888         $2,124,481
                                                              ----------         ----------

Income before corporate income taxes ................         $  544,613         $  476,537

Corporate income taxes (Notes 1 and 4) ..............            199,600            176,700
                                                              ----------         ----------

Net income ..........................................         $  345,013         $  299,837
                                                              ==========         ==========

Earnings per share (Note 1) .........................         $      .14         $      .11
                                                              ==========         ==========

Weighted average shares outstanding .................          2,459,397          2,634,797
                                                              ==========         ==========

</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, 1997 AND 1996

                                                                   1997             1996
                                                               -----------      ----------
<S>                                                            <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income .............................................     $   345,013      $   299,837
                                                               -----------      -----------
  Adjustments to reconcile net income to net cash provided
     by  operating activities:
      Depreciation and amortization ......................     $   153,466      $   141,972
      Reserve for unrealized gain ........................         (57,891)         (14,064)
      Deferred tax credits ...............................         (16,000)         (12,400)
      Allowance for doubtful accounts ....................          13,800            8,000
      Accrued deferred compensation ......................          44,287           37,672
      Foreign exchange translation adjustment ............          (1,691)             694
      Increase (decrease) in cash resulting from
       changes in current assets and liabilities:
         Marketable securities ...........................        (186,461)          48,279
         Accounts receivable .............................          11,113           31,366
         Inventories .....................................              -0-             (43)
         Prepaid and other current assets ................          72,788           52,487
         Accounts payable and accrued  liabilities .......         (86,088)        (317,753)
         Corporate income taxes payable ..................         136,770          149,845
         Rent security deposit ...........................              -0-           1,317
                                                               -----------      -----------
              Total adjustments ..........................     $    84,093      $   127,372
                                                               -----------      -----------

    Net cash provided by  operating activities ...........     $   429,106      $   427,209
                                                               -----------      -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Additions to property, plant, and equipment, net .......     $  (226,519)     $   (98,583)
  Additions to patents and trademarks ....................          (5,343)         (10,549)
  Additions to deferred compensation contracts ...........         (17,288)              -0-
  Collection of note receivable-officer ..................           3,064               -0-
  Increase in cash surrender value-officers'
     life insurance ......................................         (23,316)              -0-
                                                               -----------      -----------
    Net cash used in investing activities ................     $  (269,402)     $  (109,132)
                                                               -----------      -----------
CASH FLOWS FROM FINANCING ACTIVITIES .....................     $        -0-     $        -0-
                                                               -----------      -----------
INCREASE  IN CASH (Note 10) ..............................     $   159,704      $   318,077
  Cash and cash equivalents,  beginning of period ........       1,216,824          680,570
                                                               -----------      -----------
  Cash and cash equivalents,  end of period ..............     $ 1,376,528      $   998,647
                                                               ===========      ===========

</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  $85,461  and  $12,022  as of
         September 30, 1997 and 1996 respectively.

         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 10 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,
                                                     1997                1997
                                                 -----------         -----------
<S>                                              <C>                 <C>
Land ...................................         $   805,350         $   805,350
Buildings ..............................           3,409,075           3,366,208
Building improvements ..................           3,450,824           3,450,824
Factory machinery ......................           4,947,256           4,828,457
Office equipment .......................             933,292             911,058
Transportation equipment ...............             313,649             271,018
                                                 -----------         -----------
Total ..................................         $13,859,446         $13,632,915
Less--accumulated depreciation .........           8,427,874           8,277,315
                                                 -----------         -----------

Net ....................................         $ 5,431,572         $ 5,355,600
                                                 ===========         ===========
</TABLE>

Note 3--Other Assets

         Other assets are as follows:
<TABLE>
<CAPTION>
                                                       September 30,      June 30,
                                                           1997            1997
                                                         --------       --------
<S>                                                      <C>            <C>
  Patents and trademarks, at cost, net of
      accumulated  amortization of $103,400
      and $100,481 ...............................       $ 85,442       $ 83,018
  Deferred income taxes ..........................        249,100        233,100
  Deferred compensation contracts ................        130,986        113,698
                                                         --------       --------

                                                         $465,528       $429,816
                                                         ========       ========
</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,
                                1997               1996
                             ---------          ---------
<S>                          <C>                <C>
     Current:
        Federal              $ 190,200          $ 164,100
        State                   25,400             25,000
        Foreign                    -0-                -0-
                             ---------          ---------
                             $ 215,600          $ 189,100
                             ---------          ---------
     Deferred:
       Federal               $ (12,400)         $ ( 9,600)
       State                    (3,600)            (2,800)
       Foreign                     -0-                 -0-
                             ---------          ----------
                             $ (16,000)         $ (12,400)
                             ---------          ---------

     Total                   $ 199,600          $ 176,700
                             =========          =========
</TABLE>
<PAGE>
                         GENERAL MAGNAPLATE CORPORATION
                                       AND
                            WHOLLY-OWNED SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 4--Corporate Income Taxes (Continued)

         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,
                                                       -----------------------
                                                         1997           1996
                                                       --------       --------
<S>                                                    <C>            <C>

Based on U.S.statutory federal tax rate of 34%         $185,168       $162,022
Increase (decrease) in taxes
resulting from:
  State taxes, net of federal tax benefit ......         14,388         14,652
  Non-deductible expenses ......................             44             26
                                                       --------       --------
     Total .....................................       $199,600       $176,700
                                                       ========       ======== 

 Effective tax rate ............................           36.7%          37.1%
</TABLE>
         The Canadian  subsidiary has available  unused tax benefits in the form
of operating loss  carryforwards of approximately  U.S. $64,000 to reduce future
Canadian  taxable  income.  These  carryforwards  principally  expire in 2002. 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.

Note 5--Accrued Liabilities

         Accrued liabilities are as follows:
<TABLE>
<CAPTION>

                                                     September 30,      June 30,
                                                         1997             1997
                                                       --------         --------
<S>                                                    <C>              <C>

Compensation .................................         $268,946         $435,256
Payroll, sales, and property taxes ...........          105,297           61,718
401-k plan contribution ......................           23,038           19,954
Environmental and other costs ................           27,499           31,405
                                                       --------         --------

                                                       $424,780         $548,333
                                                       ========         ========
</TABLE>
<PAGE>
                         GENERAL MAGNAPLATE CORPORATION
                                       AND
                            WHOLLY-OWNED SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 $12,487 in 1997 and $14,278 in 1996.

         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 $115,071 in 1997 and $105,954 in 1996.

         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 $39,567 in
1997 and $37,671 in 1996.
<PAGE>
                         GENERAL MAGNAPLATE CORPORATION
                                       AND
                            WHOLLY-OWNED SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 7--Related Party Transactions

         The Company engaged in the following related party transactions:
<TABLE>
<CAPTION>
                                                                     Three Months Ended
                                                                        September 30
                                                                   --------------------
                                                                     1997         1996
<S>                                                                <C>         <C>    
         Was  charged  computer  consulting  services  by an
         outside  director of the Company;                         $12,175     $  9,498

         Accrued  interest  income  on an  installment  note
         receivable   of   $235,000   due  from  a   limited
         partnership  controlled  by a  stockholder  of  the
         Company  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  plus
         interest of 6.83% per annum commencing July 1, 1999
         with the final collection due July 1, 2003;               $ 4,013     $  4,013
         
         Charged   interest   income  on  a  mortgage   note
         receivable  of  $550,000  from its chief  executive
         officer on  December  16,  1996.  The note is to be
         repaid in (34) equal monthly installments of $3,814
         which   includes   interest   of  6.16%  per  annum
         commencing  February 1, 1997 with the final balloon
         payment of $512,124  due  December  16.  1999.  The
         receivable  balance at June 30,  1997 was  $544,996
         and is secured by a real estate first mortgage.           $ 8,377     $     -0-
</TABLE>
Note 8--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.

         Notes Receivable - Related  Parties--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 9--Commitments and Contingencies

         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   on  September  9,  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.

         Lease Commitment

                  The Company leases  warehouse space in its New Jersey facility
         to a tenant  under an  operating  lease  expiring  December  31,  1999.
         Minimum  future rentals to be received on the lease as of June 30, 1997
         are as follows:  1997-98 - $115,198;  1998-99 - $118,443; and 1999-00 -
         $60,844.
<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,
                                                    ----------------------
                                                       1997         1996
                                                    --------     ---------
<S>                                                 <C>          <C>
Supplementary data:
  Interest expense paid .......................     $    -0-     $     234
  Income taxes paid ...........................       78,830        39,255

Non-cash transaction:
  Declaration of dividend payable
     of $.10 and $.07 per share respectively ..      245,940       184,436

</TABLE>
<PAGE>
Item 2A - Management's Discussion and Analysis of Financial Position:

Financial Condition
Liquidity and Capital Resources
Three-Months ended September 1997

     Cash and cash  equivalents  increased to  $1,376,528 at September 30, 1997,
with net cash increasing $159,704 from the $1,216,824 at June 30, 1997. Of this,
$429,106 net cash was provided by the  operating  activities  of the first three
months,  $269,402 was used by investing  activities and $0 was used by financing
activities. During the three months, the registrant's investment activities were
primarily  comprised  of $231,862  used for  additions  to  property,  plant and
equipment, and for additions to patents and trademarks, $17,288 for additions to
deferred  compensation  contracts  and $23,316 for  additions to cash  surrender
value-life insurance.

     In September of 1997 a $.10 per share dividend was declared and was payable
in October.

     Working capital of $5,305,290  increased $9,928 during the three months and
the  working  capital  ratio  decreased  to 5.51 to 1 from 6.80 to 1 at June 30,
1997.

     Stockholders' equity per share at September 30, 1997 increased .9% to $4.70
per share compared with $4.66 per share at June 30, 1997. 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.


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

        Quarter --- September 30, 1997 compared with September 30, 1996:

      Sales rose this  quarter  as  reflected  in the  current  period  sales of
$2,680,860  an increase of  $249,800 or 10.3% from the same  quarter  last year.
Sales for the first  quarter  are the  highest  reported in the past five years.
Management feels that sales will continue to increase thru the rest of the year,
this is based on increases in customer contracts,  and volume and a larger sales
force.  We are in full  production  with  the  Black &  Decker  OSD  steam  iron
production and have an exclusive  trademark  agreement  allowing them to use our
MAGNAGLIDE  mark.  In late  September a press  release was issued  announcing  a
million dollar purchase order with Black & Decker for such irons.

      Royalty and investment and other income for the first quarter were $56,172
and $158,469  compared with $65,187 and $104,771 from last year's first quarter.
Although  royalty  income is down  slightly  this is  primarily  due to a timing
difference,  not all royalty reports were received from our licensee at the time
the  financial  statements  were  prepared.  Additional  royalties  due  will be
reported in the second quarter.  The international  advertising  continues to be
very  successful.  Management is continuing to  investigate  potential  licensee
candidates in Italy,  Mexico and Korea.  Investment  income  increased  51.2% or
$53,698.  Although 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.
<PAGE>
     Reflecting  the above,  gross revenue for the first quarter of this year of
$2,895,501 increased 11.3% or $294,483 from the same quarter last year.

     Total costs and expenses  were  $2,350,888 in the first quarter an increase
of $226,407 or 10.7% from the same period last year. The primary increase is due
to  additional  employees  and advance raw  material  purchases  to  accommodate
increased production.

    Income  before  corporate  income  taxes was  $544,613 in this year's  first
quarter,  an  increase  of $68,076 or 14.3% from the  $476,537  achieved in last
year's first quarter.  Corporate income taxes and the effective tax rate for the
period were $199,600 and 36.7% respectively, compared with $176,700 and 37.1% in
the first quarter of last year.

     Based on the  above,  net  income  in the  first  quarter  of this  year of
$345,013  increased  $45,176 or 15.1% from the  $299,837 in the same period last
year.

     Earnings  per share were up 27.2% in this  year's  first  quarter  (or $.14
compared to $.11 in last year's first quarter). No shares of treasury stock were
purchased this quarter, resulting in a weighted average of shares outstanding of
2,459,397 compared with 2,634,797 for the same period last year.

     General Magnaplate Canada,  Ltd. will be relocating to a newer, more modern
facility  which will allow for further  expansion  of the Canadian  market.  The
building  which  will be  purchased  is  located in Ajax,  Ont.  The  closing is
expected to take place in early November.

      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 13, 1997

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


DATE: November 13, 1997  

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

<PAGE>
                           [GRAPHIC -- COMPANY LOGO]

                                 MAGNAPLATE NEWS


Dedicated to the Future Needs of Mankind
        Through Surface Enhancement
 
                                                      1331 U.S. Route #1
                                                      Linden, New Jersey 07036
                                                      Telephone: 908-862-6200
                                                      Fax: 908-862-6110
                                                      http://www.magnaplate.com
                                                      e-mail:info@magnaplate.com


FOR IMMEDIATE RELEASE

Linden, New Jersey     November 5, 1997

 
 
                      GENERAL MAGNAPLATE CORPORATION (GMCC)

            First Quarter Report to Shareholders - September 30, 1997


         Total sales increased 10.3% and gross revenue increased 11.3% over last
year's first quarter.  Net income  increased 15.1% over last year.  Earnings per
share showed a 27.2% increase. General Magnaplate has expanded its Plasmadize(R)
line of surface  enhancements  as well as adding several other new processes and
enlarged its capacity at all five  facilities.  This quarter our stock price has
doubled and shown a significant increase in trading activity.


                   Condensed Comparative Statement of Income -
                         Three Months Ended September 30

                                                1997                  1996
                                                ----                  ----

         Gross Revenue                      $2,895,501            $2,601,018
         Income Before Taxes                   544,613               476,537
         Net Income                            345,013               299,837
         Net Income Per Share                    $0.14                 $0.11

         Average Shares Outstanding          2,459,397             2,634,797