UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-Q

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

For the quarterly period ended  December 31, 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 February 5, 1997: 

Common Stock, No Par Value                            2,520,797
--------------------------                       ------------------
        (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 - Minutes of 1996
             Annual Meeting Enclosed

ITEM 5 -  Other  Information  - Press  Release - Enclosed 

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

CERTIFIED PUBLIC ACCOUNTANTS

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










                         GENERAL MAGNAPLATE CORPORATION
                                       AND
                            WHOLLY-OWNED SUBSIDIARIES

                        CONSOLIDATED FINANCIAL STATEMENTS

                                SIX MONTHS ENDED
                           DECEMBER 31, 1996 AND 1995



<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








                         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  December  31,  1996 and the
related consolidated  statement of stockholders' equity for the six months ended
December  31, 1996 and the related  consolidated  statements  of income and cash
flows for the six months ended  December 31, 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 December 31, 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 six months ended
December  31,  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 PC
                                            -----------------------------------
                                               MAURIELLO, FRANKLIN & LoBRACE PC


January 23, 1997
<PAGE>
<TABLE>
<CAPTION>
                         GENERAL MAGNAPLATE CORPORATION
                                       AND
                            WHOLLY-OWNED SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS





                                                   December 31,        June 30,
         ASSETS                                        1996              1996
                                                   -----------       -----------
<S>                                                <C>               <C>
Current assets:
  Cash and cash equivalents ................       $ 1,040,949       $   680,570
  Marketable securities (Note 1) ...........         2,575,707         4,192,421
  Accounts receivable--trade, net of
    allowance for doubtful accounts of
    $148,000 (June 30, 1996-$137,000) ......         1,412,382         1,254,845
  Inventories (Note 1) .....................           272,899           273,073
  Prepaid expenses .........................           109,803           177,321
  Other current assets .....................           193,165           158,287
                                                   -----------       -----------

      Total current assets .................       $ 5,604,905       $ 6,736,517

Property, plant, and equipment, at
  cost, net of accumulated
  depreciation (Notes 1 and 2) .............         5,300,417         5,432,330

Cash surrender value of officers' life
  insurance, net ...........................           664,162           664,162

Other assets (Note 3) ......................         1,091,305           500,707
                                                   -----------       -----------

    Total assets ...........................       $12,660,789       $13,333,716
                                                   ===========       ===========











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

                           CONSOLIDATED BALANCE SHEETS



                                                 December 31,        June 30,
LIABILITIES AND STOCKHOLDERS' EQUITY                  1996             1996
                                                 ------------      ------------
<S>                                              <C>               <C>
Current liabilities:
  Accounts payable .........................     $    212,343      $    437,113
  Accrued liabilities (Note 5) .............          325,822           559,903
  Corporate income taxes payable ...........           50,349            70,560
                                                 ------------      ------------

    Total current liabilities ..............     $    588,514      $  1,067,576
                                                 ------------      ------------

Long-term liabilities:
  Rent security deposit ....................     $      9,194      $      7,877
  Accrued deferred compensation (Note 6) ...        1,053,593           977,831
                                                 ------------      ------------

    Total long-term liabilities ............     $  1,062,787      $    985,708
                                                 ------------      ------------

    Total liabilities ......................     $  1,651,301      $  2,053,284
                                                 ------------      ------------

Contingencies (Note 7)

Stockholders' equity:
  Common stock--no par value
    Authorized--5,000,000 shares
    Issued and outstanding--2,520,797 shares
    (June 30, 1996 - 2,634,797 shares) .....     $    223,180      $    223,180
  Retained earnings ........................       10,921,475        11,178,589
  Foreign currency translation adjustment
    (Note 1) ...............................         (135,167)         (121,337)
                                                 ------------      ------------

    Total stockholders' equity .............     $ 11,009,488      $ 11,280,432
                                                 ------------      ------------

    Total liabilities and
      stockholders' equity .................     $ 12,660,789      $ 13,333,716
                                                 ============      ============



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

                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                       SIX MONTHS ENDED DECEMBER 31, 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-          688,767               -0-

Add--foreign currency
 translation adjustment ......           -0-              -0-           (13,830)

Less--dividends paid .........           -0-        (184,436)               -0-

Less--purchase and retirement
  of 114,000 treasury shares .           -0-        (761,445)               -0-
                                   ---------     ------------      ------------

Balance, December 31, 1996 ...     $ 223,180     $ 10,921,475      $   (135,167)
                                   =========     ============      ============

















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

                              CONSOLIDATED STATEMENTS OF INCOME


                                       Six Months Ended               Three Months Ended
                                         December  31,                    December  31,
                                    -------------------------     -------------------------
                                       1996           1995           1996           1995
                                       ----           ----           ----           ----
<S>                                 <C>            <C>            <C>            <C>
Gross revenue:
  Sales .......................     $4,974,478     $4,847,152     $2,543,418     $2,420,821
  Royalty and license income ..        164,993        136,412         99,806         95,014
  Investment and other
    income, net (Note 1) ......        250,766        336,712        145,995        192,376
                                    ----------     ----------     ----------     ----------
                                    $5,390,237     $5,320,276     $2,789,219     $2,708,211
                                    ----------     ----------     ----------     ----------

Costs and expenses:
  Cost of sales ...............     $2,084,455     $1,964,089     $1,028,982     $  977,520
  Selling and administration ..      1,951,780      1,955,878      1,024,978      1,019,771
  Depreciation and amortization        287,501        300,676        145,529        145,370
  Interest ....................            234          5,414            -0-          1,286
                                    ----------     ----------     ----------     ----------

                                    $4,323,970     $4,226,057     $2,199,489     $2,143,947
                                    ----------     ----------     ----------     ----------

Income before corporate
  income taxes ................     $1,066,267     $1,094,219     $  589,730     $  564,264

Corporate income taxes
  (Notes 1 and 5) .............        377,500        399,300        200,800        204,900
                                    ----------     ----------     ----------     ----------

Net income ....................     $  688,767     $  694,919     $  388,930     $  359,364
                                    ==========     ==========     ==========     ==========

Earnings per share (Note 1) ...     $      .26     $      .25     $      .15     $      .13
                                    ==========     ==========     ==========     ==========

Weighted average shares
  outstanding .................      2,603,133      2,731,770      2,571,469      2,720,884
                                    ==========     ==========     ==========     ==========






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

                       CONSOLIDATED STATEMENTS OF CASH FLOWS
                    SIX MONTHS ENDED DECEMBER 31, 1996 AND 1995

                                                          1996             1995
                                                      -----------      -----------
<S>                                                   <C>              <C>
CASH FROM OPERATING ACTIVITIES:
  Net income ....................................     $   688,767      $   694,919
                                                      -----------      -----------
  Adjustments to reconcile net income to net cash
   provided by operating activities:
     Unrealized investment income ...............     $   (51,863)     $   (97,771)
     Depreciation and amortization ..............         287,501          300,676
     Deferred taxes .............................         (25,300)         (33,200)
     Accrued deferred compensation ..............          58,763           91,968
     Foreign currency translation adjustment ....         (13,830)             483
     Provision for doubtful accounts ............          14,505           39,000
     Increase  (decrease) in cash  resulting from
      changes in current assets and liabilities:
        Marketable securities ...................       1,668,577           76,811
        Accounts receivable .....................        (174,042)         (64,625)
        Inventories .............................             174             (144)
        Other current assets ....................          56,204           79,882
        Accounts payable and accrued liabilities         (458,851)         (95,172)
        Corporate income taxes payable ..........         (20,211)        (187,504)
        Rent security deposit ...................            --               --
                                                      -----------      -----------
         Total adjustments ......................     $ 1,344,944      $   110,404
                                                      -----------      -----------
    Net cash provided by operating activities ...     $ 2,033,711      $   805,323
                                                      -----------      -----------

CASH FROM INVESTING ACTIVITIES:
  Additions to property, plant, and equipment ...     $  (153,649)     $  (141,107)
  Additions to patent costs and other assets ....         (23,802)          (3,376)
  Note receivable--officer ......................        (550,000)            --
                                                      -----------      -----------
    Net cash used in investing activities .......     $  (727,451)     $  (144,483)
                                                      -----------      -----------

CASH FROM FINANCING ACTIVITIES:
  Reduction in long-term debt ...................     $      --        $  (177,544)
  Purchase and retirement of  treasury shares ...        (761,445)        (288,590)
  Dividends paid ................................        (184,486)        (137,330)
                                                      -----------      -----------

    Net cash used in financing activities .......     $  (945,881)     $  (603,464)
                                                      -----------      -----------
<PAGE>
<CAPTION>
                           GENERAL MAGNAPLATE CORPORATION
                                        AND
                             WHOLLY-OWNED SUBSIDIARIES

                       CONSOLIDATED STATEMENTS OF CASH FLOWS
                    SIX MONTHS ENDED DECEMBER 31, 1996 AND 1995
                                    (continued)

                                                          1996             1995
                                                      -----------      -----------
<S>                                                   <C>              <C>

INCREASE (DECREASE) IN CASH .....................     $   360,379      $    57,376
  Cash and cash equivalents, beginning ..........         680,570          369,276
                                                      -----------      -----------
  Cash and cash equivalents, ending .............     $ 1,040,949      $   426,652
                                                      ===========      ===========

Supplemental cash flow data:
  Interest paid .................................     $       234      $     5,414
  Income taxes paid .............................     $   423,011      $   563,920

                   SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 

</TABLE>
<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 $29,996 at December 31, 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.

         Corporate Income Taxes

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

                         GENERAL MAGNAPLATE CORPORATION
                                       AND
                            WHOLLY-OWNED SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Note 1--Summary of Significant Accounting Policies (Continued)

         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>
                                                  December 31,         June 30,
                                                     1996                1996
                                                 -----------         -----------
<S>                                              <C>                 <C>
Land ...................................         $   805,350         $   805,350
Buildings ..............................           3,366,208           3,366,208
Building improvements ..................           3,414,521           3,393,127
Factory machinery ......................           4,567,500           4,465,319
Office equipment .......................             882,702             865,614
Transportation equipment ...............             252,228             264,026
                                                 -----------         -----------

Total ..................................         $13,288,509         $13,159,644
Less--accumulated depreciation .........           7,988,092           7,727,314
                                                 -----------         -----------

Net ....................................         $ 5,300,417         $ 5,432,330
                                                 ===========         ===========
</TABLE>
Note 3--Other Assets

         Other assets are as follows:
<TABLE>
<CAPTION>
                                                      December 31,       June 30,
                                                          1996             1996
                                                       ----------     ----------
<S>                                                    <C>            <C>
Deferred income taxes ............................     $  186,734     $  174,676
Note receivable-related party ....................        235,000        235,000
Deferred compensation contracts ..................         71,010         54,011
Patents and trademarks, at cost, net of
  accumulated  amortization ......................         58,883         37,020
Notes receivable-officer (less current maturity) .        539,678           --
                                                       ----------     ----------

                                                       $1,091,305     $  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>

                            Six Months Ended         Three Months Ended
                              December 31,               December 31,
                         ---------------------      ---------------------
                           1996         1995          1996         1995
                         --------     --------      --------     -------- 
     <S>                 <C>          <C>           <C>          <C>
     Current:      
       Federal           $348,700     $385,600      $184,600     $199,900
       State               54,100       46,900        29,100       21,600
       Foreign                -0-          -0-           -0-          -0- 
                         --------     --------      --------     -------- 

                         $402,800     $432,500      $213,700     $221,500
                         --------     --------      --------     -------- 

     Deferred:
       Federal           $(19,600)    $(25,400)     $(10,000)    $(12,500)
       State               (5,700)      (7,800)       (2,900)      (4,100)
       Foreign                -0-          -0-           -0-          -0- 
                         --------     --------      --------     -------- 

                         $(25,300)    $(33,200)     $(12,900)    $(16,600)
                         --------     --------      --------     -------- 

     Total               $377,500     $399,300      $200,800     $204,900
                         ========     ========      ========     ========
</TABLE>
<PAGE>
         A  reconciliation  of the provision for corporate income taxes compared
with amounts computed at the US statutory tax rate is as follows:
<TABLE>
<CAPTION>

                                                      Six Months Ended             Three Months Ended
                                                        December 31,                  December 31,
                                                    1996            1995           1996            1995
                                                  --------        --------       ---------       -------- 
<S>                                               <C>             <C>            <C>             <C>
Based on U.S. statutory
  federal  tax rate ........................      $362,500        $372,000       $200,500        $ 94,013

Increase (decrease) in taxes resulting from:
  State taxes, net of
   federal tax benefit .....................        32,000          25,800         17,300           6,131

  Non-deductible (reportable)
    expenses (income) ......................       (17,000)          1,500        (17,000)          1,537
                                                  --------        --------       ---------       -------- 

     Total .................................      $377,500         399,300       $200,800        $204,900
                                                  ========         =======       ========        ======== 


     Effective tax rate ....................          35.4%           36.5%          37.2%           36.3%
</TABLE>

     The Canadian  subsidiary  has available  unused tax benefits in the form of
operating  loss  carryforwards  of $168,000 to reduce  future  Canadian  taxable
income. These carryforwards principally expire in 1999. Due to their uncertainty
of  realization,  these tax benefits have been reflected net of a 100% valuation
allowance.
<PAGE>
                         GENERAL MAGNAPLATE CORPORATION
                                       AND
                            WHOLLY-OWNED SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Note 5--Accrued Liabilities

         Accrued liabilities are as follows:
<TABLE>
<CAPTION>
                                                      December 31,      June 30,
                                                         1996             1996
                                                       --------         --------
<S>                                                    <C>              <C>
Compensation .................................         $199,605         $309,695
Payroll, sales, and property taxes ...........           75,643           75,775
401-k plan contribution ......................           50,574           27,176
Environmental and other costs ................              -0-          147,257
                                                       --------         --------

                                                       $325,822         $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 $27,721 in 1996 and $26,806 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 $246,113 in 1996 and $272,869 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 $75,253 in
1996 and $91,968 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  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. also filed a
         claim for breach of oral contract of employment  for $119,000 which the
         Company 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>
                                                                                            Six Months Ended
                                                                                               December 31
                                                                                        -------------------------
                                                                                          1996              1995
                                                                                          ----              ----
         <S>                                                                            <C>               <C>
         Was charged computer consulting services
         by an outside director of the Company                                          $19,304           $17,470

         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  plus  interest of 6.83% per annum  commencing
         July 1,
         1999 with the final collection due July 1, 2003.                               $ 8,025           $ 8,025

         Loaned $550,000 to its chief executive  officer on December 16, 1996 in
         consideration  for a note receivable.  The note is to be repaid in (36)
         equal  installments of $3,814 which includes interest of 5.6% per annum
         commencing  February 1, 1997 with the final balloon payment of $516,915
         due December 16, 1999.                                                         $   -0-          $   -0-
</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.

         Notes Receivable -  Long-term--The  carrying amount  approximates  fair
         value  because of similar  rates on issues  offered to the  Corporation
         under some or similar provisions.

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

Financial Condition
Liquidity and Capital Resources
Six-Months ended December 1996

         Cash and cash equivalents  increased to $1,040,949 at December 31, 1996
from $680,570 at June 30,1996. For the period,  $2,033,711 net cash was provided
by the  operating  activities,  $727,451  was used in investing  activities  and
$945,881  was used in  financing  activities.  During the past six  months,  the
registrant's investment activities were comprised of $153,649 used for additions
to property, plant and equipment, $23,802 used for additions to patent costs and
other  assets and $550,000  used for a note  receivable.  The $945,881  used for
financing  activities  comprised of $761,445 for the purchase and  retirement of
treasury stock and $184,486 used for payment of dividends.

         Working capital of $5,016,391  decreased $652,550 or 13% during the six
months and the working capital ratio increased to 9.52 to 1 from 6.31 to 1 as of
June 30, 1996.

         Stockholder's  equity per share at December 31, 1996  increased 2.1% to
$4.37 per share  compared with $4.28 at June 30, 1996. As previously  authorized
by the Board, 114,000 shares of GMCC stock was purchased at the cost of $761,445
and was retired and canceled during the current six month period.

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


    Item 2B - Management's Discussion and Analysis of Results of Operations :
          Quarter --- December 31, 1996 compared with December 31, 1995


         Sales  increased  this quarter as reflected in the current period sales
of $2,543,418 by $122,597 or 5.1% from the same quarter last year.  Sales at all
locations  continue  to  increase  over last year due to an increase in customer
contracts,  increased volume and a larger sales force.  Management  expects this
positive  trend to continue  through the remainder of the year.  The  additional
space at our Wisconsin  facility is complete and will be  operational by spring.
Response  to our Web site on the World Wide Web  (http://www.magnaplate.com)  is
continuing  to be met with  tremendous  response and has resulted in  additional
sales.

         The  additional  international  advertising  has been  met  with  great
response as  justified by the  continuing  increase in royalty  income.  Royalty
income for the quarter  was  $99,806 an  increase  of 5% compared  with the same
quarter in 1995.  Negotiations are continually taking place regarding  potential
new  licensees.   The  $46,381  decrease  in  investment  and  other  income  is
attributable  to a decline in the market at December 31, 1996 and lower dividend
and interest income earned at the period end. Management believes the investment
portfolio  to be sound,  diversified  and less  susceptible  to  extreme  market
fluctuations while providing dividend and interest income.

         Reflecting the above, gross revenue for the latest quarter of this year
of $2,789,219 increased $81,008 or 2.9% from the same quarter last year.
<PAGE>
         Total costs and expenses  were  $2,199,489  in the second  quarter,  an
increase  of  $55,542  or 2.6% from the same  quarter  last  year.  The  minimal
increase is due to moderate price increases from our vendors,  higher  inventory
of raw  materials  due to increased  sales and  increases  in ordinary  payroll.
Management has successfully stabilized costs in direct proportion to revenue and
continues to monitor spending.

          Income  before  corporate  income  taxes was  $589,730  in this year's
second  quarter,  an increase of $25,466 or 4.5% from the  $564,264  achieved in
last year's second quarter. Corporate income taxes and the effective tax rate in
this year's  second  quarter were $200,800 and 37%  respectively,  compared with
$204,900 and 36% in the second quarter of last year.

         Based on the above, net income of $388,930 increased by $29,566 or 8.2%
in the second  quarter of this year from the  $359,364  achieved  in last year's
second quarter.

         Earnings  per share were up 15.4% in this  year's  second  quarter ( or
$.15 compared to $.13 in last year's second  quarter).  During the current three
month  period  114,000  shares of  treasury  stock were  retired  and  canceled,
resulting in a weighted average of outstanding  2,571,469  compared to 2,720,884
for the same period last year.

        Six Months --- December 31, 1996 compared with December 31, 1995: 

         Gross revenue for this year's first six months of $5,390,237  increased
$69,961 over last year, an increase of 1%.

         Total  costs  and  expenses  for the  current  six  month  period  were
$4,323,970 an increase of $97,913 or 2% from last year. As a percentage of gross
revenue, total costs and expenses in 1996 were 80% compared to 79% in 1995. Cost
of Sales as a percentage of gross revenue for the latest six months increased to
39%  from  37% in the same  period  of last  year.  Selling  and  administration
decreased to 36% of gross  revenue in the latest  period  compared with 37% last
year.  Depreciation and amortization  decreased to 5% of gross revenue this year
compared with 6% in 1995.

         As a result of the above,  gross income before  corporate  income taxes
for the first six months of this year was  $1,066,267,  a decrease of $27,952 or
2.6% from last year.

         Corporate  income taxes in this year's first six months were  $377,500,
compared  to  $399,300  for the  comparable  period of last year,  a decrease of
$21,800 or 5.8%.  As detailed in note 5, this year's  effective tax rate was 35%
compared with 36% last year.

         As a result of the above,  net income of $688,767  this year was $6,152
or .9% less than the $694,919  achieved last year.  Earnings per share were $.26
this  year,  compared  with $.25 a share  last year an  increase  of $.01 or 4%.
During the six month period  114,000  shares of treasury  stock were retired and
canceled,  resulting in a weighted average this year of 2,603,133  compared with
2,731,770 in 1995.

         As detailed in note 7 to the  consolidated  financial  statements,  the
previous legal matters have been resolved. No new legal matters are expected.
<PAGE>
         Negotiations  are  continuing  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: February 13, 1997


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


DATE: February 13, 1997 


/s/Susan E. Neri
---------------- 
   Susan E. Neri 
   Chief Accounting Officer
<PAGE>
                       MINUTES OF THE 1996 ANNUAL MEETING
                               OF SHAREHOLDERS OF
                         GENERAL MAGNAPLATE CORPORATION

         The  Annual  Meeting  of  the   Shareholders   of  General   Magnaplate
Corporation was held at the offices of the Company at 1331 U.S. Route 1, Linden,
New Jersey, on November 6, 1996 at 2:00 p.m., E.S.T., pursuant to due notice.

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

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

         At the  request of the Chair,  the  Secretary  presented  a copy of the
Annual  Report,  the  Notice of Annual  Meeting of  Shareholders,  and the Proxy
Statement and Proxy Card,  together with an Affidavit of Ms. Patricia  Popovich,
Senior Account Administrator of Registrar and Transfer Company, duly sworn as to
the mailing on October 11,  1996,  of such Annual  Report,  the Notice of Annual
Meeting  of  Shareholders,  and the  Proxy  Statement  and  Proxy  Card for such
Meeting,  to each holder of record of the Common  Stock of the Company as of the
close of business  on October 4, 1996,  as shown by the  records  maintained  by
Registrar and Transfer Company, Cranford, New Jersey.

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

         The  Chair  requested  the  Secretary  to report  the  number of shares
present in person and by proxy.  The  Secretary  submitted  a list of holders of
record of the Common Stock of the Company as of the close of business on October
4, 1996, prepared and certified by Registrar and Transfer Company, Cranford, New
Jersey,  Transfer  Agent for the Company,  and stated the list would remain open
during the Meeting for  inspection by any  interested  shareholder.  He reported
that there were present, in person and by proxy, the holders of 2,422,357 shares
of Common Stock out of 2,634,797 shares of the Company's stock outstanding as of
October 4, 1996. The Secretary declared that not only was a quorum present,  but
noted that an  extra-ordinary  number,  91.9%, of the shareholders had responded
and were present in person or by proxy,  whereupon  the Chair  declared that the
Meeting was open for the conduct of business.

         The Chair stated that extra copies of the Annual Report to Shareholders
of the Company for the fiscal year  ending June 30,  1996,  including  financial
statements  audited by Mauriello,  Franklin & Lo Brace,  filed on Form 10-K with
the  Securities  and  Exchange  Commission,  as well as other  printed  material
concerning  products and services of the Company,  were  available for those who
wished to examine same.

         The Chair stated that the next order of business was the reading of the
Minutes of the last (1995) Annual Meeting of the Shareholders.  Upon motion made
by Mr. W. Alina,  seconded by Mr. J.  Wallwork,  and  unanimously  carried,  the
reading of the Minutes of the 1995 Annual Meeting of Shareholders was waived.
<PAGE>
         The Chair  announced  the  appointment  of Ms. Susan Neri and Mr. Ralph
Confessore  (shareholder) as Inspectors of Election.  The Inspectors of Election
delivered their Oath of Office, which Oath of Office and Certificate thereof was
ordered filed with the Minutes of the Meeting.  The list of  shareholders of the
Company was  delivered to the  Inspectors  of Election,  and the Chair asked all
persons  present who were  shareholders of the Company and who had not sent in a
proxy, to identify themselves to the Inspectors of Election, and if they did not
wish to vote in person,  there were extra  proxies on hand which they could fill
in and give to the Inspectors of Election.

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

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


         The Chair called for any further nominations and, there being none, and
the nominees having accepted their  nomination,  upon motion duly made by Ms. A.
Dente, and seconded by Mr. T. Aitken, and unanimously carried,  nominations were
closed.

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

No. of Shares Voting By Proxy        For             Against          Abstain
-----------------------------        ---             -------          -------
<S>                                <C>                  <C>           <C>
S. Thomas Aitken                   2,409,021             0            13,336
Candida C. Aversenti               2,412,221             0            10,136
Edmund V. Aversenti, Jr.           2,405,521             0            16,836
Charles P. Covino                  2,411,949            72            10,336
Harold F. Levin                    2,409,021             0            13,336
Edward A. Partenope, Jr.           2,412,021             0            10,336
James H. Wallwork                  2,412,021             0            10,336
</TABLE>

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

         The  Secretary  reported  the  results  to the  Meeting,  and the chair
thereupon  announced  that the  Seven  (7)  persons  nominated  had  received  a
plurality of the votes cast at the Meeting and had been duly  elected  Directors
of the Company to hold office until the 1997 Annual Meeting of  Shareholders  in
accordance with the By-Laws and to serve until their successors shall be elected
and shall qualify.
<PAGE>
         The Chair stated that the next item of business was ratification of the
selection of the Company's  independent auditors for the fiscal year ending June
30, 1997, adding that Mauriello,  Franklin & Lo Brace of Springfield, New Jersey
had served as the Company's  independent  auditors nearly thirty years,  and for
the fiscal year ended June 30, 1996.  She indicated  that the Board of Directors
had selected the same firm as the Company's independent auditors for the current
fiscal  year,  subject to the vote of the  shareholders.  A motion was then duly
made by Mr. J. Wallwork,  and seconded by Ms. S. Neri, for  confirmation  of the
selection  of  Mauriello,  Franklin  & Lo  Brace  as the  Company's  independent
auditors for the current fiscal year ending June 30, 1997.

         Balloting  for  the  confirmation  of the  selection  of the  Company's
independent  auditors then took place, after which the ballots were submitted to
the Inspectors of Election.  After the ballots were tabulated, the Inspectors of
Election reported to the Secretary that 2,411,001 shares had been voted by proxy
in favor of the selection of the Company's independent auditors, that 972 shares
had been  voted  against,  and that  10,384  shares  had voted to  abstain.  The
Inspectors of Election  also  reported to the Secretary  that no shares had been
voted in person in favor of or in opposition to the selection. The Report of the
Inspectors of Election was ordered filed with these minutes.

         The Secretary reported the vote and the Chair thereupon  announced that
Mauriello,  Franklin & Lo Brace having received a plurality of the votes cast at
the Meeting,  had been duly elected and confirmed as the  Company's  independent
auditors for the current fiscal year ending June 30, 1997.

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

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

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

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

                                 MAGNAPLATE NEWS

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

FOR IMMEDIATE RELEASE
Linden, New Jersey February 12, 1997
 
NASDAQ SYMBOL GMCC

                     GENERAL MAGNAPLATE CORPORATION (GMCC)
              Six Month Report To Stockholders -- December 31, 1996 

         The  Board of  Directors  declared  a  dividend  of $.06  per  share to
stockholders of record February 28, 1997, payable on March 14, 1997.


       Condensed Statement of Income - Six Months Ending December 31, 1996 
                       

<TABLE>
<CAPTION>
                                                      1996               1995
                                                   ----------         ----------
<S>                                                <C>                <C>       
Gross Revenue ............................         $5,390,237         $5,320,276
Income Before Taxes ......................          1,066,267          1,094,219
Net Income ...............................            688,767            694,919
Earnings Per Share .......................         $     0.26         $     0.25
Avg. Shares Outstanding ..................          2,603,133          2,731,770
</TABLE>


                            ***********************


      Condensed Statement of Income - Three Months Ending December 31, 1996 
                      
<TABLE>
<CAPTION>
                                                      1996               1995
                                                   ----------         ----------
<S>                                                <C>                <C>       
Gross Revenue ............................         $2,789,219         $2,708,211
Income Before Taxes ......................            589,730            564,264
Net Income ...............................            388,930            359,364
Earnings Per Share .......................         $     0.15         $     0.13
Avg. Shares Outstanding ..................          2,571,469          2,720,884
</TABLE>