SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


                                    FORM 10Q

                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

FOR QUARTER ENDED DECEMBER 31, 1995                   COMMISSION FILE NO. 0-3415

                               STV GROUP, INCORPORATED
(Exact name of registrant as specified in its charter)


     Pennsylvania                                            23-1698231
(State or other jurisdiction of                 (I.R.S. Employer Identification)
 incorporation or organization)


11 Robinson Street, Pottstown, Pennsylvania                   19464
(Address of principal executive offices)                    (Zip Code)


                      (610) 326-4600
(Registrant's telephone number, including area code)


Securities registered pursuant to Section 12(g) of the Act:


                          Common Stock $1.00 par value
                                (Title of class)


As of December  31,  1995,  there were  1,821,246  shares of common stock of the
registrant outstanding.

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 twelve 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



<PAGE>


                 PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

               STV GROUP, INC., AND SUBSIDIARIES

             CONSOLIDATED CONDENSED BALANCE SHEETS

                           UNAUDITED
<TABLE>
<CAPTION>

                                                          December 31, 1995            September 30, 1995
<S>                                                  <C>                         <C>

ASSETS
Current Assets
  Cash                                                         $187,000                     $668,000
  Accounts Receivable                                        23,730,000                   21,758,000
  Costs and Estimated Profits of Uncompleted
   Contracts in Excess of Related Billings                   12,693,000                   12,976,000
  Income Taxes Recoverable                                      432,000                      486,000
  Deferred tax benefit                                          495,000                      344,000
  Other Current Assets                                        1,177,000                    2,059,000
                                                              ---------                    ---------

  Total Current Assets                                       38,714,000                   38,291,000

Property and Equipment                                       12,016,000                   12,068,000

  Less Accumulated Depreciation                              10,371,000                   10,185,000
                                                             ----------                   ----------

    Net Property and Equipment                                1,645,000                    1,883,000

Deferred Tax Benefit                                            847,000                      847,000

Other Assets                                                    605,000                      605,000
                                                                -------                      -------

      TOTAL                                                 $41,811,000                  $41,626,000
                                                            ===========                  ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
  Current Liabilities
    Notes and Accounts Payable                              $18,626,000                  $19,845,000
    Accrued Wages and Expenses                                7,266,000                    6,532,000
    Billings on Uncompleted Contracts in Excess of
      Related Costs                                           4,035,000                    3,344,000
                                                              ---------                    ---------

      Total Current Liabilities                              29,927,000                   29,721,000

  Long-Term Debt                                              2,034,000                    2,033,000

  Stockholders' Equity
    Preferred Stock                                                   0                            0
    Common Stock                                              1,921,000                    1,921,000
    Capital Surplus                                           3,003,000                    3,003,000
    Retained Earnings                                         5,322,000                    5,219,000
                                                              ---------                    ---------

      Total                                                  10,246,000                   10,143,000
        Less:  Treasury Stock                                   271,000                      271,000
               Loans Receivable from Officers                   125,000                            0
                                                                -------                            -

      Total Stockholders' Equity                              9,850,000                    9,872,000

      TOTAL                                                 $41,811,000                  $41,626,000
                                                            ===========                  ===========

</TABLE>


<PAGE>


            STV GROUP, INC., AND SUBSIDIARIES

          CONSOLIDATED STATEMENTS OF CASH FLOWS

                        UNAUDITED
<TABLE>
<CAPTION>

                                                                           THREE MONTHS ENDED
                                                                               December 31
                                                                       1995                       1994

<S>                                                            <C>                         <C>

Operating Activities
  Net Income                                                          $103,000                 $132,000
  Adjustments to reconcile net income to
    net cash provided by operating activities
      Depreciation and Amortization                                    291,000                  220,000
      Deferred Tax Benefit                                                   0                        0
      Other                                                           (129,000)                 104,000
      Stock contribution to Employee Stock
        Ownership Program (ESOP)                                             0                  400,000
  Changes in Operating assets and liabilities
      Accounts Receivable                                           (1,972,000)               2,226,000
      Costs of uncompleted contracts in
        excess of billings and prepaid expenses                        959,000                1,530,000
      Accounts Payable and accrued expenses                            621,000               (1,565,000)
      Billing in excess of related costs                               692,000                  943,000
      Current Income Taxes                                             110,000                   28,000
                                                                       -------                   ------
Net Cash provided by operating activities                             $675,000               $4,018,000

Investing Activities
  Purchase of Property and Equipment                                   (30,000)                  (7,000)
  Purchase of Software                                                  (1,000)                 (14,000)
  Decrease (Increase) in other assets                                  (23,000)                  32,000
                                                                       -------                   ------
    Net Cash provided (used) by investing activities                  ($54,000)                 $11,000

Financing Activities
  Proceeds from line of credit and long term
    borrowings                                                      19,150,000               21,700,000
  Principal payments on line of credit and long
    term borrowings                                                (20,252,000)             (25,370,000)
                                                                   -----------              ----------- 
    Net Cash (used) provided by financing
      activities                                                   ($1,102,000)             ($3,670,000)

  Increase (decrease) in cash and equivalents                         (481,000)                 359,000
  Cash and equivalents at beginning of year                            668,000                  640,000
                                                                       -------                  -------
    Cash and equivalents at end of period                             $187,000                 $999,000
                                                                      ========                 ========

</TABLE>


<PAGE>


            STV GROUP, INC., AND SUBSIDIARIES

            CONSOLIDATED STATEMENTS OF INCOME

                        UNAUDITED
<TABLE>
<CAPTION>

                                                                        THREE MONTHS ENDED
                                                                           December 31
                                                                   1995                   1994
<S>                                                      <C>                       <C>

Revenue

  Total Revenue                                                $22,983,000              $22,817,000
    Less Subcontract and Procurement Costs                       4,979,000                5,464,000
                                                                 ---------                ---------

  Operating Revenue                                            $18,004,000              $17,353,000

Costs and Expenses

  Costs of Services and Sales                                   16,121,000               15,468,000
  General and Administrative                                     1,205,000                1,153,000
  Interest in Joint Venture                                         (4,000)                 104,000
  Interest                                                         428,000                  383,000
                                                                   -------                  -------

Total Costs and Expenses                                        17,750,000               17,108,000

Income Before Income Taxes                                         254,000                  245,000

Income Taxes                                                       151,000                  143,000 *
                                                                   -------                  -------  

Net Income                                                        $103,000                 $102,000 *
                                                                  ========                 ========  

Earnings per share:                                                  $0.06                    $0.05 *

Weighted Average Common Shares and
  Equivalents                                                     1,865,182                1,798,491
</TABLE>


*  Income  taxes,  net income and  earnings  per share for the first  quarter of
   fiscal year 1995 have been restated from the amounts previously reported. The
   restatements  reflect a correction  in the  effective  annual income tax rate
   which has been applied to the respective fiscal year quarters. The effects of
   the restatements were reductions to net income of $30,000, or $.02, per share
   in the quarter ended December 31, 1994.



<PAGE>


              Notes to Consolidated Condensed Financial Statement

                               December 31, 1995

1 - BASIS OF PRESENTATION

The accompanying unaudited consolidated condensed financial statements have been
prepared in accordance  with the  instruction  to Form 10-Q and therefore do not
include all  information  and  footnotes  necessary for a fair  presentation  of
financial  position,  results of operations,  and cash flows in conformity  with
generally accepted accounting principles.

It should be understood  that the foregoing  interim results are not necessarily
indicative  of the  results  of  operations  for the  full  fiscal  year  ending
September  30, 1995 due in part to  increased  reliance on  estimates at interim
dates.

2 - ACCOUNTING CHANGES

Effective October 1, 1994, the Company adopted Statement of Financial Accounting
Standards (SFAS) No. 112, "Employers'  Accounting for Postemployment  Benefits,"
in accounting  for  disability  benefits.  Prior to October 1, 1994, the Company
recognized the cost of providing  these benefits on a cash basis.  Under the new
method of accounting,  the Company accrues the benefits when it becomes probable
that such benefits will be paid and when sufficient  information  exists to make
reasonable  estimates of the amounts to be paid. This  accounting  change had no
material effect on net income or net worth. As required by the Statement,  prior
year  financial  statements  have not been  restated  to  reflect  the change in
accounting method.






<PAGE>


Item 2.  Management Discussion and Analysis of the Results of Operation

Total  revenues for the quarter ended December 31, 1995 (first quarter of fiscal
1996)  increased  0.7% as  compared  to the first  quarter  of  fiscal  1995 and
increased 3.8% as compared to the previous  quarter.  Operating  revenues (total
revenues  excluding  pass  through  costs) for the first  quarter of fiscal 1995
increased  3.8% as  compared to the first  quarter of fiscal 1995 and  increased
4.9% as compared to the previous  quarter.  The  increase in operating  revenues
reflects an increase in the demand for transportation engineering.

Pass-through  costs,  expressed as a percentage of total  revenues  decreased to
21.7% as compared to 23.9% in the first  quarter of fiscal 1995 and 22.5% in the
previous  quarter.  Pass  through  costs  will  vary  depending  on the need for
specialty subconsultants and governmental subcontract requirements.

Cost of services,  expressed as a percentage of operating revenues, increased to
89.5% for the first  quarter of fiscal  1996 from 89.1% in the first  quarter of
fiscal 1995 and 89.1% in the fourth  quarter of fiscal 1995. The increase in the
percentage  from the first and fourth  quarter of fiscal  1995 was due mainly to
the increase in direct labor as a component of revenue.

General and  administrative  expense,  expressed  as a  percentage  of operating
revenues,  increased  slightly to 6.7% in the first  quarter of fiscal 1996 from
6.6% in the first quarter of fiscal 1995 but decreased from 8.3% in the previous
quarter.  The decrease  from the  previous  quarter of fiscal 1995 was due to an
increase in revenues and lower legal costs.

The interest in a architectural joint venture changed from a loss of $104,000 in
the first  quarter of fiscal 1995 to a profit of $4,000 in the first  quarter of
fiscal 1996.  The Company has chosen to wind-down and  eventually  terminate the
joint venture.

Interest, expressed as a percentage of operating revenues, increased to 2.4% for
the first  quarter of fiscal 1995 from 2.2% of the first  quarter of fiscal 1995
but was comparable to 2.4% of the previous quarter. As a dollar amount, interest
increased  $41,000 in the first  quarter of fiscal  1996  compared  to the first
quarter of fiscal 1995 due to the increase in borrowings during the quarter.


<PAGE>


Income tax  expense  for the first  quarter of fiscal  1996 was 59.4% of pre-tax
income compared to a restated 58.4% in the first quarter of fiscal 1995.

Earnings  per common  share for the first  quarter  of fiscal  1996 were 6 cents
based on 1,865,182 shares outstanding which is comparable to the 5 cents for the
first quarter of fiscal 1995 based on 1,798,491 shares outstanding.

Financial Condition
Working  capital  increased to  $8,787,000  from the  $8,570,000 in the previous
quarter. Capital resources available to the Company included an existing line of
credit for  working  capital.  The current  limit is a maximum of $16.5  million
based on accounts  receivable and  work-in-progress  of which approximately $2.6
million is currently available. The Company believes the existing line of credit
is adequate to meet the financial needs of the Company.  The Company is planning
to continue  its program of  purchasing  computer-assisted  design and  drafting
equipment.

The Company's backlog is approximately $117 million.



<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.







STV GROUP, INCORPORATED
    (Registrant)




  February 14, 1996                       By:  /s/ Michael Haratunian
---------------------                          ----------------------
         Date                                  Michael Haratunian
                                               Chairman, Chief Executive Officer






  February 14, 1996                       By:  /s/ Peter W. Knipe
----------------------                         --------------------
         Date                                  Peter W. Knipe
                                               Secretary/Treasurer