FORM 10-K
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

(Mark One)

( X )     Annual Report Pursuant to Section 13 or 15(d) of the Securities
          Exchange Act of 1934 (Fee required)

For the fiscal year ended December 31, 1995 or

(   )     Transition Report Pursuant to Section 13 or 15(d) of the Securities
          Exchange Act of 1934 (No Fee Required)

Commission file number 1-500
                                  PORTEC, INC.
             (Exact name of Registrant as specified in its charter)
         
      Delaware                          36-1637250
(State or other jurisdiction of         (I.R.S. Employer
incorporation or organization)          Identification Number)

One Hundred Field Drive, Suite 120, Lake Forest, Illinois    60045
(Address of principal executive offices)               (Zip Code)

Registrant's telephone number, including area code: (847) 735-2800

Securities registered pursuant to Section 12(b) of the Act:
 
                                        Name of each exchange on
Title of each class                     which registered
Common Stock -- $1 par value            New York Stock Exchange
     (voting)                           Chicago Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None
                                                

     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, and (2) has been subject to such filing
requirements for the past 90 days.  Yes  X   No ___.

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  (X)

     As of March 25, 1996, 4,304,913 shares of Registrant's common stock were
issued and outstanding and the aggregate market value of such shares (based upon
the closing price for such shares shown on the Composite Tape on that date) held
by non-affiliates of Registrant was approximately $32,394,000.  For this
purpose, non-affiliates are deemed to be all stockholders other than directors
and officers of the Registrant.

     Portions of Registrant's 1995 Annual Report to Stockholders (Parts I, II
and IV of Form 10-K) and portions of PORTEC, Inc.'s Proxy Statement for its 1996
Annual Meeting of Stockholders (Parts I and III of Form 10-K) are incorporated
herein by reference.



                                     PART I

Item 1.  Description Of Business.

     (a)  General Development Of Business.

     Registrant (hereinafter referred to as the "Company") was incorporated in
Delaware in 1928 as Poor & Company, combining the businesses of several compa-
nies which supplied the railroad industry with a line of track components and
equipment and supplied other industries with steel forgings.  Since then, the
Company has changed the scope of its operations through internal development,
acquisitions and dispositions to include the manufacture and sale of track com-
ponents, load securement systems, construction equipment and materials handling
equipment.  Additional information regarding the Company's business is contained
on pages 4 through 9 of the Company's 1995 Annual Report to Stockholders ("1995
Annual Report") and said Section is incorporated herein by reference.  The
Company's name was changed to PORTEC, Inc. in 1968.

     The Company executed a Credit Agreement amended as of June 13, 1995
("Credit Agreement") with the NBD Bank which provides the Company with a
revolving credit facility.  None of the Company's assets were required to be
pledged as security under the amended Credit Agreement.  Portec, Ltd., a wholly-
owned subsidiary of the Company, executed a Credit Authorization as of July 15,
1994 with NBD Bank, Canada which provided for a term loan of $4,000,000 on an
unsecured basis.  This term loan was paid in full during 1995.  For additional
information on the Credit Agreement and Credit Authorization see Note 6 of the
Notes to Consolidated Financial Statements appearing on page 24 of the 1995
Annual Report.

     On November 1, 1993, Portec, Ltd., the Company's Canadian subsidiary,
acquired the assets of Welland Vale, Ltd.  Located in St-Jean, Quebec, Welland
Vale, Ltd. had been the principal supplier of rail anchors, the primary product
of Portec, Ltd., for many years.

     In November 1993, the Company acquired the assets of Nor-East Equipment, a
manufacturer of conveyor systems for solid waste recycling facilities.  In
December, Portec (U.K.) Ltd., the Company's subsidiary in the United Kingdom,
purchased the assets of PVH Engineering which added a number of products related
to existing materials handling lines.  In July 1995, Portec (U.K.) Ltd. sold the
assets of PVH Engineering after transferring several of PVH's proprietary
materials handling product lines to the Portec (U.K.) Ltd. manufacturing
facility.

     On April 29, 1994, the Company acquired certain of the assets of Count
Recycling Systems, Inc.  Located in Des Moines, Iowa, Count Recycling Systems,
Inc. is a supplier of materials recovery facilities (MRF's) for the sorting and
recycling of residential and commercial solid waste.

The Company acquired certain assets of Innovator Manufacturing, Inc. on July 18,
1994.  Innovator Manufacturing, Inc., located in London, Ontario, Canada, was a
producer of equipment used for the processing of green yard waste, waste wood
and demolition debris.  Immediately following the purchase, production was
transferred from London, Ontario to Yankton, South Dakota.  Portec, Ltd., a
wholly-owned subsidiary of the Company acquired the stock of Innovator Holdings
on July 20, 1994.  During the fourth quarter of 1995, a Canadian research and
development facility acquired as a part of Innovator Holdings was closed.  For
additional information on the closing of Innovator Holdings see Note 15 of the
Notes to Consolidated Financial Statements appearing on page 31 of the 1995
Annual Report.

     (b)  Financial Information About Industry Segments.

     Financial information and identifiable assets' information applicable to
the Company's business segments are contained in the Section entitled "Business
Segments",  appearing on page 10 of the 1995 Annual Report.  Note 15 of the
Notes to Consolidated Financial Statements appearing on page 31 of the 1995

                                        

Annual Report contains additional information related to the business segments,
and said Section and Note are incorporated herein by reference.

     (c)  Narrative Description Of Business.

     (i)  Description Of Business, Products And Markets.  A description of the
Company's continuing business and descriptive information about the Company's
products, business units and methods of distribution included in each business
segment are contained on pages 4 through 9 of the 1995 Annual Report and those
pages are incorporated herein by reference.  Principal markets served are
reflected in the Company's three business segment's namely, Construction
Equipment, Materials Handling and Railroad.

     (ii)  Announced New Products Or Segments Of Material Importance.  The
Company regularly makes improvements to its existing products and develops new
products.  However, during 1995 these activities did not require the investment
of a material amount of the assets of the Company and this practice is expected
to continue in 1996.

     (iii) Sources And Availability Of Materials.  Steel and steel fabrications
are the principal materials used in the Company's products.  There are a large
number of domestic and foreign suppliers of these materials.

     (iv)  Patents, Trademarks And Licenses.  The Company owns a number of
patents, trademarks and licenses applicable to each of its business segments and
considers them, in the aggregate, to be of competitive importance.  However, the
Company does not consider that any single patent, trademark or license or group
of patents, trademarks or licenses is of such importance that its or their loss
would materially affect the Company's business as a whole.  

     (v)  Seasonality Of Business.  The demand for certain of the Company's
products is subject to seasonal fluctuations.  In particular, the Company's
Construction Equipment and Railroad product lines experience normal downturns in
sales during the end of the third and throughout the fourth quarters due in
large part to reductions in construction and track work.  This reduction in
sales generally has a negative impact on the Company's fourth quarter results.  

     (vi)  Working Capital.  The Company's working capital requirements are
consistent with those of other industrial companies with which it is in competi-
tion.  As pointed out in the immediately preceding paragraph (v), the demand for
certain of the Company's products is subject to seasonal fluctuations.  These
fluctuations result in a need for increased working capital during the first six
months of a year. The Company had current ratios of 2.1, 1.6 and 1.5 to 1 at
December 31, 1995, 1994 and 1993, respectively. 

     (vii) Principal Customers Of Business Segments.  No segment of the Company-
's business is dependent upon a single customer; however, the Company's Railroad
segment is mainly dependent upon sales to United States and Canadian railroads
and TTX Company.  In 1995, no single customer accounted for 10 percent or more
of the Company's consolidated revenues.

     (viii) Backlog Of Orders.  The Company's backlog of orders at December 31,
1995, was $21,590,000, compared with backlog at December 31, 1994, of $24,339,0-
00.  The backlog at December 31, 1995, is believed to be firm and 100% is
deliverable in 1996.  Orders received in 1995 were $95,848,000, a 5% decrease
from $100,687,000 in orders received in 1994.

     (ix)  Government Contracts.  The Company provides goods to various branches
or departments of the United States Government.  These sales are routine in
nature and do not comprise a significant amount of the Company's business.

     (x)  Competitive Conditions.  The markets in which the Company sells its
products are highly competitive in the areas of price, delivery, service,
warranty and product performance.  In each of its business segments, the Company

                                        

competes with several different companies, some of which are larger and have
greater financial resources.

     (xi) Research And Development.  The Company estimates research expenditures
for continuing operations related to the development
of new products and improvements of existing products were $900,000, $510,000
and $475,000 for the years 1995, 1994 and 1993, respectively.  Customer-spon-
sored research activities were not material in those years.

     (xii) Environment Expenditures.  Compliance with federal, state and local
laws relating to the discharge of materials into the environment or otherwise
relating to the protection of the environment did not have a material effect
upon capital expenditures, earnings or competitive position of the Company in
1995 and are not expected to have a material effect on 1996 results.  In regard
to environmental matters, see the Subsection entitled "Environmental" of the
Section entitled "Management's Discussion And Analysis" appearing on page 16 of
the 1995 Annual Report and said Subsection is incorporated herein by reference.
  

     (xiii) Number Of Employees.  The number of persons employed by the Company
as of December 31, 1995, was 637 compared with 779 at December 31, 1994.

     (d) Financial Information About Foreign And Domestic Operations And Exports
Sales.

     The Section entitled "Geographic Areas" appearing on page 11 of the 1995
Annual Report contains information as to the Company's United States, interna-
tional and export net sales, operating profit and identifiable assets and said
Section is incorporated herein by reference for each of the years 1995, 1994 and
1993.  The Company's Canadian operation, Portec, Ltd., is a supplier to the two
major Canadian railroads.  Both of these railroads are currently undergoing
significant restructuring which has had a negative impact on the performance of
Portec, Ltd.  The Company anticipates that negative impact to effect performance
into the future.

Item 2.  Properties.

     The Company's principal operations are conducted at the designated proper-
ties listed below.  The buildings on these properties are of various ages and
construction, generally considered satisfactorily maintained and suitable for
the Company's operations and, except as otherwise indicated, are owned by the
Company.
<TABLE>
<S><C>

United States Properties:
                                  Approx.                                            Principal
Business                          Sq. Ft.                                                     Segments Using 
Location                          of Bldg.                  Description                       Property


Lake Forest, Illinois                3,200         Principal office of the Company            Corporate Office
                                                   occupied under lease expiring                    
                                                   October 21, 1999.

Canon City, Colorado                61,000         Flomaster and Pathfinder                         (c)
                                                   Divisions' production facility. 

Canon City, Colorado                91,800         Material Handling Group's                        (c)
                                                   principal office and
                                                   production facility. 

Des Moines, Iowa                     5,000         Count Recycling Systems Division's               (c)
                                                   principal offices occupied under
                                                   lease expiring October 1999.

                                                                 

Huntington, West Virginia           103,600        Railway Maintenance Products                     (b)
                                                   Division's principal production
                                                   facility occupied under lease
                                                   expiring October 1999. 

Oak Brook, Illinois                  5,200         Principal offices of the                         (b)
                                                   Shipping Systems Division                         
                                                   occupied under lease expiring 
                                                   November 1997.

Pittsburgh, Pennsylvania           166,000         Railway Maintenance Products                     (b)
                                                   Division's office and former
                                                   railway maintenance equipment
                                                   production facility. (e) 
                                                                                            
Troy, New York                     137,000         Railway Maintenance Products                      -           
                                                   Division's former rail joint
                                                   production facility. (d) 

Yankton, South Dakota              230,000         Construction Equipment                           (a)
                                                   Division's principal                    
                                                   offices and production
                                                   facilities. 


Foreign Properties:
                                  Approx.                                                     Principal
Business                          Sq. Ft.                                                     Segments Using
Location                          of Bldg.         Description                                Property

Birmingham, England                  3,800         PORTEC (U.K.) Ltd's former                        - 
                                                   office occupied under lease
                                                   expiring March 1, 1998. (f)
Ruabon, Wrexham
Clwyd, Wales                        23,600         Portec (U.K.) Ltd.'s principal                   (b)
                                                   office and production facility.

Montreal, Canada                     6,300         Portec, Ltd.'s principal                         (b)
                                                   office - occupied under lease
                                                   expiring April 30, 1996.

Saint-Jean, Canada                  35,000         Portec, Ltd.'s principal                         (b)
                                                   production facility

St. Thomas, Canada                   4,000         Innovator Holdings former                         -
                                                   principal office occupied   
                                                   under lease expiring
                                                   November 11, 1997. (f)
(a)      Construction Equipment Segment.
(b)      Railroad Segment.
(c)      Materials Handling Segment.
(d)      Presently being offered for sale.
(e)      Presently leased to a tenant who has an option to buy.
(f)      Presently unoccupied.
</TABLE>

Item 3.  Legal Proceedings.

     There are various lawsuits and claims pending against the Company.  In the
opinion of management, any liabilities that may result from such lawsuits and
claims will not materially affect the consolidated financial position of the
Company.



                                        

Item 4.  Submission Of Matters To A Vote Of Security Holders.

     During the fourth quarter of 1995, there were no matters submitted to a
vote of security holders of the Company through the solicitation of proxies or
otherwise.

Executive Officers Of The Company.

     The following is a list of the Company's executive officers, their ages,
and their positions and offices as of March 25, 1996:



Name of          Age as of         Current Position with         Officer
Executive       March 25, 1996       The Company               Since

Albert Fried, Jr.   66        Chairman of the Board            1989

Michael T. Yonker   53        President and Chief              1988
                              Executive Officer and Director

John S. Cooper      61        Senior Vice President,           1983
                              Group Executive of the
                              Railroad Group and
                              General Manager of the
                              Railway Maintenance
                              Products Division

Nancy A. Kindl      54        Vice President,                  1982
                              Treasurer, Secretary,
                              Controller and Chief
                              Financial Officer

Kevin C. Rorke      47        Vice President,                  1995
                              Group Executive of
                              Materials Handling Group


Family Relationships And Agreements

There are no family relationships among the officers.  Each executive officer
except Mr. Fried and Mr. Rorke has an agreement with the Company relating to his
or her employment as generally described in the Section entitled "Employment,
Termination, and Change-in-Control Agreements" appearing on pages 13 through 15
of the Company's 1996 Proxy Statement and said Section is incorporated herein by
reference.  The Company's officers are chosen by its Board of Directors.  Any
officer elected or appointed by the Board may be removed with or without cause
at any time by the affirmative vote of the majority of the whole Board.

Business Experience

     Mr. Albert Fried, Jr. became a member of the Company's Board of Directors
in December 1988 and the Company's Chairman of the Board in October 1989.  He
has been a member of the Company's Nominating Committee since December 1989.  He
has been the Managing Partner of Albert Fried & Company, New York, New York
(investment banking) for more than ten years and also is the Managing Partner of
Buttonwood Specialists, L.P. New York, New York, specialists on the New York
Stock Exchange.  He is a member of the New York Stock Exchange, Inc. and the New
York Futures Exchange.  He is a director and vice-chairman of Oneita Industries,
Inc. and a director of EMCOR Group, Inc.  He is also a director of various civic
and philanthropic organizations.

     Mr. Michael T. Yonker joined the Company as President and Chief Executive
Officer in December 1988, and continues to serve the Company in that capacity. 

                                        

He became a director in December 1989 and has been a member of the Company's
Nominating Committee since December 1989.  For the period of October 1981 until
December 1988, he was the Vice President and Drive Division Manager of P. T.
Components, Inc., of Philadelphia, Pennsylvania (industrial gear drives) which
was formed as a private company in October 1981.  He is a director of Crown
Andersen, Inc., Modine Manufacturing Company and Woodward Governor Company.

     Mr. John S. Cooper was employed by the Company in July 1979 as Division
Vice President of Operations of the Company's Railcar Division, became Division
Vice President and General Manager of the Railcar Division in August 1980, Vice
President and Group Executive in June 1983, Vice President and General Manager
of the RMC Division in April 1985 and Senior Vice President and Group Executive
of the Railroad Group in February 1987.

     Ms. Nancy A. Kindl was employed by the Company in August 1974, and has held
various accounting, auditing, tax and other financial positions with the
Company.  She left the Company in December 1988 to take a position with Amoco
Technology Company as the Director of Acquisition Projects and returned to the
Company in November 1989 to fill the position of Vice President, Treasurer and
Controller.  She also assumed the positions of Secretary and Chief Financial
Officer effective January 1, 1993.

     Mr. Kevin C. Rorke was employed by the Company in February 1987, as Managr
of Project Management of the Automated Systems Division, became General Manager
of the Automated Systems Division in June 1988 and Group Executive of the
Materials Handling Group in November 1988.  In June 1995, he assumed the
position of Vice President and Group Executive of the Materials Handling Group. 
For the period 1978 until February 1987, he was Project Manager of AGVS and
Towline Systems for FMC Corporation's Material Handling Systems Division.

Other

     There have been no events under any bankruptcy act, no criminal proceedings
and no judgments or injunctions material to the evaluation of the ability and
integrity of the above-name executive officers during the past five years.


                              PART II


Item 5.  Market For The Company's Common Stock And Related Stockholder Matters.

     (a)  Principal Markets.  The principal markets on which the Company's
common stock is traded are the:  New York Stock Exchange and Chicago Stock
Exchange.

     (b)  Approximate Number of Holders of Common Stock.  Based on information
provided by the Company's stock transfer agent, the number of holders of record
of the Company's common stock as of March 25, 1996 was 1,245.

     (c)  Stock Prices and Dividend Information.  The information contained in
the Section entitled "Quarterly Stock & Dividend Information" appearing on page
36 of the 1995 Annual Report presents for the years 1995 and 1994 quarterly high
and low prices of the Company's common stock, and said Section is incorporated
herein by reference.  There were no cash dividends paid in 1995 or 1994;
however, a 10 percent stock dividend was paid on the shares of common stock on
December 15, 1994.  The closing price for shares of common stock on the Compos-
ite Tape on March 25, 1996 was $9.75.

     The Company's Agreement with NBD Bank limits the Company's right to pay
cash dividends to an amount not to exceed 50% of the cumulative consolidated net
income of the Company and its subsidiaries earned in the preceding fiscal year
of the Company.


                                        

Item 6.  Selected Financial Data.

     The Section entitled "Five-Year Summary" appearing on page 1 of the 1995
Annual Report contains selected financial data relating to the Company and
should be read in conjunction with the Consolidated Financial Statements and
Notes thereto appearing on pages 17 through 32 of the 1995 Annual Report.  Said
Section and pages 17 through 32 are incorporated herein by reference.  Also,
Item 1.(a) of this Report should be read in conjunction with this item.

Item 7.  Management's Discussion And Analysis Of Financial Condition And Results
Of Operations.

     The Section entitled "Management's Discussion And Analysis" appearing on
pages 12 through 16 of the 1995 Annual Report contains information as to the
Company's financial condition, changes in financial condition and results of
operations and said Section is incorporated herein by reference.  Also, the
letter "To Our Stockholders and Employees" appearing on pages 2 and 3, of the
1995 Annual Report, is incorporated herein by reference. 

Item 8.  Financial Statements And Supplementary Data.

     The Consolidated Financial Statements, and Notes thereto appearing on pages
17 through 32 in the 1995 Annual Report, together with the report thereon of
Price Waterhouse LLP dated February 15, 1996, appearing on page 33 in the 1995
Annual Report contain financial information relating to the Company and are
incorporated herein by reference.


Item 9.  Changes In And Disagreements With Accountants On Accounting and
Financial Disclosure.

     None.

                                    PART III


Item 10.  Directors And Executive Officers Of The Company.

     The Sections entitled "Nominees For Election As Directors", "Directors
Whose Term Continue Until 1997", and "Directors Whose Term Continue Until 1998"
appearing on pages 2 through 5, of the Company's 1996 Proxy Statement contain
information relating to directors and nominees for directors and are incorporat-
ed herein by reference.  Certain information as to the Company's executive
officers is contained in the Section entitled "Executive Officers Of The
Company" in Part I of this Form 10-K.

Item 11.  Executive Compensation.

     The Section entitled "Compensation Of Executive Officers" and the Subsec-
tions thereunder appearing on pages 10 through 17 of the 1996 Proxy Statement,
the Section entitled "Employment, Termination, and Change-in-Control Agreements"
appearing on pages 13 through 15 of the 1996 Proxy Statement, the Subsection
entitled "Compensation" of the Section entitled "Board of Director's Matters"
appearing on page 6 of the 1996 Proxy Statement, the Section entitled "Compensa-
tion Committee Interlocks and Insider Participation" appearing on page 7 of the
1996 Proxy Statement, the Section entitled "Report Of The Stock Option and
Compensation Committee Of The Board of Directors" appearing on pages 15 through
17 of the 1996 Proxy Statement and the Section entitled "Performance Graph"
appearing on page 18 of the 1996 Proxy Statement are incorporated herein by
reference and contain certain information relating to past and prospective
remuneration matters applicable to directors and executive officers of the
Company and said Sections and Subsections are incorporated herein by reference.

Item 12.  Security Ownership Of Certain Beneficial Owners And Management.

                                        

       
     The Section entitled "Stock Ownership" appearing on pages 7 through 9 of
the 1996 Proxy Statement contains information relating to ownership of common
stock of the Company by certain beneficial owners and management, and said
Section is incorporated herein by reference.  

Item 13.  Certain Relationships And Related Transactions.

     None.



                                     PART IV



Item 14.  Exhibits, Financial Statement Schedules And Reports On Form 8-K.

(a)(1)  Consolidated Financial Statements of PORTEC, Inc.:

                                                                    Page In 1995
                                                                   Annual Report

Consolidated Statements of Income For the
 Years Ended December 31, 1995, 1994 and 1993...............   17

Consolidated Balance Sheets at December 31, 1995 and 1994...   18

Consolidated Statements Of Cash Flows For the Years
 Ended December 31, 1995, 1994 and 1993.....................   19

Notes to Consolidated Financial Statements (including Unaud-
 ited Quarterly Financial Information)......................   20

Report of Independent Accountants...........................   33





   (2)  Financial Statement Schedules:

                                                                         Page In
                                                                     This Report

Report of Independent Accountants on Financial Statement
 Schedules...................................................  16

Valuation and Qualifying Accounts and Reserves (Schedule
 VIII).......................................................  17

  All other schedules are omitted, because they are not applicable or the
required information is shown in the financial statements or notes thereto.



(3) Exhibits:

 3(a)   The Company's Certificate of Incorporation, as amended to April 29,
        1987, a copy of which was included as Item 6(a)3 of the Company's Form
        10-Q Report for the quarter ended March 31, 1987.*




                                        

 3(b)   The Company's By-Laws, as amended April 23, 1991, a copy of which was
        included as Item 6(a) 3 of the Company's Form 10-Q Report for the
        quarter ended March 31, 1991.*

 4(a)   Credit Agreement dated as of February 12, 1993 by and between NBD Bank
        and the Company, a copy of which was included as Item 7(4)(a) of the
        Company's Form 8-K Report dated March 18, 1993.*

 4(b)   First amendment to Credit Agreement dated as of April 26, 1994 by and
        between NBD Bank and the Company, a copy of which was included as Item
        14(a)(3)4(b) of Part IV of the Company's Form 10-K Report for the year
        ended December 31, 1994.*

 4(c)   Second amendment to Credit Agreement dated as of June 13, 1995 by and
        between NBD Bank and the Company.

10(a)   The Division Management Incentive Compensation Plan effective January 1,
        1996.(x)

10(b)   The Key Management Incentive Compensation Plan effective January 1,
        1996.(x)

10(c)   The Company's Supplemental Non-Qualified Retirement Income Plan For
        Designated Executive Employees as amended effective January 1, 1994, a
        copy of which was included as Item 14(a)(3)10(c) of Part IV of the
        Company's Form 10-K Report for the year ended December 31, 1994.*(x)

10(d)   The 1982 PORTEC, Inc. Employees' Stock Benefit Plan, as amended effec-
        tive April 24, 1984, a copy of which was included as Item 14(a)(3)10(l)
        of Part IV of the Company's Form 10-K Report for the year ended December
        31, 1984.*(x)

10(e)   The 1988 PORTEC, Inc. Employees' Stock Benefit Plan, as amended effec-
        tive April 26, 1994, a copy of which was included as Item 14(a)(3)10(e)
        of Part IV of the Company's Form 10-K Report for the year ended December
        31, 1994.*(x)

10(f)   Amendment to The 1988 PORTEC, Inc. Employees' Stock Benefit Plan,
        effective as of April 25, 1995.(x)

10(g)   Agreement dated February 28, 1989, between the Company and M. T. Yonker,
        a copy of which was included as Item 14
        (a)(3)10(o) of Part IV of the Company's Form 10-K Report for the year
        ended December 31, 1988.*(x) 

10(h)   Letter Agreement dated December 12, 1989, between the Company and M. T.
        Yonker which amended the agreement dated February 28, 1989, between the
        Company and M. T.  Yonker, a copy of which was included as Item 14(a)(3-
        )10(o) of Part IV of the Company's Form 10-K Report for the year ended
        December 31, 1989.*(x)

10(i)   Agreement and Release made January 9, 1990, between the Company and John
        S. Cooper, a copy of which was included as Item 14(a)(3)10(p) of Part IV
        of the Company's Form 10-K Report for the year ended December 31,
        1989.*(x)

10(j)   Employment Agreement dated November 16, 1989, between
        the Company and N. A. Kindl, a copy of which was
        included as Item 14(a)(3)10(r) of Part IV of the
        Company's Form 10-K Report for the year ended
        December 31, 1989.*(x)  

11      The Company's statement regarding computations of per share earnings.


                                       

13      The Company's 1995 Annual Report to Stockholders.**

21      List of the Company's subsidiaries. 

23      Consent of Independent Accountants.          

27      Financial Data Schedule.

99      11-K Report for 1995 for the PORTEC, Inc. Savings and Investment
        Plan.(x)


        * Incorporated herein by reference.

        **   The 1994 Annual Report to Stockholders, except for those portions
             thereof which are expressly incorporated by reference in this
             Report on Form 10-K, is furnished for the information of the
             Securities and Exchange Commission only and is not to be deemed
             filed as part of this filing.

        (x)  Management contract or compensatory plan or arrange- ment.

(b)  Reports on Form 8-K:

There were no reports on Form 8-K filed by the Registrant during the fourth
quarter of 1995.

For purposes of complying with the amendments to the rules governing Form S-8
(effective July 13, 1990) under the Securities Act of 1933, the undersigned
Registrant hereby undertakes as follows, which undertaking shall be incorporated
by reference into Part II of Registrant's Registration Statements on Form S-8
File No. 2-76476; File No. 2-79004; and File No. 33-32700.

Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
Registrant, the Registrant has been advised that in the opinion of the Securi-
ties and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore, unenforceable.  In
the event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter had been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.









                      REPORT OF INDEPENDENT ACCOUNTANTS ON
                          FINANCIAL STATEMENT SCHEDULES


To the Biard of Directors
of PORTEC, Inc.



Our audits of the consolidated financial statements referred to in our report
dated February 15, 1996 appearing on page 33 of the 1995 Annual Report to 
Stockholders of PORTEC, Inc.(which report and consolidated financial statements
are incorporated by reference in this Annual Report on Form 10-K) also included
an audit of the Financial Statement Schedule listed in Item 14(a) of this Form
10-K.  In our opinion, this Financial Statement Schedule presents fairly, in
all material respects, the information set forth therein when read in
conjunction with the related consolidated financial statements.



Price Waterhouse LLP



Chicago, Illinois
February 15, 1996


<TABLE>
<S><C>



                                                                                                                            
                                                                                                       Schedule VIII





                                                                        PORTEC, Inc. AND SUBSIDIARIES

                                                                VALUATION AND QUALIFYING ACCOUNTS AND RESERVES

                                                                  Years Ended December 31, 1995, 1994, 1993
                                                                               ($000's omitted)





                                          
                                                                          Additions
                                                                          Charged
                                                     Balance              to Costs                                  Balance
                                                    Beginning             and                   Deductions          at End
                                                    of Year               Expenses              from Reserve        of Year
                                                                                                                           

  1995 Allowance for doubtful accounts          $     403              $     152                $       92        $    463
  1994 Allowance for doubtful accounts                337                    154                        88             403
  1993 Allowance for doubtful accounts                226                    165                        54             337

</TABLE>















                                   SIGNATURES




                                       

  Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange of 1934, PORTEC, Inc. has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.


                                   PORTEC, Inc.
                                    
                                   By:  /S/Michael T. Yonker                   
          
                                        Michael T. Yonker
                                        President and Chief
                                        Executive Officer and
                                        Director


                                   By:  /S/Nancy A. Dedert-Kindl              
                                        Nancy A. Dedert-Kindl
                                        Vice President -
                                        Finance, Treasurer,
                                        Controller, and Secretary
                                       (Chief Financial and
                                        Accounting Officer)
 









March 25, 1996






Pursuant to the requirements of the Securities Exchange Act of 1934, this report
on Form 10-K has been signed below by the following persons on behalf of PORTEC,
Inc. and in the capacities and on the dates indicated:



Signature                   Title            Date


/S/ Albert Fried, Jr.       Chairman         March 25, 1996                
Albert Fried, Jr.           of the Board


/S/ J. Grant Beadle         Director         March 22, 1996                
J. Grant Beadle


/S/ Frederick J. Mancheski  Director         March 25, 1996                
Frederick J. Mancheski


/S/ John F. McKeon          Director         March 21, 1996                
John F. McKeon


/S/ Arthur McSorley, Jr.    Director         March 22, 1996                
Arthur McSorley, Jr.


                                                     
Robert D. Musgjerd          Director


/S/ Michael T. Yonker       Director         March 25, 1996                
Michael T. Yonker


/S/ L. L. White, Jr.        Director         March 25, 1996                
L. L. White, Jr.




                                                                   EXHIBIT INDEX

                                                                        Page No.
                                                                          Within
                                                                      Sequential
                                                                       Numbering
                                                                       System of
                                                                         Exhibit
Exhibit        Description                                 

 3(a)   The Company's Certificate of Incorporation, as amended to
        April 29, 1987, a copy of which was
        included as Item 6(a)3 of the Company's Form
        10-Q Report for the quarter ended March 31, 1987.*

 3(b)   The Company's By-Laws, as amended April 23, 1991,
        a copy of which was included as Item 6(a)3 of the
        Company's Form 10-Q Report for the quarter ended
        March 31, 1991.*

 4(a)   Credit Agreement dated as of February 12, 1993 by
        and between NBD Bank and the Company, a copy of
        which was included as Item 7(4)(a) of the Company's
        Form 8-K Report dated March 18, 1993*

 4(b)   First amendment to Credit Agreement dated as of             
        April 26, 1994 by and between NBD Bank and the
        Company, a copy of which was included as
        Item 14(a)(3)4(b) of Part IV of the Company's
        Form 10-K Report for the year ended December 31,
        1994.*

 4(c)   Second amendment to Credit Agreement dated as of
        June 13, 1995 by and between NBD Bank and the
        Company.

10(a)   The Division Management Incentive Compensation Plan
        effective January 1, 1996.(x)

10(b)   The Key Management Incentive Compensation Plan effective
        January 1, 1996.(x)

10(c)   The Company's Supplemental Non-Qualified Retirement         
        Income Plan For Designated Executive Employees as
        amended effective January 1, 1994, a copy of which
        was included as Item 14(a)(3)10(c) of Part IV of
        the Company's Form 10-K Report for the year ended
        December 31, 1994.*(x)


                                       

10(d)   The 1982 PORTEC, Inc. Employees' Stock Benefit
        Plan, as amended effective April 24, 1984, a
        copy of which was included as Item 14(a)(3)10(1)
        of Part IV of the Company's Form 10-K Report for
        the year ended December 31, 1984.*(x)


10(e)   The 1988 PORTEC, Inc. Employees' Stock Benefit Plan,        
        as amended effective April 26, 1994, a copy of which
        was included as Item 14(a)(3)10(e) of Part IV of the
        Company's Form 10-K Report for the year ended
        December 31, 1994.*(x)

10(f)   Amendment to The 1988 PORTEC, Inc. Employees' Stock Benefit
        Plan, effective as of April 25, 1995.(x)

10(g)   Agreement dated February 28, 1989, between the Company
        and M. T. Yonker, a copy of which was included as
        Item 14(a)(3)10(o) of Part IV of the Company's Form
        10-K Report for the year ended December 31, 1988.*(x)

10(h)   Letter Agreement dated December 12, 1989, between
        the Company and M. T. Yonker which amended the
        agreement dated February 28, 1989, between the
        Company and M. T. Yonker, a copy of which was
        included as Item 14(a)(3)10(o) of Part IV of the
        Company's Form 10-K Report for the year ended
        December 31, 1989.*(x)

10(i)   Agreement and Release made January 9, 1990, between
        the Company and John S. Cooper, a copy of which was
        included as Item 14(a)(3)10(p) of Part IV of the
        Company's Form 10-K Report for the year ended
        December 31, 1989.*(x)

10(j)   Employment Agreement dated November 16, 1989, between
        the Company and N. A. Dedert-Kindl, a copy of which
        was included as Item 14(a)(3)10(r) of Part IV of the
        Company's Form 10-K Report for the year ended
        December 31, 1989.*(x)  

11      The Company's statement regarding computations              
        of per share earnings.

13      The Company's 1994 Annual Report to Stockholders.           

21      List of the Company's subsidiaries.        

23      Consent of Independent Accountants.          

27      Financial Data Schedule.                   

99      11-K Report for 1995 for the PORTEC, Inc. Savings and 
        Investment Plan.(x)

        * Incorporated herein by reference.        

        (x) Management contract or compensatory plan or arrangement.