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 (No Fee Required)

   For the fiscal year ended December 31, 1996 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  26, 1997, 4,373,552 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 
   $44,829,000.   For  this purpose, non-affiliates  are deemed to be  all 
   stockholders other than directors and officers of the Registrant.

         Portions of Registrant's 1996 Annual Report to Stockholders (Parts I,
   II and IV of Form 10-K)  and portions of PORTEC, Inc.'s Proxy Statement for
   its 1997 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 companies 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 components,  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 1996  Annual Report  to Stockholders
   ("1996  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 1996 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 (renamed Countec).  Located in Des Moines, Iowa,
   Countec 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 1996 Annual Report.

         On  July 16,  1996, the Company  acquired certain  assets of  Moore &
   Steele Corporation.   Moore &  Steele Corporation  is a supplier  of a full
   line of rail lubrication systems for the railroad industry.

         (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 1996 Annual Report.  Note
   13 of the Notes to  Consolidated Financial Statements appearing  on page 30
   of  the 1996 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 1996 
   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  1996 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 1997.

         (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 competition.   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 2.6,  2.1 and  1.6 to  1 at  December 31,  1996, 1995  and
   1994, 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 1996,  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, 1996, was  $20,885,000, compared with backlog at December 31,
   1995, of $21,590,000.  The  backlog at December 31, 1996, is believed to 
   be firm and 100% is deliverable in  1997.  Orders received in 1996 were 
   $97,498,000, a 2% increase from $95,848,000 in orders received in 1995.

         (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  $784,000,
   $900,000  and $510,000  for the  years 1996,  1995 and  1994, respectively.
   Customer-sponsored 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 1996 and are  not expected to have  a material effect on
   1997 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 1996  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, 1996, was 671  compared with 637 at December 31,
   1995.

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

         The Section entitled  "Geographic Areas" appearing on page 11  of the
   1996 Annual Report contains information as to the Company's United  States,
   international  and  export net  sales,  operating  profit  and identifiable
   assets and said Section is incorporated herein by reference for each of the
   years 1996, 1995 and 1994.  The Company's Canadian operation, Portec, Ltd.,
   is a supplier to the two major  Canadian railroads.  While the  performance
   of  these railroads  improved  in  1996, the  Company could  be  negatively
   impacted by future disruptions related to restructuring of these railroads.

   Item 2.  Properties.

         The Company's  principal operations  are conducted  at the designated
   properties 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                22,000         Flomaster Division's production            (c)
                                                   facility occupied under lease
                                                   expiring December 1997.

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

Des Moines, Iowa                     5,000         Countec principal offices                  (c)
                                                   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, 2001.

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 which has been exercised.
(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  1996, 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 27, 1997:



Name of            Age as of         Current Position with         Officer
Executive        March 25, 1997           The Company               Since
    

Albert Fried, Jr.      67            Chairman of the Board           1989

Michael T. Yonker      54            President and Chief             1988
                                     Executive Officer and Director

John S. Cooper         62            Senior Vice President,          1983
                                     Group Executive of the
                                     Railroad Group and
                                     General Manager of the
                                     Railway Maintenance
                                     Products Division

Nancy A. Kindl         55            Vice President,                 1982
                                     Treasurer, Secretary,
                                     Controller and Chief
                                     Financial Office

Kevin C. Rorke         48            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
12 and 13 of the Company's 1997  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  of
EMCOR Group,  Inc. and 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 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
Manager  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, 1997 was 1,165.

         (c)   Stock  Prices  and Dividend  Information.  The information 
contained in  the Section  entitled "Quarterly  Stock & Dividend Information" 
appearing on  page 36 of the 1996 Annual  Report presents for the years 1996 and
1995 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.   During the fourth quarter of  1996, the Company resumed paying  
quarterly cash dividends at the  rate of 8 cents per common share.  The first 
quarterly dividend was paid on December 16, 1996.  The closing price for  shares
of common stock on the Composite Tape on March 25, 1997 was $10.125.
        

         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
1996 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 1996 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 1996 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
1996 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 1996 Annual  Report, together with the report
thereon of Price Waterhouse LLP dated February  18, 1997, appearing on page 33
in the  1996 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  1998", and "Directors Whose Term 
Continue Until 1999" appearing on pages 2 through 5, of the Company's 1997
Proxy Statement contain  information relating to directors  and nominees  for
directors  and are  incorporated 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
Subsections thereunder appearing on pages 9 through 15 of the 1997 Proxy
Statement, the Section entitled "Employment,  Termination, and Change-in-Control
Agreements" appearing  on pages 12 and 13 of the  1997 Proxy Statement, the
Subsection entitled "Compensation"  of the Section entitled "Board of Director's
Matters"  appearing on page 5 of  the 1997 Proxy  Statement, the Section  
entitled "Compensation Committee  Interlocks and Insider Participation" 
appearing on page 6 of the 1997 Proxy  Statement, the Section entitled 
"Report Of The Stock Option and  Compensation Committee Of  The Board  of 
Directors" appearing  on pages  13 through  15 of  the 1997 Proxy  Statement and
the Section  entitled "Performance  Graph" appearing on  page 16 of the 1997 
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 6 through 8
of the 1997  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 1996
                                                                 Annual Report
                                                                 
Consolidated Statements of Income For the
 Years Ended December 31, 1996, 1995 and 1994...............   17

Consolidated Balance Sheets at December 31, 1996 and 1995...   18

Consolidated Statements Of Cash Flows For the Years
 Ended December 31, 1996, 1995 and 1994.....................   19

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

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





   (2)     Financial Statement Schedule:

                                                                        Page In
                                                                    This Report


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

Valuation and Qualifying Accounts and Reserves (Schedule
 II).........................................................  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,  a copy of which was included as Item
        14(a)(3)4(c) of Part IV of the Company's Form 10-K Report for the year
        ended December 31, 1995.*

10(a)   The Division Management Incentive Compensation Plan effective January 1,
        1997.(x)

10(b)   The Key Management Incentive Compensation Plan effective January 1, 
        1997.(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(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 
        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, a copy  of which was included as 
        Item 14(a)(3)10(f) of Part IV of the Company's Form 10-K Report for the
        year ended December 31, 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 1996 Annual Report to Stockholders.**

21      List of the Company's subsidiaries. 

23      Consent of Independent Accountants.                      

27      Financial Data Schedule.

99(a)   11-K Report for 1996 for the PORTEC, Inc. Savings and Investment 
        Plan.(x)

99(b)   Important Factors and Assumptions Regarding Forward-Looking Statements.

             *   Incorporated herein by reference.

             **  The 1996 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 1996.

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  
Securities 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 Board of Directors
of PORTEC, Inc.

Our audits  of the consolidated financial statements referred to in our report 
dated  February 18, 1997 appearing on page 33 of the 1996  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 18, 1997

<TABLE>
<S><C>
 
                                                                             Schedule II



                                                   PORTEC, Inc. AND SUBSIDIARIES

                                          VALUATION AND QUALIFYING ACCOUNTS AND RESERVES

                                             Years Ended December 31, 1996, 1995, 1994
                                                         ($000's omitted)


 
                                                              Additions
                                                              Charged
                                         Balance              to Costs                                Balance
                                        Beginning             and              Deductions             at End
                                         of Year              Expenses         from Reserve           of Year
     
  1996 Allowance for doubtful accounts $   463               $    233           $   339                $   357 
  1995 Allowance for doubtful accounts     403                    152                92                    463 
  1994 Allowance for doubtful accounts     337                    154                88                    403 


(1)  Write Offs, Net of Recoveries


                                          Balance             Reversal of                            Balance
                                         Beginning              Timing         Reevaluation           at End
                                          of Year             Differences       of Reserve            of Year  

  1996 Deferred tax assets
    valuation allowance                 $  3,133               $ (1,668)         $ (1,465)              $     0
  1995 Deferred tax assets
    valuation allowance                    4,110                   (977)              -                   3,133
  1994 Deferred tax assets
    valuation allowance                    7,074                 (2,764)             (200)                4,110
</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. Kindl           
 
                                                  Nancy A. Kindl
                                                  Vice President - 
                                                  Finance, Treasurer, 
                                                  Controller, and Secretary 
                                                  (Chief Financial and 
                                                  Accounting Officer)
    




   March 25, 1997



   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 28, 1997        
       Albert Fried, Jr.            of the Board


   /S/ J. Grant Beadle              Director            March 28, 1997 
       J. Grant Beadle


   /S/ Frank T. MacInnis            Director            March 28, 1997
       Frank T. MacInnis


   /S/ Frederick J. Mancheski       Director            March 28, 1997       
       Frederick J. Mancheski


   /S/ John F. McKeon               Director            March 21, 1997       
       John F. McKeon


   /S/ Arthur McSorley, Jr.         Director            March 28, 1997       
       Arthur McSorley, Jr.


   /S/ Michael T. Yonker            Director            March 28, 1997       
       Michael T. Yonker


   /S/ L. L. White, Jr.             Director            March 28, 1997        
       L. L. White, Jr.



                                    19 - 26



                                                                 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, a copy of which was included as
            Item 14(a)(3)4(c) of Part IV of the Company's
            Form 10-K Report for the year ended December 31, 1995.*

   10(a)    The Division Management Incentive Compensation                 29
            Plan effective January 1, 1997.(x)

   10(b)    The Key Management Incentive Compensation Plan                 35
            effective January 1, 1997.

   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, a copy of
            which was included as Item 14(a)(3)10(f) of Part IV
            of the Company's Form 10-K Report for the year ended
            December 31, 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                 42
            of per share earnings.

   13       The Company's 1996 Annual Report to Stockholders.              43

   21       List of the Company's subsidiaries.                            83

   23       Consent of Independent Accountants.                            84

   27       Financial Data Schedule.                                       85

   99(a)    11-K Report for 1996 for the PORTEC, Inc. Savings and          86
            Investment Plan.(x)

   99(b)    Important Factors and Assumptions Regarding Forward-Looking   106
            Statements.

            *  Incorporated herein by reference.      

            (x) Management contract or compensatory plan or arrangement.