FORM 10-Q
                                   ---------


                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

(Mark One)


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

For the Quarter Ended            December 31, 1995
                      ----------------------------------------------------------


                                       OR

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
      EXCHANGE ACT OF 1934

For the transition period from                     to
                               --------------------   --------------------------

Commission File No.                  0-9600
                    ------------------------------------------------------------


                                   CPAC, INC.
--------------------------------------------------------------------------------

             (Exact name of Registrant as Specified in its Charter)

              New York                                  16-0961040
------------------------------------        ------------------------------------

  (State or Other Jurisdiction of          (IRS Employer Identification Number)
   Incorporation or Organization)


2364 Leicester Rd., Leicester, New York                      14481
----------------------------------------        --------------------------------

(Address of Principal Executive Offices)                  (ZIP Code)


Registrant's telephone number, including area code:  (716) 382-3223
                                                    ----------------------------


Securities registered under Sec. 12(g) of the Act:

                           $.01 Par Value Common Stock
--------------------------------------------------------------------------------

                                (Title of Class)

The Registrant 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 has
been subject to such filing requirements for the past 90 days.

      Yes [ X ]   No [   ]

As of December 31, 1995, there were outstanding 5,845,614 shares of the
Company's Common Stock, $.01 Par Value.  Options for 399,738 shares of the
Company's Common Stock are outstanding but have not yet been exercised.  Shares
to cover the options will not be issued until they are exercised.




                          CPAC, INC. AND SUBSIDIARIES
                          ---------------------------


                                     INDEX
                                     -----


PART I   FINANCIAL INFORMATION                                              PAGE
         ---------------------                                              ----


 Item 1. Financial Statements

         CPAC, Inc. and Subsidiaries Consolidated
            Balance Sheets - December 31, 1995 (Unaudited),
            and March 31, 1995                                                3

         CPAC, Inc. and Subsidiaries Consolidated
            Statements of Operations - Nine Months Ended
            December 31, 1995, and December 31, 1994 (Unaudited)              4

         CPAC, Inc. and Subsidiaries Consolidated
            Statements of Operations - Three Months Ended
            December 31, 1995, and December 31, 1994 (Unaudited)              5

         CPAC, Inc. and Subsidiaries Consolidated
            Statements of Cash Flows - Nine Months Ended
            December 31, 1995, and December 31, 1994 (Unaudited)              6

         Notes to Consolidated Financial Statements                           7

 Item 2. Management's Discussion and Analysis of Financial
            Condition and Results of Operations                               9

PART II  OTHER INFORMATION
         -----------------

 Item 1. Legal Proceedings                                                   13

 Item 2. Changes in Securities                                               13

 Item 3. Defaults Upon Senior Securities                                     13

 Item 4. Submission of Matters to a Vote of
            Security Holders                                                 13

 Item 5. Other Information                                                   13

 Item 6. Exhibits and Reports on Form 8-K                                    13


SIGNATURE PAGE                                                               15

EXHIBIT INDEX                                                                16


<TABLE>
                                                    CPAC, INC. AND SUBSIDIARIES
                                                    ---------------------------


                                                    CONSOLIDATED BALANCE SHEETS
                                                    ---------------------------


                                                               ASSETS
                                                               ------

<CAPTION>
                                                                               DECEMBER 31, 1995        MARCH 31, 1995
                                                                               -----------------        --------------

                                                                                  (Unaudited)               (Note)
<S>                                                                           <C>                     <C>
Current assets:
   Cash and cash equivalents                                                  $      12,579,684       $          81,891
   Accounts receivable (net of allowance for doubtful
     accounts of $798,000 and $601,000, respectively)                                12,578,476              13,091,450
   Inventory                                                                         15,590,169              12,736,328
   Prepaid expenses and other current assets                                          1,973,066               2,020,124
                                                                              -----------------       -----------------

       Total current assets                                                          42,721,395              27,929,793

Property, plant and equipment, net                                                   15,492,407              15,115,576
Goodwill and intangible assets (net of amortization of
   $1,164,612 and $921,255, respectively)                                             2,727,322               3,065,581
Other assets                                                                          2,813,082               2,883,511
                                                                              -----------------       -----------------


                                                                              $      63,754,206       $      48,994,461
                                                                              =================       =================

<CAPTION>
                                                LIABILITIES AND SHAREHOLDERS' EQUITY
                                                ------------------------------------

<S>                                                                           <C>                     <C>
Current liabilities:
   Current portion of long-term debt                                          $         196,901       $       3,382,848
   Accounts payable                                                                   5,721,515               4,479,173
   Accrued payroll and related expenses                                               1,413,340               1,187,099
   Accrued income taxes payable                                                         118,755                 298,803
   Other accrued expenses and liabilities                                             3,115,173               2,507,785
                                                                              -----------------       -----------------

     Total current liabilities                                                       10,565,684              11,855,708

Long-term debt, net of current portion                                                7,823,931              11,914,875
Accrued deferred compensation                                                           480,275                 398,190
Accrued royalty                                                                       2,084,862               2,084,862
Other long-term liabilities                                                             243,790                  60,790
Minority interest in foreign subsidiary                                                  33,106                  31,364

Shareholders' equity:
   Common stock, par value $.01 per share;
     Authorized 10,000,000 shares;
     Issued 5,906,381 shares and 4,379,943 shares,
       respectively                                                                      59,064                  43,799
   Additional paid-in capital                                                        28,369,820              12,852,270
   Retained earnings                                                                 14,964,853              10,711,534
Foreign currency translation adjustment                                                (417,268)               (602,968)
                                                                              -----------------       -----------------

                                                                                     42,976,469              23,004,635
Less:  Treasury stock, at cost, 60,767 and 53,512 shares                               (453,911)               (355,963)
                                                                              -----------------       -----------------

   Total shareholders' equity                                                        42,522,558              22,648,672
                                                                              -----------------       -----------------


                                                                              $      63,754,206       $      48,994,461
                                                                              =================       =================

<FN>
           NOTE:  The balance sheet at March 31, 1995, has been taken from the audited financial statements of that date.
</TABLE>


<TABLE>
                                                    CPAC, INC. AND SUBSIDIARIES
                                                    ---------------------------


                                               CONSOLIDATED STATEMENTS OF OPERATIONS
                                               -------------------------------------


                                                     FOR THE NINE MONTHS ENDED
                                                     -------------------------


                                              DECEMBER 31, 1995, AND DECEMBER 31, 1994
                                              ----------------------------------------




                                                             UNAUDITED
                                                             ---------




<CAPTION>
                                                                             1995                         1994
                                                                             ----                         ----

<S>                                                                    <C>                         <C>
Net sales                                                              $     66,606,152            $      40,247,567
                                                                       ----------------            -----------------


Costs and expenses:
   Cost of sales                                                             36,065,846                   23,493,091
   Selling, administrative and
     engineering expenses                                                    22,230,036                   12,217,747
   Research and development expense                                             469,970                      214,818
   Minority interest in consolidated
     foreign subsidiary                                                           1,742                         (195)
   Interest expense, net                                                        739,239                      463,225
                                                                       ----------------            -----------------


                                                                             59,506,833                   36,388,686
                                                                       ----------------            -----------------


Income before income tax expense                                              7,099,319                    3,858,881

Provision for income tax expense                                             (2,846,000)                  (1,490,000)
                                                                       ----------------            -----------------


       Net income                                                      $      4,253,319            $       2,368,881
                                                                       ================            =================

Income per common share
   (Primary and Fully Diluted):

       Net income                                                      $           0.88            $            0.58
                                                                       ================            =================

Common shares outstanding - fully diluted                                     4,856,374                    4,103,920
                                                                       ================            =================

</TABLE>

<TABLE>
                                                    CPAC, INC. AND SUBSIDIARIES
                                                    ---------------------------


                                               CONSOLIDATED STATEMENTS OF OPERATIONS
                                               -------------------------------------


                                                     FOR THE THREE MONTHS ENDED
                                                     --------------------------


                                              DECEMBER 31, 1995, AND DECEMBER 31, 1994
                                              ----------------------------------------




                                                             UNAUDITED
                                                             ---------




<CAPTION>
                                                                             1995                         1994
                                                                             ----                         ----

<S>                                                                    <C>                         <C>
Net sales                                                              $     22,163,823            $      17,226,843
                                                                       ----------------            -----------------


Costs and expenses:
   Cost of sales                                                             11,945,788                   10,300,264
   Selling, administrative and
     engineering expenses                                                     7,423,174                    5,194,821
   Research and development expense                                             158,695                       70,776
   Minority interest in consolidated
     foreign subsidiary                                                           1,091                          799
   Interest expense, net                                                        108,243                      277,695
                                                                       ----------------            -----------------


                                                                             19,636,991                   15,844,355
                                                                       ----------------            -----------------


Income before income tax expense                                              2,526,832                    1,382,488

Provision for income tax expense                                             (1,004,000)                    (479,000)
                                                                       ----------------            -----------------


       Net income                                                      $      1,522,832            $         903,488
                                                                       ================            =================

Income per common share
   (Primary and Fully Diluted):

       Net income                                                      $           0.27            $            0.21
                                                                       ================            =================

Common shares outstanding - fully diluted                                     5,575,747                    4,326,976
                                                                       ================            =================

</TABLE>



<TABLE>
                                                    CPAC, INC. AND SUBSIDIARIES
                                                    ---------------------------


                                               CONSOLIDATED STATEMENTS OF CASH FLOWS
                                               -------------------------------------


                                                     FOR THE NINE MONTHS ENDED
                                                     -------------------------


                                              DECEMBER 31, 1995, AND DECEMBER 31, 1994
                                              ----------------------------------------




                                                             UNAUDITED
                                                             ---------


<CAPTION>
                                                                                       1995                   1994
                                                                                       ----                   ----

<S>                                                                               <C>                    <C>
Cash flows from operating activities:
   Net income                                                                     $    4,253,319         $    2,368,881
                                                                                  --------------         --------------

   Adjustments to reconcile net income to net
     cash provided by (used in) operating activities:
       Depreciation and amortization                                                   1,472,938                740,451
       Amortization of intangible assets                                                 267,977                260,390
   Changes in assets and liabilities, net of effects of
     business acquisitions:
       Accounts receivable                                                               505,327               (205,608)


       Inventory                                                                      (2,863,319)              (609,459)
       Accounts payable                                                                1,238,864               (653,988)
       Accrued expenses & liabilities                                                    650,828               (139,589)
       Accrued deferred compensation                                                      81,793                 49,900
       Other changes, net                                                                658,386             (1,151,933)
                                                                                  --------------         --------------

         Total adjustments                                                             2,012,794             (1,709,836)
                                                                                  --------------         --------------

            Net cash provided by operating activities                                  6,266,113                659,045
                                                                                  --------------         --------------


Cash flows from investing activities:
   Purchase of property, plant, and equipment, (net)                                  (1,859,187)            (1,510,151)
   Business acquisition, net of cash acquired                                                                (2,042,131)
                                                                                  ---------------        --------------

       Net cash used in investing activities                                          (1,859,187)            (3,552,282)
                                                                                  --------------         --------------


Cash flows from financing activities:
   Issuance of common stock, net                                                      15,388,730                173,300
   Proceeds from borrowings                                                                                   3,710,176
   Repayment of long-term borrowings                                                  (7,297,863)              (538,395)
   Payment of cash dividends                                                                                   (409,463)
                                                                                  ---------------        --------------

       Net cash provided by financing activities                                       8,090,867              2,935,618
                                                                                  --------------         --------------


   Effect of exchange rate changes on cash                                                                         (170)
                                                                                  ---------------        --------------


       Net increase  in cash
         and cash equivalents                                                         12,497,793                 42,211

Cash and cash equivalents - beginning of period                                           81,891                 35,635
                                                                                  --------------         --------------


Cash and cash equivalents - end of period                                         $   12,579,684         $       77,846
                                                                                  ==============         ==============

Supplemental Disclosure of Noncash Investing and Financing Activities:  375,000 shares of common stock with a market value of
$3,360,000 (as adjusted for the five for four stock split) were issued in connection with the acquisition of The Fuller Brush
Company during the quarter ended December 31, 1994.
</TABLE>





                          CPAC, INC. AND SUBSIDIARIES
                          ---------------------------


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------


                                   UNAUDITED
                                   ---------



1 - CONSOLIDATED FINANCIAL STATEMENTS
    ---------------------------------


   The consolidated balance sheets, the consolidated statements of operations
and the consolidated statements of cash flows for the nine-month periods ended
December 31, 1995, and December 31, 1994, have been prepared by the Company
without audit.  In the opinion of management, all adjustments necessary to
present fairly the financial position, results of operations, and changes in
cash flows at December 31, 1995 (which include only normal recurring
adjustments), have been made.

   Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted.  It is suggested that these consolidated
financial statements be read in conjunction with the financial statements and
notes thereto included in the Company's March 31, 1995, annual report to
shareholders.  The results of operations for the nine months ended December 31,
1995, are not necessarily indicative of the operating results for the full year.



2 - SALE AND REPURCHASE OF COMMON STOCK
    -----------------------------------


   On October 5, 1995 the Company announced the completion of the placement of
1,500,000 shares of the Company's $.01 par common stock with private investors
at $11 a share.  The issuances were comprised of 1,000,000 shares issued to CPAC
Investors, L.L.C., a limited liability company, on September 25, 1995, and
500,000 shares issued to unrelated accredited investors, completed on   October
4, 1995.

   In response to matters raised by the staff of the NASDAQ Stock Market
(NASDAQ) concerning the number of shares sold, the Company entered into an
Agreement of Rescission, Repurchase and Settlement with CPAC Investors, L.L.C.
on November 1, 1995, to rescind 632,000 previously issued shares of the
Company's $.01 par common stock at $11 a share.  The Agreement indicated that
subsequent to the rescission, the Company would immediately begin soliciting
shareholder approval for the reissuance of 632,000 shares, at $11 a share, to
CPAC Investors, L.L.C.  On December 28, 1995, the Registrant's shareholders
approved the sale of 632,000 shares of its $.01 par value common stock at $11.00
per share to CPAC Investors, L.L.C.  The closing of this transaction took place
on the same date.  As a result of the completion of the sale, the number of the
Registrant's issued and outstanding $.01 par value common stock increased from
5,213,614 common shares (the amount outstanding subsequent to the 632,000 share
rescission) to 5,845,614 common shares.

   At December 31, 1995, the Company's Consolidated Balance Sheet reflected the
net cash proceeds received as well as the net increase in common shares
outstanding from the issuance of the 500,000 shares issued on October 3, 1995,
the rescission of the 632,000 shares on November 2, 1995, and the reissuance of
the 632,000 shares on December 28, 1995.  The cash proceeds segregated and
disclosed at September 30, 1995, as `cash equivalents restricted for the share
repurchase''have been grouped with other cash and cash equivalents at December
31, 1995, without any restriction.  For purposes of computing the primary and
fully diluted earnings per share, the share numbers shown in the Company's
Consolidated Statement of Operations as weighted average shares for the three
and nine months ended December 31, 1995, reflect the issuance of the 500,000
shares, the rescission of the 632,000, and the ultimate reissuance of the
632,000 shares on December 28, 1995.


3 - FOTOPROCESOS DE VENEZUELA C.A. (FOTUS) CLOSING
    ----------------------------------------------


   As previously disclosed, the political and economic situation in Venezuela
has been very unstable.  Management of CPAC, Inc. has evaluated all possible
options for the operations of Fotoprocesos de Venezuela (Fotus).  During the
quarter ended December 31, 1995, the currency situation in Venezuela worsened,
resulting in another devaluation.

   Based on the continued decline in value and poor economic performance,
management of CPAC, Inc. has announced the planned closing of the Fotus
operations.  Accounting reserves have been established to cover employee
severance and other related costs associated with the shut down of Fotus and
ultimate planned sale of the land and building.  The impact of these reserves is
a one time charge of $168,000 or $.03 per share taken against the earnings of
the December 31, 1995, quarter.  The Company remains committed to its customer
base in Venezuela and Latin America and plans to continue to serve this market
directly from its domestic subsidiaries.  Sales in Venezuela for the year ended
December 31, 1995, were approximately $467,000.


4 - INVENTORY
    ---------


Inventory is summarized as follows:
                                          DECEMBER 31, 1995    MARCH 31, 1995
                                          -----------------    --------------


    Raw materials and purchased parts        $ 7,332,436         $6,036,693
    Work-in-process                              875,101            708,143
    Finished goods                             7,077,598          5,500,090
    Promotional supplies                         305,034            491,402
                                             -----------         ----------

                                             $15,590,169         $12,736,328
                                             ===========         ===========

5 - STANLEY HOME PRODUCTS
    ---------------------


   As described in the March 31, 1995, 10-K, on January 16, 1995, the Company
signed an agreement with Stanhome Inc. to license the domestic operations of
Stanhome Inc.'s Worldwide Direct Selling Group, known as Stanley Home Products.
The agreement allows the Company to manufacture and distribute products through
the use of the trademarks and formulas of Stanley Home Products in the U.S.,
Puerto Rico, and Canada, over the life of the 15 year agreement.  Stanley Home
Products operates as a division of The Fuller Brush Company, Inc., and its sales
and related expenses have been included with the results of operations of the
Company beginning April 1, 1995.

   The Company is required to pay Stanhome Inc. royalties equal to a percentage
(ranging from 1% in the first year to 7.5% in the last six years) of the net
selling price of products sold under the licensing agreement.  Based on these
terms, the Company has made a preliminary allocation of the purchase price, and
has recorded a liability equal to the net present value of the estimated minimum
royalty payments.  In addition, the Company has capitalized the value of the
license agreement and will amortize it over the contract period.  The Company
expects to finalize the acquisition accounting during this fiscal year.

   On a pro forma (unaudited) basis, if the license agreement with Stanhome
Inc. and the acquisition of The Fuller Brush Company had occurred as of April 1,
1994 (the beginning of the nine months ended December 31, 1994), the
consolidated results of operations of the Company including Stanley Home
Products and Fuller would have been approximately:

                                             DECEMBER 31, 1994
                                             -----------------


    Net sales                                   $ 80,299,000
    Net income                                  $  2,272,000
    Net income per share                        $       0.52
       (both primary and fully diluted)

   The pro forma information has been prepared on the basis of preliminary
assumptions and estimates which are subject to adjustment and may not be
indicative of actual or future results.  Sales information for Stanley Home
Products during 1995 indicate that sales will be significantly lower than 1994
historical levels.  The reduction is partially attributable to the peso
devaluation which has significantly impacted sales at the United States/Mexican
border as well as the elimination of credit sales and implementation of an `all
cash''sales term policy.  It appears that these factors will continue to impact
the Stanley Home Products operations during fiscal 1996, causing sales on a
quarterly and annual basis to be lower than those historically reported.



6 - SEGMENT REPORTING
    -----------------


   As described in the March 31, 1995, 10-K, following the acquisition of The
Fuller Brush Company, and the signing of the Stanley Home Products licensing
agreement, the Company now operates in the Imaging segment and the Cleaning and
Personal Care Products segment for financial reporting purposes.  The Imaging
segment includes the manufacture and sale of prepackaged chemical formulations,
supplies, and equipment systems to the imaging industry.  The Cleaning and
Personal Care Products segment includes specialty chemical cleaning products and
related accessories (brushes, brooms, mops) for industrial and consumer use, as
well as personal products such as soaps, shampoos, and skin care.


7 - LITIGATION
    ----------


   No material litigation is pending to which the Company and/or its
subsidiaries are a party, or which property of the Company and/or its
subsidiaries is the subject.


ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          ---------------------------------------------------------------

          RESULTS OF OPERATIONS
          ---------------------



                        LIQUIDITY AND CAPITAL RESOURCES
                        -------------------------------


   As described in Note 2, the Company completed the private placement of
1,500,000 shares of common stock resulting in proceeds of approximately
$15,300,000 net of placement costs.  Of this amount, debt obligations totaling
approximately $5,416,000 were paid off.  The remaining funds have been invested
in short term investments, and are expected to be used for potential
acquisitions, future capital expenditures and working capital needs, and further
debt reductions.  The Company estimates that an additional $1,000,000 to
$2,000,000 may still be required as working capital in relation to the product
lines of Stanley Home Products.  The Company continues to maintain a $4.5
million line of credit, interest at prime, which expires on October 31, 1996.
The Agreement contains a variety of covenants, including specific working
capital and net worth covenants, which are customary in such a credit facility.
At December 31, 1995, the Company had not accessed the line of credit.

   The Company also has outstanding a Letter of Credit (LC), interest at 1.5%,
which backs $6,000,000 of bond financing in connection with The Fuller Brush
Company.

   The Company continues to maintain a line of credit facility with a major
Belgian bank.  The Company repaid this line of credit in November, 1995, and did
not access the line at December 31, 1995.  In October, 1995, the Company
negotiated an amendment to this credit facility, increasing the total
availability to 40 million Belgian francs.  Based on average monthly conversion
rates for the Belgian franc, approximately $1,340,000 is now available under the
amended credit facility.

   The working capital ratios at December 31, 1995, March 31, 1995, and
December 31, 1994, were 4.04 to 1; 2.4 to 1; and 2.37 to 1, respectively.  The
increase in the working capital ratio compared to March 31, 1995, and December
31, 1994, is primarily due to the net proceeds from the private placement and
the paydown of debt obligations, described above.



   Management believes that the private placement funds, coupled with the
existing available lines of credit and cash flows from operations, should be
adequate to meet normal working capital needs based on operations as of December
31, 1995.


ASSET TURNOVER RATIOS
---------------------

                            DECEMBER 31, 1995  MARCH 31, 1995 DECEMBER 31, 1994
                            -----------------  -------------- -----------------


    (1)  Receivables-days
         outstanding            54.9 days        77.1 days        80.9 days

    (2)  Annual inventory
         turns                  2.5 times        3.3 times        3.0 times

   The improvement in days outstanding results from the inclusion of The Fuller
Brush Company receivables which generally have short payment terms and the SHP
cash sales which began in April, 1995.  The Imaging segment continues to
average 90 days due to extended payment terms for its dealers and foreign 
operations.

   Inventory turns decreased from the previous periods primarily due to the
buildup of inventory at Fuller in connection with production of items for
Stanley Home Products.


                             RESULTS OF OPERATIONS
                             ---------------------


   Sales for the quarter ended December 31, 1995, increased 28.7% over the
quarter ended December 31, 1994, and increased 65.5% for the nine months ended
December 31, 1995, versus December 31, 1994.  The significant percentage
increases in operating results for the nine months ended December 31, 1995, are
primarily the result of the inclusion of The Fuller Brush Company and Stanley
Home Products' sales, which in 1994 included only The Fuller Brush Company's
sales since October 13, 1994, and did not include any Stanley Home Products'
sales in the period ended December 31, 1994.

   For the Imaging segment, overall sales for the quarter ended December 31,
1995, decreased 1.9% over the quarter ended December 31, 1994, and 4% over the
nine months ended December 31, 1995 versus December 31, 1994.  The decrease is
primarily the result of the increased competition in the medical and
photochemical chemistry markets, coupled with continued efforts to remove low
margin accounts, as disclosed in the first quarter of fiscal 1996.

   Sales in the Cleaning and Personal Care Products' segment were approximately
$10,882,000 and $33,458,000 for the quarter and nine months ended December 31,
1995.  Since the acquisition of The Fuller Brush Company did not occur until
into the third quarter of fiscal 1995, and the Stanley Home Products' license
agreement was not effective until April 1, 1995, no comparable quarter or nine
month financial information exists.

   Net income for the quarter ended December 31, 1995, increased 68.6% over the
quarter ended December 31, 1994, due primarily to the inclusion of The Fuller
Brush Company, Inc. and Stanley Home Products.

   Gross margins have increased to 46.1% for this quarter versus 41.2% for the
year ended March 31, 1995, and 40.2% for the same quarter last year.  The
addition of The Fuller Brush Company and Stanley Home Products at 52% margin
levels has blended with the Imaging segment margins at 40%.  Year to date gross
margins are 45.9% at December 31, 1995, versus 41.6% through December 31, 1994.

   Selling, administrative, and engineering costs this quarter were 33.4% of
sales compared with 30.3% at March 31, 1995, and 30.2% in the same quarter of
last year.  The increases for both the quarter and year to date December, 1995,
versus December, 1994 are the result of the inclusion of Fuller and Stanley Home
Products' expenses at 37.8%, as well as costs related to the closing of Fotus in
the imaging segment.

   Net interest expense for the current quarter has decreased versus the
quarter ended December 31, 1994, primarily due to the paydown of certain debt
obligations with proceeds received from the private placement.  Net interest
expense for the nine months ended December 31, 1995, versus the nine months
ended December 31, 1994, has increased primarily due to increased borrowings
related to the acquisition of The Fuller Brush Company.

   The provision for income taxes as a percentage of consolidated pre-tax
earnings for the quarter ended December 31, 1995, was 39.7% versus 34.7% for the
quarter ended December 31, 1994, and 40.1% versus 38.6% for the corresponding
year-to-date.  While the domestic effective tax rate has remained comparable
throughout the period, the consolidated rate in 1994 was reduced by foreign
earnings which were offset by utilization of foreign tax net operating loss
carryforwards, which were fully utilized at March 31, 1995.  It is expected that
the consolidated tax rate will remain consistent in the fourth quarter.


EUROPEAN FOREIGN OPERATIONS
---------------------------


   Combined European foreign operations earned a small profit for the quarter
ended December 31, 1995, which was slightly higher than the profit for the
quarter ended December 31, 1994.  While the economies of Italy and Belgium have
been suffering from serious general economic slowdowns, sales volumes and market
share of CPAC subsidiaries in these countries have continued to show solid
improvement.  Management expects both European operations to show continued
growth in the fourth quarter.

   The Company has exposure to currency fluctuations and has utilized
conservative hedging programs (primarily forward foreign currency exchange
contracts), to help minimize the impact of these fluctuations on results of
operations.  The Company does not hold or issue derivatives for trading purposes
and is not a party to leveraged derivatives transactions.


FOTOPROCESOS DE VENEZUELA C.A. (FOTUS) CLOSING
----------------------------------------------


   As previously disclosed, the political and economic situation in Venezuela
has been very unstable.  Management of CPAC, Inc. has evaluated all possible
options for the operations of Fotoprocesos de Venezuela (Fotus).  During the
quarter ended December 31, 1995, the currency situation in Venezuela worsened,
resulting in another devaluation.

   Based on the continued decline in value and poor economic performance,
management of CPAC, Inc. has announced the planned closing of the Fotus
operations.  Accounting reserves have been established to cover employee
severance and other related costs associated with the shut down of Fotus and
ultimate planned sale of the land and building.  The impact of these reserves is
a one time charge of $168,000 or $.03 per share taken against the earnings of
the December 31, 1995, quarter.  The Company remains committed to its customer
base in Venezuela and Latin America and plans to continue to serve this market
directly from its domestic subsidiaries.  Sales in Venezuela for the year ended
December 31, 1995, were approximately $467,000.


ENVIRONMENTAL CONTINGENCY
-------------------------


   As previously disclosed, in connection with the Fuller Brush acquisition,
certain environmental contamination issues were discovered at the Great Bend,
Kansas facility during the due diligence process.  As a result of findings
generated by environmental assessments of the facility, the Seller and the
Department of Health and Environment of the State of Kansas entered into a
Consent Order pursuant to which the Seller developed and submitted for the
Department's approval, a comprehensive work plan for remediation of the
environmental problems at the site.  The work plan has been approved by the
Department without significant changes, and the Seller has begun the remediation
specified in the work plan.

   The Consent Order does not apply, by its terms, to The Fuller Brush Company,
Inc. as the new purchaser of the assets of the Seller as long as the Seller is
performing its obligations under the Consent Order.  Estimates of the costs of
the remediation as set forth in the work plan submitted by the Seller range from
$150,000 to $200,000.  In order to secure the performance of such obligations by
the Seller and to provide a fund from which the costs of the required
remediation are to be paid, the Company and the Seller established a cash escrow
account in the total amount of $700,000; of this amount $250,000 was provided by
the Seller, with the balance provided by the Company.  Based on costs incurred
to date and estimates for completion, the Company's share of the cash escrow
account has been reduced to $50,000.



                                    PART II
                                    -------


                               OTHER INFORMATION
                               -----------------


Item 1. Legal Proceedings
        -----------------

        None

Item 2. Changes in Securities
        ---------------------

        None


Item 3. Defaults Upon Senior Securities
        -------------------------------

        None


Item 4. Submission of Matters to a Vote of Security Holders
        ---------------------------------------------------


    1.  A Special Meeting of the Shareholders of the Registrant was held on
        December 28, 1995.  At such Special Meeting, the Registrant's
        shareholders approved the sale of 632,000 shares of its $.01 par value
        common stock at $11.00 per share to CPAC Investors, L.L.C., an
        unrelated Delaware limited liability company, with votes cast as
        follows:

                     FOR                AGAINST                 ABSTAIN
                     ---                -------                 -------


                  3,526,023             584,777                 16,683



        The closing of this transaction took place on the same date.  As a
        result of the completion of the sale, the number of the Registrant's
        issued and outstanding $.01 par value common stock increased from
        5,213,614 common shares to 5,845,614 common shares.


Item 5. Other Information
        -----------------

        None

Item 6. Exhibits and Reports on Form 8-K
        --------------------------------


    a.  Exhibits

        The following Exhibits, as applicable, are attached to this Quarterly
        Report (Form 10-Q).  The Exhibit Index is found on the page immediately
        succeeding the signature page and the Exhibits follow on the pages
        immediately succeeding the Exhibit Index.

        (2) Plan of acquisition, reorganization, arrangement, liquidation, or
            succession

            2.2   Licensing Agreement with Stanhome Inc. incorporated by
                  reference to Form 8-K (Current Report) filed January 30, 1995

        (3) Articles of Incorporation, By-Laws

            3.1   Certificate of Incorporation, as amended

            3.2   By-laws, as amended, incorporated by reference to Form 10-K,
                  filed for period ended March 31, 1989

        (4) Instruments defining the rights of security holders, including
            indentures

            4.1   Loan Agreement dated February 9, 1994, and Letter of
                  Commitment dated December 16, 1993, incorporated by reference
                  to Form 10-K filed for period ended March 31, 1994, as
                  amended by Exhibits 99.1 to 99.3 filed as Exhibits to the
                  Form 10-Q for the quarter ended December 31, 1994

        (9) Voting Trust Agreement
            Not applicable

       (10) Material Contracts
            Not applicable

       (11) Statement re:  Computation of Per Share Earnings (Loss)
            Not applicable

       (12) Statement re:  Computation of Ratios
            Not applicable

       (13) Annual Report to Security Holders
            Not applicable

       (16) Letter re:  Change of Certifying Accountant
            Not applicable

       (18) Letter re:  Change in Accounting Principles
            Not applicable

       (21) Subsidiaries of the Registrant
            Not applicable

       (22) Published report regarding matters submitted to vote of security
            holders
            Not applicable

       (23) Consent of Experts and Counsel
            Not applicable

       (24) Power of Attorney
            Not applicable

       (27) Financial Data Schedule

       (28) Information from reports furnished to state insurance regulatory
            authorities
            Not applicable

       (99) Additional Exhibits
            Not applicable

    b.  Reports Filed on 8-K

        On October 5, 1995, the Company filed a Current Report (Form 8-K) with
        respect to the October 3, 1995, announced completion of a private
        placement of 1,500,000 shares of its $.01 par value common stock.





                                   SIGNATURES
                                   ----------


   Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                                             CPAC, INC.


Date        February 13, 1996                By  /s/ Thomas N. Hendrickson
     ----------------------------                ------------------------------

                                                 Thomas N. Hendrickson,
                                                 President,
                                                 Chief Executive Officer,
                                                 Treasurer


Date        February 13, 1996                By  /s/ Thomas J. Weldgen
     ----------------------------                ------------------------------

                                                 Thomas J. Weldgen
                                                 Chief Financial Officer



                                 EXHIBIT INDEX
                                 -------------

EXHIBIT                                                                     PAGE
-------                                                                     ----


  2.   Plan of acquisition, reorganization, arrangement,
       liquidation, or succession

         2.2  Licensing Agreement with Stanhome Inc. incorporated
              by reference to Form 8-K (Current Report) filed
              January 30, 1995                                              N/A

  3.     Articles of Incorporation, By-Laws

         3.1  Certificate of Incorporation, as amended                      N/A

         3.2  By-laws, as amended, incorporated by reference to
              Form 10-K, filed for period ended March 31, 1989              N/A

  4.   Instruments defining the rights of security holders,
       including indentures

         4.1  Loan Agreement dated February 9, 1994, and Letter of
              Commitment dated December 16, 1993, incorporated by
              reference to Form 10-K filed for period ended March
              31, 1994, as amended by Exhibits 99.1 to 99.3 filed
              as Exhibits to the Form 10-Q for the quarter ended
              December 31, 1994                                             N/A

  9.     Voting Trust Agreement                                             N/A

 10.     Material Contracts                                                 N/A

 11.     Statement re:  Computation of Per Share Earnings (Loss)            N/A

 12.     Statement re:  Computation of Ratios                               N/A

 13.     Annual Report to Security Holders                                  N/A

 16.     Letter re:  Change of Certifying Accountant                        N/A

 18.     Letter re:  Change in Accounting Principles                        N/A

 21.     Subsidiaries of the Registrant                                     N/A

 22.     Published report regarding matters submitted to vote of
         security holders                                                   N/A

 23.     Consent of Experts and Counsel                                     N/A

 24.     Power of Attorney                                                  N/A

 27.     Financial Data Schedule                                             17

 28.     Information from reports furnished to state insurance
         regulatory authorities                                             N/A

 99.     Additional Exhibits                                                N/A