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, 1996
                     -----------------------------------------------------------

                                       OR

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

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

Commission File 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, 1996, there were outstanding 7,112,866 shares of the
Company's Common Stock, $.01 Par Value.  Options for 708,100 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, 1996 (Unaudited),
            and March 31, 1996                                               3

         CPAC, Inc. and Subsidiaries Consolidated
            Statements of Operations - Nine Months Ended
            December 31, 1996, and December 31, 1995 (Unaudited)             4

         CPAC, Inc. and Subsidiaries Consolidated
            Statements of Operations - Three Months Ended
            December 31, 1996, and December 31, 1995 (Unaudited)             5

         CPAC, Inc. and Subsidiaries Consolidated
            Statements of Cash Flows - Nine Months Ended
            December 31, 1996, and December 31, 1995 (Unaudited)             6

         Notes to Consolidated Financial Statements                          7

  Item 2.   Management's Discussion and Analysis of Financial
            Condition and Results of Operations                              8

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

  Item 1.   Legal Proceedings                                               11

  Item 2.   Changes in Securities                                           11

  Item 3.   Defaults Upon Senior Securities                                 11

  Item 4.   Submission of Matters to a Vote of
            Security Holders                                                11

  Item 5.   Other Information                                               11

  Item 6.   Exhibits and Reports on Form 8-K                                11

SIGNATURE PAGE                                                              13

EXHIBIT INDEX                                                               14
<TABLE>
                                                    CPAC, INC. AND SUBSIDIARIES
                                                    ---------------------------
                                                    CONSOLIDATED BALANCE SHEETS
                                                    ---------------------------
                                                               ASSETS
                                                               ------
<CAPTION>
                                                                               DECEMBER 31, 1996         MARCH 31, 1996
                                                                                ----------------         --------------
                                                                                  (Unaudited)                (Note)
<S>                                                                            <C>                     <C>
Current assets:
   Cash and cash equivalents                                                   $     14,177,963        $     13,667,286
   Accounts receivable (net of allowance for doubtful
     accounts of $715,000 and $611,000, respectively)                                13,141,297              12,699,485
   Inventory                                                                         17,437,450              16,246,212
   Prepaid expenses and other current assets                                          2,165,211               1,915,987
                                                                               ----------------        ----------------
        Total current assets                                                         46,921,921              44,528,970

Property, plant and equipment, net                                                   16,412,453              16,484,455
Goodwill and intangible assets (net of amortization of
   $1,534,031 and $1,292,753, respectively)                                           2,494,074               2,688,806
Other assets                                                                          1,816,634               2,470,237
                                                                               ----------------        ----------------

                                                                               $     67,645,082        $     66,172,468
                                                                               ================        ================
<CAPTION>
                                                LIABILITIES AND SHAREHOLDERS' EQUITY
                                                ------------------------------------
<S>                                                                            <C>                     <C>
Current liabilities:
   Current portion of long-term debt                                           $        218,809        $        307,481
   Accounts payable                                                                   3,936,621               5,780,618
   Accrued payroll and related expenses                                               1,696,088               1,701,431
   Accrued income taxes payable                                                         169,779
   Other accrued expenses and liabilities                                             3,092,035               3,446,773
                                                                               ----------------        ----------------
     Total current liabilities                                                        9,113,332              11,236,303

Long-term debt, net of current portion                                                7,629,860               8,038,409
Accrued deferred compensation                                                           576,186                 480,208
Accrued royalty                                                                       1,852,476               1,852,476
Other long-term liabilities                                                             516,790                 429,790
Minority interest in foreign subsidiary                                                  42,507                  33,358

Shareholders' equity:
   Common stock, par value $0.01 per share;
     Authorized 20,000,000 shares;
     Issued 7,198,173 shares and 7,419,962 shares,
        respectively                                                                     71,982                  74,077
   Additional paid-in capital                                                        26,452,277              28,497,059
   Retained earnings                                                                 22,224,786              16,182,642
Foreign currency translation adjustment                                                (244,926)               (197,791)
                                                                               ----------------        ----------------
                                                                                     48,504,119              44,555,987
Less:  Treasury stock, at cost, 85,307 shares
        and 75,959 shares, respectively                                                (590,188)               (454,063)
                                                                               ----------------        ----------------
   Total shareholders' equity                                                        47,913,931              44,101,924
                                                                               ----------------        ----------------

                                                                               $     67,645,082        $     66,172,468
                                                                               ================        ================
<FN>
           Note:  The balance sheet at March 31, 1996, 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, 1996, AND DECEMBER 31, 1995
                                              ----------------------------------------

                                                             UNAUDITED
                                                             ---------




<CAPTION>
                                                                              1996                        1995
                                                                              ----                        ----
<S>                                                                    <C>                          <C>
Net sales                                                              $      70,633,930            $     66,606,152
                                                                       -----------------            ----------------

Costs and expenses:
   Cost of sales                                                              37,020,633                  36,065,846
   Selling, administrative and
     engineering expenses                                                     22,835,541                  22,230,036
   Research and development expense                                              506,956                     469,970
   Minority interest in consolidated
     foreign subsidiary                                                            9,149                       1,742
   Interest expense, net                                                          50,507                     739,239
                                                                       -----------------            ----------------
                                                                              60,422,786                  59,506,833
                                                                       -----------------            ----------------

Income before income tax expense                                              10,211,144                   7,099,319

Provision for income tax expense                                               4,169,000                   2,846,000
                                                                       -----------------            ----------------

        Net income                                                     $       6,042,144            $      4,253,319
                                                                       =================            ================

Income per common share
   (Primary and Fully Diluted):

        Net income                                                     $            0.82            $           0.70
                                                                       =================            ================

Common shares outstanding - fully diluted                                      7,393,920                   6,070,467
                                                                       =================            ================




</TABLE>

<TABLE>
                                                    CPAC, INC. AND SUBSIDIARIES
                                                    ---------------------------
                                               CONSOLIDATED STATEMENTS OF OPERATIONS
                                               -------------------------------------
                                                     FOR THE THREE MONTHS ENDED
                                                     --------------------------
                                              DECEMBER 31, 1996, AND DECEMBER 31, 1995
                                              ----------------------------------------

                                                             UNAUDITED
                                                             ---------




<CAPTION>
                                                                              1996                        1995
                                                                              ----                        ----
<S>                                                                    <C>                          <C>
Net sales                                                              $      23,219,659            $     22,163,823
                                                                       -----------------            ----------------

Costs and expenses:
   Cost of sales                                                              12,379,960                  11,945,788
   Selling, administrative and
     engineering expenses                                                      7,368,864                   7,423,174
   Research and development expense                                              177,034                     158,695
   Minority interest in consolidated
     foreign subsidiary                                                            5,463                       1,091
   Interest expense, net                                                           3,345                     108,243
                                                                       -----------------            ----------------
                                                                              19,934,666                  19,636,991
                                                                       -----------------            ----------------

Income before income tax expense                                               3,284,993                   2,526,832

Provision for income tax expense                                               1,323,000                   1,004,000
                                                                       -----------------            ----------------

        Net income                                                     $       1,961,993            $      1,522,832
                                                                       =================            ================

Income per common share
   (Primary and Fully Diluted):

        Net income                                                     $            0.27            $           0.22
                                                                       =================            ================

Common shares outstanding - fully diluted                                      7,329,961                   6,969,684
                                                                       =================            ================




</TABLE>


<TABLE>
                                                    CPAC, INC. AND SUBSIDIARIES
                                                    ---------------------------
                                               CONSOLIDATED STATEMENTS OF CASH FLOWS
                                               -------------------------------------
                                                     FOR THE NINE MONTHS ENDED
                                                     -------------------------
                                              DECEMBER 31, 1996, AND DECEMBER 31, 1995
                                              ----------------------------------------

                                                             UNAUDITED
                                                             ---------

<CAPTION>
                                                                                        1996                   1995
                                                                                        ----                   ----
<S>                                                                               <C>                    <C>
Cash flows from operating activities:
   Net income                                                                     $    6,042,144         $    4,253,319
                                                                                  --------------         --------------
   Adjustments to reconcile net income to net
     cash provided by (used in) operating activities:
        Depreciation and amortization                                                  1,545,640              1,472,938
        Amortization of intangible assets                                                229,222                267,977
   Changes in assets and liabilities, net of effects of
     business acquisitions:
        Accounts receivable                                                             (442,185)               505,327
        Inventory                                                                     (1,191,733)            (2,863,319)
        Accounts payable                                                              (1,844,109)             1,238,864
        Accrued expenses & liabilities                                                   164,388                650,828
        Accrued deferred compensation                                                     95,962                 81,793
        Other changes, net                                                               218,077                658,386

                                                                                  --------------         --------------
          Total adjustments                                                           (1,224,738)             2,012,794
                                                                                  --------------         --------------
            Net cash provided by operating activities                                  4,817,406              6,266,113
                                                                                  --------------         --------------

Cash flows from investing activities:
   Purchase of property, plant, and equipment, net                                    (1,474,104)            (1,859,187)
                                                                                  --------------         ---------------
        Net cash used in investing activities                                         (1,474,104)            (1,859,187)
                                                                                  --------------         --------------

Cash flows from financing activities:
   Common stock repurchase                                                            (2,688,400)
   Issuance of common stock, net                                                         398,348             15,388,730
   Repayment of long-term borrowings                                                    (542,573)            (7,297,863)
                                                                                  --------------         --------------
        Net cash provided (used) in financing activities                              (2,832,625)             8,090,867
                                                                                  --------------         --------------

   Effect of exchange rate changes on cash
                                                                                  --------------         --------------

        Net increase in cash
          and cash equivalents                                                           510,677             12,497,793

Cash and cash equivalents - beginning of period                                       13,667,286                 81,891
                                                                                  --------------         --------------
Cash and cash equivalents - end of period                                         $   14,177,963         $   12,579,684
                                                                                  ==============         ==============
</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, 1996, and December 31, 1995, 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, 1996 (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, 1996, annual report to
shareholders.  The results of operations for the nine months ended December 31,
1996, are not necessarily indicative of the operating results for the full year.


2 - INVENTORY

    ---------

Inventory is summarized as follows:
                                             DECEMBER 31, 1996  MARCH 31, 1996
                                              ----------------  --------------

     Raw materials and purchased parts          $  7,547,909    $  7,565,059
     Work-in-process                               1,218,052         750,069
     Finished goods                                8,464,275       7,678,170
     Promotional supplies                            207,214         252,914
                                                 ----------      -----------
                                                $ 17,437,450    $ 16,246,212
                                                ============    ============


3 - 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
                        --------------------------------

    The Company's capital resources remained strong during the quarter ended
December 31, 1996, due to continued strong operating cash flows and remaining
funds available from the 1995 private placement.  These funds are invested in
short-term investments.

    The Company has negotiated a three year extension to October 31, 1999, on
its line of credit with a domestic bank, increasing the amount available for use
to $10 million.  The line was not accessed at December 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.

    The Company also maintains a line of credit facility with a major Belgian
bank, which was not accessed at December 31, 1996.  The amount available is 34.3
million Belgian francs (approximately $1,072,000 based on the December
conversion rate for the Belgian franc).

    The working capital ratios at December 31, 1996, March 31, 1996, and
December 31, 1995, were, 5.15 to 1, 4.0 to 1, and 4.04 to 1, respectively.  The
increase in the working capital at December 31, 1996, as compared to March 31,
1996, and December 31, 1995, is primarily the result of increased operating cash
flows, which have enabled the Company to continue to maintain its short-term
investments.

    Management believes that the remaining private placement funds, coupled with
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, 1996, and to allow the Company to pursue future acquisitions.

ASSET TURNOVER RATIOS
---------------------
                           DECEMBER 31, 1996   MARCH 31, 1996 DECEMBER 31, 1995
                            ----------------   --------------  -----------------
    (1) Receivables-days
           outstanding         51.92 days        55.3 days         54.9 days

    (2) Annual inventory
           turns               2.9 times         3.3 times         2.5 times

    At December 31, 1996, the improvement in days outstanding continues to
reflect the impact of Stanley's cash sales business, as well as the inclusion of
The Fuller Brush Company receivables which generally have short payment terms.
The Imaging segment continues to average 90 days due to extended payment terms
for its dealers and foreign operations.

    Decrease in inventory turns from March 31, 1996, reflect the planned buildup
of Stanley Home Products' inventory which, in addition to the purchased
consignment inventory, is now primarily being manufactured in-house.

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

    The Company operates in two industry segments:  the Imaging segment which
includes the manufacture and sale of prepackaged chemical formulations,
supplies, and equipment systems to the imaging industry, and the Cleaning and
Personal Care Products segment which 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.  The products of each segment are manufactured and marketed both in the
U.S. and in other parts of the world.  Sales between segments are not material.

    Sales for the quarter ended December 31, 1996, increased 4.8% over the
quarter ended December 31, 1995, and increased 6.0% for the nine months ended
December 31, 1996, versus December 31, 1995.  For the Imaging segment, overall
sales for the quarter ended December 31, 1996, increased 1.3% over the quarter
ended December 31, 1995, and increased 4.0% for the nine months ended December
31, 1996, versus December 31, 1995.  The increase for the quarter and year to
date in the Imaging segment is primarily the result of increased sales from the
Company's foreign subsidiaries.  Sales for the quarter in the Cleaning and
Personal Care Products segment have increased 8.3% compared with the quarter
ended December 31, 1995, and 8.1% for the nine months ended December 31, 1996,
versus December 31, 1995.  The increase for the quarter and nine months year to
date is a result of an increase in Fuller consumer contract sales business.

    Net income for the quarter ended December 31, 1996, increased 28.8% over the
quarter ended December 31, 1995, and increased 42.1% for the nine months ended
December 31, 1996, versus December 31, 1995, due to improved operating results
from both segments.

    Gross margins have increased to 46.7% for this quarter versus 46% for the
year ended March 31, 1996, and 46.1% for the same quarter last year.  Increased
volume through-put in the Cleaning and Personal Care segment's manufacturing
facility has helped to lower fixed manufacturing costs and increase margins.
Gross margins in the Imaging segment have increased to 42.4% from 40% at
March 31, 1996, and the quarter ended December 31, 1995, due to operating
efficiencies achieved from equipment modernization investments.  These
improvements will allow the Company to pursue higher volume, price competitive
contract manufacturing opportunities at Fuller Brush and in Imaging.  Thus, the
Company does not expect margin improvements to continue as these will be offset
by lower margin contracts.

    Selling, administrative, and engineering costs this quarter were 31.7% of
sales compared with 33.6% at March 31, 1996, and 33.5% in the same quarter of
last year.  The decrease from year end reflects lower expenses related to the
Imaging and Cleaning and Personal Care Products segments.

    Net interest expense for the quarter has decreased versus the quarter ended
December 31, 1995, primarily due to decreased borrowing as a result of strong
cash flows from operations, as well as the availability of interest earning
funds from the 1995 private placement.

    The provision for income taxes as a percentage of consolidated pre-tax
earnings for the quarter ended December 31, 1996, was 40.3% versus 39.7% for the
quarter ended December 31, 1995, and 40.8% versus 40.1% for the nine months
ended December 31, 1996.  The rate increase is partially due to increased state
taxes, as well as taxes on foreign earnings, whose statutory tax rates are
higher than U.S. domestic tax rates.

FOREIGN OPERATIONS
------------------

    Combined foreign operations showed improved operating results as both CPAC
Europe and CPAC Italia's net income for the quarter and nine months ended
December 31, 1996, were substantially higher than the quarter and nine months
ended December 31, 1995.  While the economies of Italy and Belgium have been
suffering from economic slowdowns, sales volumes and market share of CPAC
subsidiaries in these countries have continued to improve.

    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.  On a consolidated
basis, foreign currency exchange losses are not material to the results of
operations.


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 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.  The work plan has been
approved by the Department without significant changes, and the Seller continues
the remediation specified in the work plan.




                                    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
        ---------------------------------------------------
        None

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
             Not applicable

        (3)  Articles of incorporation, By-laws
             3.1  Certificate of Incorporation, as amended September 11, 1996

             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  First Amendment to Second Amended and Restated Loan Agreement
                  dated October 31, 1996, filed herewith as an exhibit to Form
                  10-Q for the quarter ended December 31, 1996

        (10) Material contracts
             Not applicable


        (11) Statement re computation of per share earnings (loss)
             Not applicable

        (15) Letter re unaudited interim financial information
             Not applicable

        (18) Letter re change in accounting principles
             Not applicable

        (19) Report furnished to security holders
             Not applicable

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

        (23) Consents of experts and counsel
             Not applicable

        (24) Power of attorney
             Not applicable

        (27) Financial data schedule

        (99) Additional exhibits

     b. Reports Filed on 8-K
        None


                                   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 3, 1997                By  /s/ Thomas N. Hendrickson
     ----------------------------               -------------------------------
                                                Thomas N. Hendrickson,
                                                President,
                                                Chief Executive Officer,
                                                Treasurer


Date        February 3, 1997                By  /s/ Thomas J. Weldgen
     ----------------------------               -------------------------------
                                                Thomas J. Weldgen
                                                Chief Financial Officer



                                 EXHIBIT INDEX
                                 -------------
EXHIBIT                                                                    PAGE
-------                                                                    ----

  2.   Plan of acquisition, reorganization, arrangement,
       liquidation, or succession                                          N/A


  3.     Articles of incorporation, By-Laws

         3.1  Certificate of Incorporation, as amended September
              11, 1996                                                     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  First Amendment to Second Amended and Restated Loan
              Agreement dated October 31, 1996, filed herewith as
              an exhibit to Form 10-Q for the quarter ended
              December 31, 1996                                             15

 10.   Material contracts                                                  N/A

 11.   Statement re computation of per share earnings (loss)               N/A

 15.   Letter re unaudited interim financial information                   N/A

 18.   Letter re change in accounting principles                           N/A

 19.   Report furnished to security holders                                N/A

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

 23.   Consents of experts and counsel                                     N/A

 24.   Power of attorney                                                   N/A

 27.   Financial data schedule                                              29

 99.   Additional exhibits                                                 N/A