FORM 10-Q

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



|(Mark One)
|----------
|[X]       

For the Quarter Ended June 30, 2000
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



|New York(State or Other Jurisdiction of
Incorporation or Organization) |  | 16-0961040(IRS Employer Identification Number)
|---------------------------------------------------------------------- |  | ----------------------------------------------

2364 Leicester Rd.
Leicester, New York 14481

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

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

$.01 Par Value Common Stock

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 June 30, 2000, there were outstanding 5,579,912 shares of the Company's Common Stock, $.01 Par Value. Options for 985,656 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.



PAGE 1



CPAC, INC. AND SUBSIDIARIES



|        |                                                                                                                                                               | Page No.
|------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------
|        | PART I -- FINANCIAL INFORMATION                                                                                                                               |         
|Item 1. | Financial Statements                                                                                                                                          |         
|        | CPAC, Inc. and Subsidiaries Consolidated Balance Sheets -- June 30, 2000 (Unaudited), and March 31, 2000                                                      | 3       
|        | CPAC, Inc. and Subsidiaries Consolidated Statements of Operations and Comprehensive Income -- Three Months Ended June 30, 2000, and June 30, 1999 (Unaudited) | 4       
|        | CPAC, Inc. and Subsidiaries Consolidated Statements of Cash Flows -- Three Months Ended June 30, 2000, and June 30, 1999 (Unaudited)                          | 5       
|        | Notes to Consolidated Financial Statements                                                                                                                    | 6       
|Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations                                                                         | 8       
|Item 3. | Quantitative and Qualitative Disclosures About Market Risk                                                                                                    | 11      
|        |                                                                                                                                                               |         
|        | PART II -- OTHER INFORMATION                                                                                                                                  |         
|Item 1. | Legal Proceedings                                                                                                                                             | 12      
|Item 2. | Changes in Securities and Use of Proceeds                                                                                                                     | 12      
|Item 3. | Defaults Upon Senior Securities                                                                                                                               | 12      
|Item 4. | Submission of Matters to a Vote of Security Holders                                                                                                           | 12      
|Item 5. | Other Information                                                                                                                                             | 12      
|Item 6. | Exhibits and Reports on Form 8-K                                                                                                                              | 12      
|        | SIGNATURE PAGE                                                                                                                                                | 14      
|        | EXHIBIT INDEX                                                                                                                                                 | 15      





PAGE 2





CPAC, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS



|                                                                                                   |                                                                                                                                         | June 30, 2000(Unaudited) |            | March 31, 2000(Note) |  
|-------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------- | ------------------------ | ---------- | -------------------- | -
|ASSETS                                                                                             |                                                                                                                                        
|Current assets:                                                                                    |                                                                                                                                         |                          |            |                     
|                                                                                                   | Cash and cash equivalents                                                                                                               | $      3,377,968         |            | $      4,436,509     |  
|                                                                                                   | Accounts receivable (net of allowance for doubtful accounts
      of $716,000 and $696,000, respectively)                               | 15,318,112               |            | 15,019,382           |  
|                                                                                                   | Inventory                                                                                                                               | 19,445,165               |            | 18,862,740           |  
|                                                                                                   | Prepaid expenses and other current assets                                                                                               | 2,226,770                |            | 2,204,016            |  
|                                                                                                   | Total current assets                                                                                                                    | 40,368,015               |            | 40,522,647           |  
|Property, plant and equipment, net                                                                 | 20,285,619                                                                                                                              |                          | 20,541,001 |                     
|Goodwill and intangible assets (net of amortization of
   $2,270,919 and $2,127,495, respectively) | 13,210,004                                                                                                                              |                          | 13,383,151 |                     
|Other assets                                                                                       | 2,644,376                                                                                                                               |                          | 2,650,796  |                     
|                                                                                                   |                                                                                                                                         | $   76,508,014           |            | $    77,097,595      |  
|                                                                                                   |                                                                                                                                        
|LIABILITIES AND SHAREHOLDERS' EQUITY                                                               |                                                                                                                                        
|Current liabilities:                                                                               |                                                                                                                                         |                          |            |                     
|                                                                                                   | Current portion of long-term debt                                                                                                       | $     1,023,845          |            | $      1,185,349     |  
|                                                                                                   | Accounts payable                                                                                                                        | 4,870,612                |            | 5,533,850            |  
|                                                                                                   | Accrued payroll and related expenses                                                                                                    | 1,597,600                |            | 2,043,509            |  
|                                                                                                   | Accrued income taxes payable                                                                                                            | 1,098,881                |            | 380,843              |  
|                                                                                                   | Other accrued expenses and liabilities                                                                                                  | 2,628,559                |            | 2,696,680            |  
|                                                                                                   | Total current liabilities                                                                                                               | 11,219,497               |            | 11,840,231           |  
|                                                                                                   |                                                                                                                                         |                          |            |                      |  
|Long-term debt, net of current portion                                                             | 7,910,464                                                                                                                               |                          | 8,306,831  |                     
|Other long-term liabilities                                                                        | 5,259,455                                                                                                                               |                          | 5,168,173  |                     
|Shareholders' equity:                                                                              |                                                                                                                                         |                          |            |                     
|                                                                                                   | Common stock, par value $0.01 per share;
   Authorized 30,000,000 shares;
   Issued 5,665,219 shares and 5,726,566 shares, respectively | 56,653                   |            | 57,265               |  
|                                                                                                   | Additional paid-in capital                                                                                                              | 13,578,786               |            | 13,988,163           |  
|                                                                                                   | Retained earnings                                                                                                                       | 40,205,327               |            | 39,273,059           |  
|                                                                                                   | Accumulated other comprehensive income (loss)                                                                                           | (1,131,980               | )          | (945,939             | )
|                                                                                                   |                                                                                                                                         | 52,708,786               |            | 52,372,548           |  
|Less: Treasury stock, at cost, 85,307 shares                                                       | (590,188                                                                                                                                | )                        | (590,188   | )                   
|                                                                                                   | Total shareholders' equity                                                                                                              | 52,118,598               |            | 51,782,360           |  
|                                                                                                   |                                                                                                                                         | $    76,508,014          |            | $    77,097,595      |  

Note: The balance sheet at March 31, 2000 has been taken from the audited financial statements of that date.

The accompanying notes are an integral part of the financial statements.



PAGE 3



CPAC, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
FOR THE THREE MONTHS ENDEDJUNE 30, 2000 AND JUNE 30, 1999
UNAUDITED



|                                   |                                                  | 2000                |                | 1999                |  
|---------------------------------- | ------------------------------------------------ | ------------------- | -------------- | ------------------- | -
|                                   |                                                  |                     |                |                     |  
|Net sales                          | $   26,881,360                                   |                     | $   26,479,554 |                    
|                                   |                                                  |                     |                |                     |  
|Costs and expenses:                |                                                  |                     |                |                    
|                                   | Cost of sales                                    | 15,286,036          |                | 15,079,212          |  
|                                   | Selling, administrative and engineering expenses | 9,085,487           |                | 9,088,242           |  
|                                   | Research and development expense                 | 165,872             |                | 192,302             |  
|                                   | Interest expense, net                            | 207,850             |                | 200,228             |  
|                                   |                                                  |                     |                |                     |  
|                                   |                                                  | 24,745,245          |                | 24,559,984          |  
|Income before income tax expense   | 2,136,115                                        |                     | 1,919,570      |                    
|                                   |                                                  |                     |                |                     |  
|Provision for income tax expense   | 809,000                                          |                     | 784,000        |                    
|                                   |                                                  |                     |                |                     |  
|                                   | Net income                                       | $     1,327,115     |                | $     1,135,570     |  
|                                   |                                                  |                     |                |                     |  
|Income per common share:           |                                                  |                     |                |                    
|                                   | Basic                                            | $              0.24 |                | $              0.18 |  
|                                   | Diluted                                          | $              0.24 |                | $              0.18 |  
|Average common shares outstanding: |                                                  |                     |                |                    
|                                   | Basic                                            | 5,618,635           |                | 6,253,972           |  
|                                   | Diluted                                          | 5,643,517           |                | 6,284,819           |  
|                                   |                                                  |                     |                |                     |  
|Comprehensive income:              |                                                  |                     |                |                    
|                                   | Net income                                       | $     1,327,115     |                | $     1,135,570     |  
|                                   | Other comprehensive income (loss)                | (186,041            | )              | (132,730            | )
|                                   |                                                  |                     |                |                     |  
|                                   | Comprehensive income                             | $     1,141,074     |                | $     1,002,840     |  



The accompanying notes are an integral part of the financial statements.





PAGE 4





CPAC, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWSFOR THE THREE MONTHS ENDED
JUNE 30, 2000 AND JUNE 30, 1999
UNAUDITED



|                                                 |                                                                                                 | 2000            |                 | 1999            |  
|------------------------------------------------ | ----------------------------------------------------------------------------------------------- | --------------- | --------------- | --------------- | -
|                                                 |                                                                                                 |                 |                 |                 |  
|Cash flows from operating activities:            |                                                                                                 |                 |                 |                
|                                                 | Net income                                                                                      | $     1,327,115 |                 | $     1,135,570 |  
|                                                 | Adjustments to reconcile net income to net cash provided
    by (used in) operating activities: |                 |                 |                 |  
|                                                 | Depreciation and amortization                                                                   | 734,226         |                 | 671,958         |  
|                                                 | Amortization of intangible assets                                                               | 171,959         |                 | 145,561         |  
|                                                 | Changes in assets and liabilities, net of effects of business 
    acquisitions:                |                 |                 |                 |  
|                                                 | Accounts receivable                                                                             | (320,972        | )               | 1,749,392       |  
|                                                 | Inventory                                                                                       | (610,660        | )               | (111,392        | )
|                                                 | Accounts payable                                                                                | (670,310        | )               | (51,007         | )
|                                                 | Accrued expenses & liabilities                                                                  | 197,871         |                 | (19,891         | )
|                                                 | Other changes, net                                                                              | (46,337         | )               | 132,624         |  
|                                                 | Total adjustments                                                                               | (544,223        | )               | 2,517,245       |  
|                                                 | Net cash provided by operating activities                                                       | 782,892         |                 | 3,652,815       |  
|                                                 |                                                                                                 |                 |                 |                 |  
|Cash flows from investing activities:            |                                                                                                 |                 |                 |                
|                                                 | Purchase of property, plant, and equipment, net                                                 | (508,299        | )               | (1,055,111      | )
|                                                 | Net cash used in investing activities                                                           | (508,299        | )               | (1,055,111      | )
|                                                 |                                                                                                 |                 |                 |                 |  
|Cash flows from financing activities:            |                                                                                                 |                 |                 |                
|                                                 | Common stock repurchase                                                                         | (409,989        | )               | (1,288,227      | )
|                                                 | Issuance of common stock                                                                        |                 |                 | 24,438          |  
|                                                 | Repayment of long-term borrowings                                                               | (527,544        | )               | (203,207        | )
|                                                 | Payment of cash dividends                                                                       | (394,847        | )               | (411,057        | )
|                                                 | Net cash used in financing activities                                                           | (1,332,380      | )               | (1,878,053      | )
|                                                 |                                                                                                 |                 |                 |                 |  
|                                                 | Effect of exchange rate changes on cash                                                         | (754            | )               | (72             | )
|                                                 |                                                                                                 |                 |                 |                 |  
|                                                 | Net increase (decrease) in cash and cash equivalents                                            | (1,058,541      | )               | 719,579         |  
|                                                 |                                                                                                 |                 |                 |                 |  
|Cash and cash equivalents -- beginning of period | 4,436,509                                                                                       |                 | 412,123         |                
|                                                 |                                                                                                 |                 |                 |                 |  
|Cash and cash equivalents -- end of period       | $     3,377,968                                                                                 |                 | $     1,131,702 |                



The accompanying notes are an integral part of the financial statements.



PAGE 5



CPAC, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSUNAUDITED

1 -- CONSOLIDATED FINANCIAL STATEMENTS

The consolidated balance sheets, the consolidated statements of operations and comprehensive income, and the consolidated statements of cash flows for the three-month period ended June 30, 2000 and June 30, 1999
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 June 30, 2000 (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, 2000, Annual Report to Shareholders. The results of operations for the three months ended June 30, 2000, are not
necessarily indicative of the operating results for the full year.



2 -- INVENTORY

Inventory is summarized as follows:



|                                  | June 30, 2000 |  | March 31, 2000
|--------------------------------- | ------------- |  | --------------
|Raw materials and purchased parts | $   8,423,307 |  | $   7,332,230 
|Work-in-process                   | 1,144,943     |  | 1,055,426     
|Finished goods                    | 9,876,915     |  | 10,475,084    
|                                  | $ 19,445,165  |  | $ 18,862,740  



3 -- EARNINGS PER SHARE

Basic earnings per share are based upon the weighted-average number of common shares outstanding during the period. Diluted net income per share is computed using the weighted-average common shares outstanding during the
period plus the dilutive effect of shares issuable through stock options and warrants. The shares used in calculating basic and diluted earnings per share are reconciled as follows:



|                                                        | Three Months Ended June 30,
|------------------------------------------------------- | ---------------------------
|                                                        | 2000                       
|Basic weighted average number of 
   shares outstanding | 5,618,635                  
|Effect of dilutive stock options                        | 24,882                     
|Dilutive shares outstanding                             | 5,643,517                  

Unexercised stock options to purchase 791,629 and 648,968 shares of the Company's common stock as of June 30, 2000 and 1999, respectively, were not included in the computations of diluted EPS because the
options' exercise prices were greater than the average market price of the Company's common stock during the respective periods. These options, issued at various dates from 1995 to 1999, are still outstanding at the end of the period.



PAGE 6



4 -- COMPREHENSIVE INCOME

Other comprehensive income (loss) includes foreign currency translation adjustments.



5 -- SEGMENT INFORMATION

For purposes of financial reporting, the Company operates in two industry segments: the Fuller Brands segment and the Imaging segment. Information concerning the Company's business segments for the quarters ended June 
30, 2000 and 1999 are as follows:



|                             | Three Months Ended
June 30, |  
|---------------------------- | --------------------------- | -
|                             | 2000                        |  
|Net sales to customers:      |                             |  
|Fuller Brands                | $   15,642,235              |  
|Imaging                      | 11,239,125                  |  
|                             |                             |  
|Total net sales to customers | $   26,881,360              |  
|                             |                             |  
|Operating income:            |                             |  
|Fuller Brands                | $     1,510,864             |  
|Imaging                      | 879,180                     |  
|                             | 2,390,044                   |  
|Corporate income (loss)      | (46,079                     | )
|Interest expense, net        | (207,850                    | )
|                             |                             |  
|Consolidated pretax income   | $     2,136,115             |  

Sales between segments are not material.



6 -- SHAREHOLDERS' EQUITY

Cash Dividends

The Company's Board of Directors declared and paid a $.07 quarterly common share dividend amounting to $394,847, during the quarter ended June 30, 2000.

Stock Repurchase

For the three months ended June 30, 2000 and 1999, respectively, the Company repurchased 61,347 and 172,569 shares of its common stock at an average cost of $6.99 and $7.47 per share, for a total cost of approximately
$429,000 and $1,288,000 as part of previously announced Board of Directors' authorized stock buyback programs.



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.



PAGE 7



Item 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

LIQUIDITY AND CAPITAL RESOURCES

The Company's operations continue to provide strong operating cash flows. Funds generated allowed the Company to reduce debt by over $527,000, continue its stock buyback program with expenditures approximating $410,000, and
continue property, plant and equipment purchases totaling approximately $508,000 during the quarter. At June 30, 2000 the Company had a cash balance of approximately $3,378,000.

The Company maintains a line of credit with Bank of America with a borrowing capacity of $20,000,000. At June 30, 2000, the Company's borrowings under such line were zero. The interest rate is the lower of prime or the 30-day
LIBOR rate plus .75%. The line of credit facility matures on October 31, 2002 and requires meeting certain financial covenants, with which the Company was in compliance with at June 30, 2000.

The Company has a seven-year $1,500,000 mortgage commitment with an international bank, which funded the construction of CPAC Asia's facility. The obligation calls for quarterly principal and interest payments, with interest at
LIBOR plus 1.75%.

CPAC Asia also has a line of credit with an international bank of 20,000,000 baht (approximately $529,000 based on the first quarter conversion rate in Thailand), with interest at prime plus 1% (Thailand prime was 12%) and
collateralized by a standby letter of credit (LOC) guaranteed by CPAC, Inc. At the end of its third quarter, CPAC Asia LTD. had approximately 16,084,000 baht (approximately $425,000 based on the first quarter conversion rate in Thailand) outstanding
against the line.

The working capital ratios at June 30, 2000, March 31, 2000, and June 30, 1999 were 3.60 to 1; 3.42 to 1; and 3.60 to 1. Net working capital was in line with the previous year's comparable quarter
and slightly improved over year ended March 31, 2000, due to a net reduction in short-term liabilities.

Management believes that its existing available lines of credit and cash flows from operations should be adequate to meet normal working capital needs, based on operations as of June 30, 2000. It is expected that additional
financing may be necessary to allow the Company to pursue future acquisitions.

Asset Turnover Ratios



|                                  | June 30, 2000 | March 31, 2000 | June 30, 1999
|--------------------------------- | ------------- | -------------- | -------------
|(1)  Receivables-days outstanding | 51.4 days     | 54.3 days      | 57.3 days    
|(2)  Annual inventory turns       | 3.2 times     | 3.2 times      | 2.9 times    

Receivable days outstanding decreased over the comparable period last year and March 31, 2000, due to continued improvement in the Fuller Brands' days sales outstanding.

Annual inventory turns increased slightly over the comparable period last year and consistent with March 31, 2000 levels. Improvement over last year's comparable period reflects the Company's goals of improving manufacturing
efficiencies in Great Bend and "right-sizing" inventory levels based on current sales levels.



PAGE 8



RESULTS OF OPERATIONS

For purposes of financial reporting, the Company operates in two industry segments: the Fuller Brands segment, which includes the manufacture and sale of specialty chemical cleaning products and related accessories (brushes,
brooms, mops) for commercial, janitorial, and consumer use, as well as personal care products such as soaps, shampoos, and skin care items, and the Imaging segment which includes the manufacture and sale of prepackaged chemical formulations, supplies, and
equipment systems to the imaging industry. 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 June 30, 2000 increased 1.5% over the quarter June 30, 1999. Sales for the quarter in the Fuller Brands segment decreased 3.2% compared with the quarter ended June 30, 1999. The decrease
for the quarter was largely due to a reduction in Fuller's consumer business with a major sweepstakes catalog organization and lower direct sales from the Stanley Home Products division. The decrease for the three-month period was mitigated by a 3%
increase in Cleaning Technologies Group sales from the first three months of the fiscal year. For the Imaging segment, overall sales in the three months ended June 30, 2000 increased 8.9% over the comparable period last year largely due to increased
sales from its Asian operation and increased equipment sales to the photofinishing and medical imaging markets.

Gross margins were 43.1% for this quarter versus 42.8% for the year ended March 31, 2000 and 43.1% for the same quarter last year. Gross margins in the Fuller Brands segment were 46.8%, 46.9% and 47.3% for the quarter ended
June 30, 2000, the year ended March 31, 2000, and the quarter ended June 30, 1999, respectively. Lower Fuller consumer and Stanley Home Products sales contributed to the lower gross margin for the quarter, versus the comparable quarter last
year. Gross margins in the Imaging segment were 38% for the quarter ended June 30, 2000, as compared to 36.9% for the year ended March 31, 2000, and 36.3% for the same quarter last year. Improvement in gross margins was partially a function of
product mix sold and the positive impact of CPAC Asia.

Selling, administrative, and engineering costs this quarter were 33.8%, versus 33.4% for the year ended March 31, 2000, versus 34.3% for the same quarter last year. In the Fuller Brands segment, selling, administrative, and
engineering costs for this quarter decreased to 36.3% from 36.4% for the year ended March 31, 2000, and 38.4% for the same quarter last year. The decrease is a result of expense reduction efforts with the Fuller and CTG operations. In the Imaging
segment, selling, administrative, and engineering costs for the quarter were 29.9% versus 27.8% for the year ended March 31, 2000 and 27.4% for the same quarter last year. The increase in the quarter reflects increased expenses in Asia and other
operations to promote sales growth.

Net interest expense for the three months ended June 30, 2000 is slightly higher than the comparable period last year, due to interest incurred on foreign borrowings in Europe and Asia.

The provision for income taxes as a percentage of pretax income for the quarter ended June 30, 2000 was 37.9% versus 36.3% for the year ended March 31, 2000, and versus 40.8% for the quarter ended June 30, 1999. The
decrease from the comparable quarter last year is due to the impact of the Company's tax holiday in Asia, which exempts most of its operating income from tax. The low tax rate from fiscal 2000 reflected the Federal income tax refund received in the fourth
quarter.

Net income for the quarter increased 16.9% over the comparable quarter last year. The increase was largely a result of improved Fuller Brands' earnings, due to cost reduction and manufacturing efficiency efforts taking hold.

PAGE 9



Foreign Operations

Combined sales for the foreign operations rose approximately $360,000 in the first quarter of fiscal 2001, versus the comparable period last year. The increase was largely the result of CPAC Asia sales (in the first quarter
of fiscal 2000, CPAC Asia was not yet manufacturing or shipping). The remaining foreign operations in Belgium, Italy, and South Africa had a net sales increase of approximately 2%.

Pretax profits for the combined foreign operations approximated 15% of fiscal 2001 consolidated pretax income, up from 2% in fiscal 2000. Again, this was largely driven by profits from Asia, as compared to start-up losses in the
first quarter of fiscal 2000. Also increased profits from the Company's Belgian operation offset small decreases in profits from the Italian and African operations to contribute to the overall foreign operation's profit increase.

The Company has exposure to currency fluctuations and from time to time has utilized hedging programs (primarily forward foreign currency exchange contracts), to help minimize the impact of these fluctuations on results of
operations. At June 30, 2000 no forward foreign currency exchange contracts were outstanding. The Company does not hold or issue derivatives for trading purposes and is not a party to leveraged derivative transactions. On a consolidated basis,
foreign currency exchange losses are included in income or expense as incurred and are not material to the results of operations.

Year 2000 Issue

As of the date of this filing, the Company has not experienced any material adverse effects on the operations or results of operations of the Company relating to the Year 2000 Issue as a result of any of its systems or any
of its third parties with whom it has significant business relationships. While there may be minor interruptions or malfunctions with some systems or third parties in the future, at the present time the Company does not expect such interruptions to have a
material impact on its financial position, results of operations, or cash flows. However, because the Company's continued Year 2000 compliance is in part contingent upon the continued compliance of third parties, there can be no assurance that the
Company's efforts alone have resolved all Year 2000 issues, or that key third parties will not experience Year 2000 compliance failures as calendar year 2000 progresses.

Euro Conversion

On January 1, 1999, the Euro became the common currency of eleven of the fifteen member states of the European Union. After the introduction of the Euro, the national currencies will remain legal tender in the
participating countries until mid-calendar-year 2002. During the dual currency phase, businesses must be capable of conducting commercial transactions in either the Euro or the national currency. After the dual currency phase, all businesses in
participating countries must conduct all transactions in the Euro and must convert their financial records and reports to be Euro-based. The Company expects that all its facilities will be capable of complying with the Euro conversion timetable and with
customer requirements for quoting and billing in Euro dollars. The Company's information technology systems are currently meeting the dual currency phase requirements, and it is anticipated that the final phase of the Euro conversion will not have a
negative effect on the Company.

Forward-Looking Information

This Form 10-Q contains forward-looking statements, including statements covering the Year 2000 issue, that are based on current expectations, estimates and projections about the industries in which the Company operates, as
well as management's beliefs and assumptions. Words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates," variations of such words and similar expressions are intended to identify such forward-looking statements. These
statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions ("Future Factors") which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or
forecasted in such forward-looking statements. The Company undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except for the Year 2000 issue, which will be
updated in accordance with the SEC rules and regulations.



PAGE 10

The Future Factors that may affect the operations, performance and results of the Company's business include the following:



|a. | general economic and competitive conditions in the markets and countries in which the Company operates, and the risks inherent in international operations;                                                                             
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|b. | the Company's ability to continue to control and reduce its costs of production;                                                                                                                                                        
|c. | the level of demand for the Company's Imaging products and impact of digital imaging;                                                                                                                                                   
|d. | the level of competition and consolidation within the imaging industry;                                                                                                                                                                 
|e. | the effect of changes in the distribution channels for Fuller Brands;                                                                                                                                                                   
|f. | the level of demand for Fuller Brands' contract manufactured products;                                                                                                                                                                  
|g. | the level of competition and consolidation within the commercial cleaning supply industry; and                                                                                                                                          
|h. | the strength of the U.S. dollar against currencies of other countries where the Company operates, as well as cross-currencies between the Company's operations outside of the U.S. and other countries with whom they transact business.

Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in the forward-looking statements. The
Company does not intend to update forward-looking statements.



Item 3.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The information called for by this item is provided under the caption Foreign Operations under Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. Also see Item 7A.
Quantitative and Qualitative Disclosures about Market Risk in the Company's Form 10-K for the year ended March 31, 2000.



PAGE 11



PART IIOTHER INFORMATION



|Item 1. | Legal Proceedings
None                                                                                                                                                                                                                                                    
|------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Item 2. | Changes in Securities and Use of Proceeds
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, regarding organization, arrangement, liquidation, or succession
        Not applicable                                                                                                                                                         
|        | (3)   Articles of Incorporation, By-laws                                                                                                                                                                                                                                  
|        | 3.1                                                                                                                                                                                                                                                                       
|        | 3.2                                                                                                                                                                                                                                                                       
|        | (4)   Instruments defining the rights of security holders, including indentures                                                                                                                                                                                           
|        | 4.1                                                                                                                                                                                                                                                                       
|PAGE 12
|        | (10)  Material contracts                                                                                                                                                                                                                                                  
|        | 10.1                                                                                                                                                                                                                                                                      
|        | 10.2                                                                                                                                                                                                                                                                      
|        | 10.3                                                                                                                                                                                                                                                                      
|        | 10.4                                                                                                                                                                                                                                                                      
|        | 10.5                                                                                                                                                                                                                                                                      
|        | (11)  Statement regarding computation of per share earnings (loss) 
        Not applicable                                                                                                                                                                                
|        | (15)  Letter regarding unaudited interim financial information
        Not applicable                                                                                                                                                                                     
|        | (18)  Letter regarding 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
        Not applicable                                                                                                                                                                                                                          
|        | b.   Reports Filed on Form 8-K
1. On April 13, 2000, the Company filed a Current Report (Form 8-K) with respect to the April 5, 2000 appointment of Jerold L. Zimmerman, Ph.D., by the Registrant to its Board of Directors, increasing the Board's size to seven members.



PAGE 13







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  August 10, 2000 | By | /s/ Thomas N. Hendrickson
Thomas N. Hendrickson,
President, Chief Executive Officer, Treasurer
|                      |    |                                                                                               
|                      |    |                                                                                               
|Date  August 10, 2000 | By | /s/ Thomas J. Weldgen
Thomas J. Weldgen,
Vice President Finance and Chief Financial Officer   
|                      |    |                                                                                               
|                      |    |                                                                                               
|Date  August 10, 2000 | By | /s/ James W. Pembroke
James W. Pembroke,
Chief Accounting Officer                             



PAGE 14



EXHIBIT INDEX



|Exhibit |                                                                                      | Page                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|------- | ------------------------------------------------------------------------------------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.      | Plan of acquisition, regarding organization, arrangement, liquidation, or succession | N/A                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|3.      | Articles of incorporation, By-laws                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|        | 3.1                                                                                  | Certificate of Incorporation, as amended September 11, 1996, incorporated herein by reference to Form 10-Q, filed for the period ended September 30, 1996, and further amended by Certificate of Amendment dated August 
19, 1999, incorporated herein by reference to Form 10-Q, filed for the period ended September 30, 1999                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|        | 3.2                                                                                  | By-laws, as amended, incorporated herein by reference to Form 10-Q, filed for the period ended September 30, 1998                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|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 herein 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, and amended by Letter of extension and increase dated October 29, 1996, filed as Exhibit 99.1 to Form 10-Q for the quarter ended September 30, 1996, and
further amended by First Amendment to Second Amended and Restated Loan Agreement dated October 31, 1996, filed as Exhibit 4.1 to Form 10-Q for the quarter ended December 31, 1996, and further amended by Agreement dated September 12,
1997 filed as Exhibit 99.1 to Form 10-Q for the quarter ended September 30, 1997, and further amended by Second Amendment to Second Amended and Restated Loan Agreement dated July 10, 1998, filed as Exhibit 4.1 to Form 10-Q for the quarter
ended June 30, 1998, and further amended by Agreement dated April 27, 2000 filed as Exhibit 4.1 to Form 10-K for the period ended March 31, 2000
|10.     | Material contracts                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|        | 10.1                                                                                 | Employment Agreement between Thomas N. Hendrickson and CPAC, Inc. dated September 30, 1995, incorporated herein by reference to Form 10-Q filed for the period ended September 30, 1995, and amended by Extension of Employment
Agreement dated July 20, 1998, incorporated herein by reference to Form 10-K filed for the period ended March 31, 1999                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|        | 10.2                                                                                 | CPAC, Inc. Executive Long-Term Stock Investment Plan, incorporated herein by reference to Form S-8 Registration Statement filed on October 29, 1994, as amended and incorporated by reference to Form S-8 Registration
Statements filed on October 3, 1996 and September 24, 1999                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|        | 10.3                                                                                 | CPAC, Inc. 1996 Nonemployee Directors Stock Option Plan, incorporated herein by reference to Form S-8 Registration Statement filed October 3, 1996, as amended and incorporated by reference to Form S-8 Registration
Statements filed on October 14, 1997, November 24, 1998 and September 24, 1999                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|PAGE 15 |                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|        | 10.4                                                                                 | Deferred Compensation Arrangement between Thomas N. Hendrickson and CPAC, Inc. dated October 13, 1992, incorporated herein by reference to Form 10-Q filed for the period ended December 31, 1992, and amended by Amendment to
Deferred Compensation Arrangement dated July 20, 1998, incorporated herein by reference to Form 10-K filed for the period ended March 31, 1999                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|        | 10.5                                                                                 | CPAC, Inc. Nonqualified Deferred Compensation Plan dated December 30, 1999, incorporated herein by reference to Form 10-Q filed for the period ended December 31, 1999                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|11.     | Statement regarding computation of per share earnings (loss)                         | N/A                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|15.     | Letter regarding unaudited interim financial information                             | N/A                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|18.     | Letter regarding 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                                                              | 17                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|99.     | Additional exhibits                                                                  | N/A                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            



PAGE 16