FORM 10-Q

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



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

For the Quarter Ended September 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 September 30, 2000, there were outstanding 5,515,712 shares of the Company's Common Stock, $.01 Par Value. Options for 963,406 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 -- September 30, 2000 (Unaudited), and March 31, 2000                                                           | 3       
|        | CPAC, Inc. and Subsidiaries Consolidated Statements of Operations and Comprehensive Income -- Six Months Ended September 30, 2000, and September 30, 1999 (Unaudited)   | 4       
|        | CPAC, Inc. and Subsidiaries Consolidated Statements of Operations and Comprehensive Income -- Three Months Ended September 30, 2000, and September 30, 1999 (Unaudited) | 5       
|        | CPAC, Inc. and Subsidiaries Consolidated Statements of Cash Flows -- Six Months Ended September 30, 2000, and September 30, 1999 (Unaudited)                            | 6       
|        | Notes to Consolidated Financial Statements                                                                                                                              | 7       
|Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations                                                                                   | 9       
|Item 3. | Quantitative and Qualitative Disclosures About Market Risk                                                                                                              | 12      
|        |                                                                                                                                                                         |         
|        | PART II -- OTHER INFORMATION                                                                                                                                            |         
|Item 1. | Legal Proceedings                                                                                                                                                       | 13      
|Item 2. | Changes in Securities and Use of Proceeds                                                                                                                               | 13      
|Item 3. | Defaults Upon Senior Securities                                                                                                                                         | 13      
|Item 4. | Submission of Matters to a Vote of Security Holders                                                                                                                     | 13      
|Item 5. | Other Information                                                                                                                                                       | 13      
|Item 6. | Exhibits and Reports on Form 8-K                                                                                                                                        | 13      
|        | SIGNATURE PAGE                                                                                                                                                          | 16      
|        | EXHIBIT INDEX                                                                                                                                                           | 17      

<PAGE 2>



CPAC, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS



|                                                                                                   |                                                                                                                                         | September 30, 2000(Unaudited) |            | March 31,
2000(Note) |  
|-------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------- | ---------- | -------------------- | -
|ASSETS                                                                                             |                                                                                                                                        
|Current assets:                                                                                    |                                                                                                                                         |                               |            |                     
|                                                                                                   | Cash and cash equivalents                                                                                                               | $      4,716,704              |            | $      4,436,509     |  
|                                                                                                   | Accounts receivable (net of allowance for doubtful accounts
      of $749,000 and $716,000, respectively)                               | 15,361,723                    |            | 15,019,382           |  
|                                                                                                   | Inventory                                                                                                                               | 19,119,251                    |            | 18,862,740           |  
|                                                                                                   | Prepaid expenses and other current assets                                                                                               | 2,412,934                     |            | 2,204,016            |  
|                                                                                                   | Total current assets                                                                                                                    | 41,610,612                    |            | 40,522,647           |  
|Property, plant and equipment, net                                                                 | 19,896,992                                                                                                                              |                               | 20,541,001 |                     
|Goodwill and intangible assets (net of amortization of
   $2,418,521 and $2,270,919, respectively) | 13,064,471                                                                                                                              |                               | 13,383,151 |                     
|Other assets                                                                                       | 2,918,051                                                                                                                               |                               | 2,650,796  |                     
|                                                                                                   |                                                                                                                                         | $    77,490,126               |            | $    77,097,595      |  
|                                                                                                   |                                                                                                                                        
|LIABILITIES AND SHAREHOLDERS' EQUITY                                                               |                                                                                                                                        
|Current liabilities:                                                                               |                                                                                                                                         |                               |            |                     
|                                                                                                   | Current portion of long-term debt                                                                                                       | $     1,055,290               |            | $      1,185,349     |  
|                                                                                                   | Accounts payable                                                                                                                        | 5,327,376                     |            | 5,533,850            |  
|                                                                                                   | Accrued payroll and related expenses                                                                                                    | 1,699,253                     |            | 2,043,509            |  
|                                                                                                   | Accrued income taxes payable                                                                                                            | 715,315                       |            | 380,843              |  
|                                                                                                   | Other accrued expenses and liabilities                                                                                                  | 2,676,047                     |            | 2,696,680            |  
|                                                                                                   | Total current liabilities                                                                                                               | 11,473,281                    |            | 11,840,231           |  
|                                                                                                   |                                                                                                                                         |                               |            |                      |  
|Long-term debt, net of current portion                                                             | 7,904,011                                                                                                                               |                               | 8,306,831  |                     
|Other long-term liabilities                                                                        | 5,442,178                                                                                                                               |                               | 5,168,173  |                     
|Shareholders' equity:                                                                              |                                                                                                                                         |                               |            |                     
|                                                                                                   | Common stock, par value $0.01 per share;
   Authorized 30,000,000 shares;
   Issued 5,601,019 shares and 5,726,566 shares, respectively | 56,011                        |            | 57,265               |  
|                                                                                                   | Additional paid-in capital                                                                                                              | 13,073,567                    |            | 13,988,163           |  
|                                                                                                   | Retained earnings                                                                                                                       | 41,287,779                    |            | 39,273,059           |  
|                                                                                                   | Accumulated other comprehensive income (loss)                                                                                           | (1,156,513                    | )          | (945,939             | )
|                                                                                                   |                                                                                                                                         | 53,260,844                    |            | 52,372,548           |  
|Less: Treasury stock, at cost, 85,307 shares                                                       | (590,188                                                                                                                                | )                             | (590,188   | )                   
|                                                                                                   | Total shareholders' equity                                                                                                              | 52,670,656                    |            | 51,782,360           |  
|                                                                                                   |                                                                                                                                         | $    77,490,126               |            | $    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 SIX MONTHS ENDED



|                                   |                                                  | 2000                |                | 1999                |  
|---------------------------------- | ------------------------------------------------ | ------------------- | -------------- | ------------------- | -
|                                   |                                                  |                     |                |                     |  
|Net sales                          | $   53,239,008                                   |                     | $   54,463,903 |                    
|                                   |                                                  |                     |                |                     |  
|Costs and expenses:                |                                                  |                     |                |                    
|                                   | Cost of sales                                    | 29,728,250          |                | 31,158,349          |  
|                                   | Selling, administrative and engineering expenses | 18,134,412          |                | 18,455,362          |  
|                                   | Research and development expense                 | 327,563             |                | 368,636             |  
|                                   | Interest expense, net                            | 469,369             |                | 371,609             |  
|                                   |                                                  |                     |                |                     |  
|                                   |                                                  | 48,659,594          |                | 50,353,956          |  
|Income before income tax expense   | 4,579,414                                        |                     | 4,109,947      |                    
|                                   |                                                  |                     |                |                     |  
|Provision for income tax expense   | 1,775,000                                        |                     | 1,685,000      |                    
|                                   |                                                  |                     |                |                     |  
|                                   | Net income                                       | $     2,804,414     |                | $     2,424,947     |  
|                                   |                                                  |                     |                |                     |  
|Income per common share:           |                                                  |                     |                |                    
|                                   | Basic                                            | $              0.50 |                | $              0.39 |  
|                                   | Diluted                                          | $              0.50 |                | $              0.39 |  
|Average common shares outstanding: |                                                  |                     |                |                    
|                                   | Basic                                            | 5,586,828           |                | 6,225,717           |  
|                                   | Diluted                                          | 5,622,521           |                | 6,257,382           |  
|                                   |                                                  |                     |                |                     |  
|Comprehensive income:              |                                                  |                     |                |                    
|                                   | Net income                                       | $     2,804,414     |                | $     2,424,947     |  
|                                   | Other comprehensive income (loss)                | (210,574            | )              | (362,477            | )
|                                   |                                                  |                     |                |                     |  
|                                   | Comprehensive income                             | $     2,593,840     |                | $     2,062,470     |  



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

<PAGE 4>



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



|                                   |                                                  | 2000                |                | 1999                |  
|---------------------------------- | ------------------------------------------------ | ------------------- | -------------- | ------------------- | -
|                                   |                                                  |                     |                |                     |  
|Net sales                          | $   26,357,648                                   |                     | $   27,984,349 |                    
|                                   |                                                  |                     |                |                     |  
|Costs and expenses:                |                                                  |                     |                |                    
|                                   | Cost of sales                                    | 14,442,214          |                | 16,079,137          |  
|                                   | Selling, administrative and engineering expenses | 9,048,925           |                | 9,367,120           |  
|                                   | Research and development expense                 | 161,691             |                | 176,334             |  
|                                   | Interest expense, net                            | 261,519             |                | 171,381             |  
|                                   |                                                  |                     |                |                     |  
|                                   |                                                  | 23,914,349          |                | 25,793,972          |  
|Income before income tax expense   | 2,443,299                                        |                     | 2,190,377      |                    
|                                   |                                                  |                     |                |                     |  
|Provision for income tax expense   | 966,000                                          |                     | 901,000        |                    
|                                   |                                                  |                     |                |                     |  
|                                   | Net income                                       | $     1,477,299     |                | $     1,289,377     |  
|                                   |                                                  |                     |                |                     |  
|Income per common share:           |                                                  |                     |                |                    
|                                   | Basic                                            | $              0.27 |                | $              0.21 |  
|                                   | Diluted                                          | $              0.26 |                | $              0.21 |  
|Average common shares outstanding: |                                                  |                     |                |                    
|                                   | Basic                                            | 5,555,021           |                | 6,197,461           |  
|                                   | Diluted                                          | 5,601,525           |                | 6,229,944           |  
|                                   |                                                  |                     |                |                     |  
|Comprehensive income:              |                                                  |                     |                |                    
|                                   | Net income                                       | $     1,477,299     |                | $     1,289,377     |  
|                                   | Other comprehensive income (loss)                | (24,533             | )              | (229,747            | )
|                                   |                                                  |                     |                |                     |  
|                                   | Comprehensive income                             | $     1,452,766     |                | $     1,059,630     |  



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

<PAGE 5>



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



|                                                 |                                                                                                 | 2000            |                 | 1999            |  
|------------------------------------------------ | ----------------------------------------------------------------------------------------------- | --------------- | --------------- | --------------- | -
|                                                 |                                                                                                 |                 |                 |                 |  
|Cash flows from operating activities:            |                                                                                                 |                 |                 |                
|                                                 | Net income                                                                                      | $     2,804,414 |                 | $     2,424,947 |  
|                                                 | Adjustments to reconcile net income to net cash provided
    by (used in) operating activities: |                 |                 |                 |  
|                                                 | Depreciation and amortization                                                                   | 1,450,348       |                 | 1,423,382       |  
|                                                 | Amortization of intangible assets                                                               | 331,587         |                 | 286,357         |  
|                                                 | Changes in assets and liabilities, net of effects of business 
    acquisitions:                |                 |                 |                 |  
|                                                 | Accounts receivable                                                                             | (363,710        | )               | 1,442,278       |  
|                                                 | Inventory                                                                                       | (283,107        | )               | 1,052,065       |  
|                                                 | Accounts payable                                                                                | (213,885        | )               | (983,102        | )
|                                                 | Accrued expenses & liabilities                                                                  | (36,503         | )               | 685,164         |  
|                                                 | Other changes, net                                                                              | (221,779        | )               | (8,659          | )
|                                                 | Total adjustments                                                                               | 662,951         |                 | 3,897,485       |  
|                                                 | Net cash provided by operating activities                                                       | 3,467,365       |                 | 6,322,432       |  
|                                                 |                                                                                                 |                 |                 |                 |  
|Cash flows from investing activities:            |                                                                                                 |                 |                 |                
|                                                 | Purchase of property, plant, and equipment, net                                                 | (834,017        | )               | (2,046,654      | )
|                                                 | Net cash used in investing activities                                                           | (834,017        | )               | (2,046,654      | )
|                                                 |                                                                                                 |                 |                 |                 |  
|Cash flows from financing activities:            |                                                                                                 |                 |                 |                
|                                                 | Common stock repurchase                                                                         | (934,735        | )               | (1,417,263      | )
|                                                 | Issuance of common stock                                                                        |                 |                 | 28,438          |  
|                                                 | Proceeds from long-term borrowings                                                              |                 |                 | 1,500,000       |  
|                                                 | Repayment of long-term borrowings                                                               | (628,013        | )               | (326,279        | )
|                                                 | Payment of cash dividends                                                                       | (789,694        | )               | (814,360        | )
|                                                 | Net cash used in financing activities                                                           | (2,352,442      | )               | (1,029,464      | )
|                                                 |                                                                                                 |                 |                 |                 |  
|                                                 | Effect of exchange rate changes on cash                                                         | (711            | )               | (176            | )
|                                                 |                                                                                                 |                 |                 |                 |  
|                                                 | Net increase in cash and cash equivalents                                                       | 280,195         |                 | 3,246,138       |  
|                                                 |                                                                                                 |                 |                 |                 |  
|Cash and cash equivalents -- beginning of period | 4,436,509                                                                                       |                 | 412,123         |                
|                                                 |                                                                                                 |                 |                 |                 |  
|Cash and cash equivalents -- end of period       | $     4,716,704                                                                                 |                 | $     3,658,261 |                



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

<PAGE 6>

CPAC, INC. AND SUBSIDIARIES

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 six-month period ended September 30, 2000 and September 
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 September 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 six-months ended September 30, 2000 are not
necessarily indicative of the operating results for the full year.



2 -- INVENTORY

Inventory is summarized as follows:



|                                  | September 30, 2000 |  | March 31, 2000
|--------------------------------- | ------------------ |  | --------------
|Raw materials and purchased parts | $  7,801,756       |  | $   7,332,230 
|Work-in-process                   | 1,146,225          |  | 1,055,426     
|Finished goods                    | 10,171,270         |  | 10,475,084    
|                                  | $ 19,119,251       |  | $ 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
September 30, | Six Months Ended
September 30,
|------------------------------------------------------- | -------------------------------- | ------------------------------
|                                                        | 2000                             | 1999                          
|Basic weighted average number of 
   shares outstanding | 5,555,021                        | 6,197,461                     
|Effect of dilutive stock options                        | 46,504                           | 32,483                        
|Dilutive shares outstanding                             | 5,601,525                        | 6,229,944                     

Unexercised stock options to purchase 595,379 and 723,343 shares of the Company's common stock as of September 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 7>



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
September 30, 2000 and 1999 are as follows:



|                             | Three Months Ended
September 30, | Six Months Ended
September 30,
|---------------------------- | -------------------------------- | ------------------------------
|                             | 2000                             |                               
|Net sales to customers:      |                                  |                               
|Fuller Brands                | $   15,335,557                   |                               
|Imaging                      | 11,022,091                       |                               
|                             |                                  |                               
|Total net sales to customers | $   26,357,648                   |                               
|                             |                                  |                               
|Operating income:            |                                  |                               
|Fuller Brands                | $     1,283,617                  |                               
|Imaging                      | 1,206,630                        |                               
|                             | 2,490,247                        |                               
|Corporate income (loss)      | 214,571                          |                               
|Interest expense, net        | (261,519                         | )                             
|                             |                                  |                               
|Consolidated pretax income   | $     2,443,299                  |                               

Sales between segments are not material.



6 -- SHAREHOLDERS' EQUITY

Stock Repurchase

For the six months ended September 30, 2000 and 1999, respectively, the Company repurchased 125,547 and 188,281 shares of its common stock at an average cost of $7.45 and $7.53 per share, for a total cost of approximately
$935,000 and $1,417,000 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 8>

Item 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL

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 $628,000, continue its stock buyback program with expenditures approximating $935,000,
continue property, plant and equipment purchases totaling approximately $834,000 and pay out dividends of approximately $790,000 during the first six months of fiscal 2001. At September 30, 2000 the Company had a cash balance of $4,716,704.

The Company maintains a line of credit with Bank of America with a borrowing capacity of $20,000,000. At September 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 at September 30, 2000.

CPAC Asia also has a line of credit with an international bank of 20,000,000 baht (approximately $510,000 based on the second quarter conversion rate in Thailand), with interest at prime plus 1% (Thailand prime was 8.25%) and
collateralized by a standby letter of credit (LOC) guaranteed by CPAC, Inc. At the end of its second quarter, CPAC Asia LTD. had approximately 19,964,000 baht (approximately $509,000 based on the second quarter conversion rate in Thailand) outstanding
against the line.

The Company's working capital ratios at September 30, 2000, March 31, 2000, and September 30,1999 were 3.63 to 1; 3.42 to 1; and 3.68 to 1. The working capital ratio improvement continued through the first six months
of fiscal 2001, due to small increases in cash, accounts receivable, and inventory, coupled with more rapid decreases in current liabilities. The ratio, as compared to September 30, 1999, is slightly lower, due to current liabilities decreasing slower.

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 September 30, 2000. It is expected that
additional financing may be necessary to allow the Company to pursue future acquisitions.

Asset Turnover Ratios



|                                  | September 30, 2000 | March 31, 2000 | September 30, 1999
|--------------------------------- | ------------------ | -------------- | ------------------
|(1)  Receivables-days outstanding | 52.2 days          | 54.3 days      | 56.5 days         
|(2)  Annual inventory turns       | 3.1 times          | 3.2 times      | 3.1 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 have remained fairly consistent with the comparable periods of fiscal 2000.

<PAGE 9>

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 September 30, 2000 decreased 5.8% over the quarter ended September 30, 1999, and decreased 2.2% for the six months ended September 30, 2000 over the six months ended September 30,
1999. Sales for the quarter in the Fuller Brands segment decreased 7% as compared with the quarter ended September 30, 1999, and decreased 5.1% for the six months ended September 30, 2000 over the comparable period last year. The decreases for
the quarter and six-month periods were largely due to continued 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 six-month period
also included lower Cleaning Technology Group sales, which were off 2% over the similar period last year. For the Imaging segment, overall sales in the second quarter decreased 4.2% as compared with the quarter ended September 30, 1999, but showed a
2% increase for the six months ended September 30, 2000 over the comparable period last year. Lower sales of domestic photo and medical imaging chemistry overshadowed strong foreign sales growth during the quarter, to contribute to a net decrease.
Foreign sales growth was mitigated somewhat due to foreign currency values declining against the U.S. dollar. The increase for the six-month period reflects the strong sales of the Company's Asian operation, and increased sales of equipment to the medical
imaging and photofinishing industries, which primarily took place in the first quarter.

Gross margins were 45.2% for this quarter versus 42.8% for the year ended March 31, 2000 and 42.5% for the same quarter last year. Gross margins in the Fuller Brands segment were 48.5%, 46.9%, and 45.9% for the quarter ended
September 30, 2000, the year ended March 31, 2000, and the quarter ended September 30, 1999, respectively. Improvement over previous periods reflect the manufacturing efficiencies achieved from cost reduction efforts begun in the third
quarter of fiscal 2000 into the beginning of fiscal 2001. Gross margins in the Imaging segment were 40.6% for the quarter ended September 30, 2000, as compared to 36.9% for the year ended March 31, 2000, and 37.7% for the same quarter last year.
The increase is partly a reflection of product mix sold and the continued strong performance of CPAC Asia.

Selling, administrative, and engineering costs this quarter were 34.3%, versus 33.4% for the year ended March 31, 2000, versus 33.5% for the same quarter last year. In the Fuller Brands segment, selling, administrative and
engineering costs for this quarter increased to 39.3% from 36.4% for the year ended March 31, 2000, and 36.3% for the same quarter last year. This increase is largely a result of relatively flat expenses on a lower sales volume during the second
quarter. It is expected that this percentage may remain higher than comparable 2000 periods, as efforts are made to stimulate sales growth in both the commercial and direct selling operations of Fuller Brands. In the Imaging segment, selling,
administrative, and engineering costs for the quarter were 29.3% versus 27.8% for the year ended March 31, 2000 and 27.7% for the same quarter last year. While these expenses are higher than comparable periods last year, they are down from the 29.9%
experienced in the first quarter of fiscal 2001. Although the percentages have fluctuated somewhat over the last twelve months, the Company will continue to control expenditures, based on expected sales levels.

<PAGE 10>

Net interest expense for the six months ended September 30, 2000 is higher than the comparable period last year, due to interest incurred on foreign borrowings in Asia.

The provision for income taxes as a percentage of pretax income for the quarter ended September 30, 2000 was 39.5% versus 36.3% for the year ended March 31, 2000, and versus 41.1% for the quarter ended September 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 and six months ended September 30,2000 increased 14.6% and 15.6%, respectively, over the comparable quarter and six months ended last year. The increase is largely attributable to the impact of
manufacturing efficiencies achieved in Fuller Brands and after-tax profitability of the Company's Asian operation.

Foreign Operations

Combined sales for the foreign operations rose approximately $590,000 in the second quarter of fiscal 2001 and $1,100,000 for the six months ended September 30, 2000, versus comparable periods last year. The increases
were largely the result of CPAC Asia sales. For the first six months of fiscal 2000, the Company's domestic photochemical manufacturer serviced the Company's Asian customers, until the Asian facility was completed. Starting in the third quarter of fiscal
2000, this business was shifted to the Bangkok, Thailand, facility, whereby it has expanded into new Asian markets. The remaining foreign operations in Belgium, Italy, and South Africa had net sales increases of approximately 11% for the second quarter
and six months ended September 30, 2000, versus comparable periods in fiscal 2000.

Pretax profits for the combined foreign operations approximated 23% of consolidated pretax income for the second quarter of fiscal 2001, and 19.5% for the six months ended September 30, 2000, up from 5.2% and 3.8% of the
comparable periods in fiscal 2000. Again, this was largely driven by profits from the Asian operation, as compared to start-up losses in the first quarter of fiscal 2000. Also strong earnings performance in the second quarter from the Company's Belgian
and Italian operations contributed to the overall foreign operation's profit increase.

The Company's foreign operations, however, incurred foreign currency pressures, as the deterioration in all local currencies (Belgian franc, Italian lira, South African rand, and the Thailand baht) became more pronounced. This
trend is expected to continue and will impact third quarter foreign results. The Company has from time to time used hedging programs (primarily forward foreign currency exchange contracts) to help minimize the impact of these fluctuations on results of
operations. At September 30, 2000 no forward 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.

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

<PAGE 11>

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 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," "if," "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.

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 12>

PART II



|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                                                                                                                                                                                                                                                      
|        | 1.  The Annual Meeting of the Shareholders of the Registrant was held on August 9, 2000. At such Annual Meeting, the following individuals were elected as Directors of the Registrant, to serve until the next Annual
Meeting of Shareholders and until their successors are duly elected and qualified:
|        |                                                                                                                                                                                                                                                                                                          
|        |                                                                                                                                                                                                                                                                                                          
|        | Thomas N. Hendrickson
    Robert C. Isaacs
    Robert Oppenheimer
    Seldon T. James, Jr.
    Thomas J. Weldgen
    Jerold L. Zimmerman, Ph.D.                                                                                                                                                          
|        | 2.  In addition, at such Annual Meeting, the Shareholders:
(a)  ratified the appointment of PricewaterhouseCoopers LLP by the Board of Directors, as independent auditors of the Registrant for the fiscal year ending March 31, 2001, with votes cast as follows:                                       
|        | For
4,805,295                                                                                                                                                                                                                                                                                            
|        | (b)  approved the grant of an option to a new director of the Company, Jerold L. Zimmerman, Ph.D., to purchase 15,000 shares of the Company's $.01 par value common stock with votes cast
as follows:                                                                                                    
|        | For
4,725,940                                                                                                                                                                                                                                                                                            
|        |                                                                                                                                                                                                                                                                                                          
|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.                                  

<PAGE 13>



| | (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                                                                                                              
| | (10)  Material contracts                                                                                         
| | 10.1                                                                                                             
| | 10.2                                                                                                             
| | 10.3                                                                                                             
| | 10.4                                                                                                             

<PAGE 14>



| | 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) 
        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
      None                                                            

<PAGE 15>





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  November 9, 2000 | By | /s/ Thomas N. Hendrickson
Thomas N. Hendrickson,
President, Chief Executive Officer, Treasurer
|                       |    |                                                                                               
|                       |    |                                                                                               
|Date  November 9, 2000 | By | /s/ Thomas J. Weldgen
Thomas J. Weldgen,
Vice President Finance and Chief Financial Officer   
|                       |    |                                                                                               
|                       |    |                                                                                               
|Date  November 9, 2000 | By | /s/ James W. Pembroke
James W. Pembroke,
Chief Accounting Officer                             

<PAGE 16>

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, September 24, 1999 and September 29, 2000                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

<PAGE 17>



|    | 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 | N/A
|--- | ------------------------------------------------------------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---
|    | 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                                                                                                                                                                                                        | N/A
|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                                                  | 19                                                                                                                                                                                                                                                                                                                                                                           
|99. | Additional exhibits                                                      | N/A                                                                                                                                                                                                                                                                                                                                                                          

<PAGE 18>