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

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
(Mark One)

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

For the Quarter Ended            September 30, 1996
                     -----------------------------------------------------------

                                       OR

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

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

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


                                    CPAC, INC.
--------------------------------------------------------------------------------
             (Exact name of Registrant as Specified in its Charter)


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


2364 Leicester Rd., Leicester, New York                     14481
----------------------------------------       ---------------------------------
(Address of Principal Executive Offices)                  (ZIP Code)


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

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

                           $.01 Par Value Common Stock
--------------------------------------------------------------------------------
                                (Title of Class)

The Registrant has filed all reports required to be filed by Section 13 or 15(d)
of the Securities Exchange Act of 1934 during the preceding 12 months and has
been subject to such filing requirements for the past 90 days.

      Yes [ X ]   No [    ]

As of September 30, 1996, there were outstanding 7,038,503 shares of the
Company's Common Stock, $.01 Par Value.  Options for 792,006 shares of the
Company's Common Stock are outstanding but have not yet been exercised.  Shares
to cover the options will not be issued until they are exercised.
                          CPAC, INC. AND SUBSIDIARIES
                           --------------------------

                                     INDEX
                                     -----


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

  Item 1.   Financial Statements

         CPAC, Inc. and Subsidiaries Consolidated
            Balance Sheets - September 30, 1996 (Unaudited),
            and March 31, 1996                                               3

         CPAC, Inc. and Subsidiaries Consolidated
            Statements of Operations - Six Months Ended
            September 30, 1996, and September 30, 1995 (Unaudited)           4

         CPAC, Inc. and Subsidiaries Consolidated
            Statements of Operations - Three Months Ended
            September 30, 1996, and September 30, 1995 (Unaudited)           5

         CPAC, Inc. and Subsidiaries Consolidated
            Statements of Cash Flows - Six Months Ended
            September 30, 1996, and September 30, 1995 (Unaudited)           6

         Notes to Consolidated Financial Statements                          7

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

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

  Item 1.   Legal Proceedings                                               11

  Item 2.   Changes in Securities                                           11

  Item 3.   Defaults Upon Senior Securities                                 11

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

  Item 5.   Other Information                                               11

  Item 6.   Exhibits and Reports on Form 8-K                                12

SIGNATURE PAGE                                                              13

EXHIBIT INDEX                                                               14
<TABLE>
                                                    CPAC, INC. AND SUBSIDIARIES
                                                    ---------------------------
                                                    CONSOLIDATED BALANCE SHEETS
                                                    ---------------------------
                                                               ASSETS
                                                               ------
<CAPTION>
                                                                               SEPTEMBER 30, 1996        MARCH 31, 1996
                                                                               ------------------        --------------
                                                                                  (Unaudited)                (Note)
<S>                                                                            <C>                     <C>
Current assets:
   Cash and cash equivalents                                                   $     13,231,724        $     13,667,286
   Accounts receivable (net of allowance for doubtful
     accounts of $693,000 and $611,000, respectively)                                13,486,559              12,699,485
   Inventory                                                                         16,236,562              16,246,212
   Prepaid expenses and other current assets                                          1,939,307               1,915,987
                                                                               ----------------        ----------------
        Total current assets                                                         44,894,152              44,528,970

Property, plant and equipment, net                                                   16,413,269              16,484,455
Goodwill and intangible assets (net of amortization of
   $1,448,909 and $1,366,534, respectively)                                           2,544,435               2,688,806
Other assets                                                                          2,136,843               2,470,237
                                                                               ----------------        ----------------

                                                                               $     65,988,699        $     66,172,468
                                                                               ================        ================
<CAPTION>
                                                LIABILITIES AND SHAREHOLDERS' EQUITY
                                                ------------------------------------
<S>                                                                            <C>                     <C>
Current liabilities:
   Current portion of long-term debt                                           $        236,498        $        307,481
   Accounts payable                                                                   4,100,861               5,780,618
   Accrued payroll and related expenses                                               1,701,705               1,701,431
   Accrued income taxes payable                                                         174,430
   Other accrued expenses and liabilities                                             3,550,139               3,446,773
                                                                               ----------------        ----------------
     Total current liabilities                                                        9,763,633              11,236,303

Long-term debt, net of current portion                                                7,702,271               8,038,409
Accrued deferred compensation                                                           531,894                 480,208
Accrued royalty                                                                       1,852,476               1,852,476
Other long-term liabilities                                                             517,790                 429,790
Minority interest in foreign subsidiary                                                  37,044                  33,358

Shareholders' equity:
   Common stock, par value $0.01 per share;
     Authorized 20,000,000 shares;
     Issued 7,114,462 shares and 7,419,962 shares,
        respectively                                                                     71,145                  74,077
   Additional paid-in capital                                                        25,939,253              28,497,059
   Retained earnings                                                                 20,262,793              16,182,642
Foreign currency translation adjustment                                                (235,537)               (197,791)
                                                                               ----------------        ----------------
                                                                                     46,037,654              44,555,987
Less:  Treasury stock, at cost, 75,959 shares                                          (454,063)               (454,063)
                                                                               ----------------        ----------------
   Total shareholders' equity                                                        45,583,591              44,101,924
                                                                               ----------------        ----------------

                                                                               $     65,988,699        $     66,172,468
                                                                               ================        ================
<FN>
           Note:  The balance sheet at March 31, 1996, has been taken from the audited financial statements of that date.
</TABLE>

<TABLE>
                                                    CPAC, INC. AND SUBSIDIARIES
                                                    ---------------------------
                                               CONSOLIDATED STATEMENTS OF OPERATIONS
                                               -------------------------------------
                                                      FOR THE SIX MONTHS ENDED
                                                      ------------------------
                                             SEPTEMBER 30, 1996, AND SEPTEMBER 30, 1995
                                             ------------------------------------------

                                                             UNAUDITED
                                                             ---------




<CAPTION>
                                                                              1996                        1995
                                                                              ----                        ----
<S>                                                                    <C>                          <C>
Net sales                                                              $      47,414,271            $     44,442,329
                                                                       -----------------            ----------------

Costs and expenses:
   Cost of sales                                                              24,640,673                  24,120,058
   Selling, administrative and
     engineering expenses                                                     15,466,677                  14,806,862
   Research and development expense                                              329,922                     311,275
   Minority interest in consolidated
     foreign subsidiary                                                            3,686                         651
   Interest expense, net                                                          47,162                     630,996
                                                                       -----------------            ----------------
                                                                              40,488,120                  39,869,842
                                                                       -----------------            ----------------

Income before income tax expense                                               6,926,151                   4,572,487

Provision for income tax expense                                               2,846,000                   1,842,000
                                                                       -----------------            ----------------

        Net income                                                     $       4,080,151            $      2,730,487
                                                                       =================            ================

Income per common share
   (Primary and Fully Diluted):

        Net income                                                     $            0.55            $           0.48
                                                                       =================            ================

Common shares outstanding - fully diluted                                      7,425,900                   5,620,860
                                                                       =================            ================




</TABLE>

<TABLE>
                                                    CPAC, INC. AND SUBSIDIARIES
                                                    ---------------------------
                                               CONSOLIDATED STATEMENTS OF OPERATIONS
                                               -------------------------------------
                                                     FOR THE THREE MONTHS ENDED
                                                     --------------------------
                                             SEPTEMBER 30, 1996, AND SEPTEMBER 30, 1995
                                             ------------------------------------------

                                                             UNAUDITED
                                                             ---------




<CAPTION>
                                                                              1996                        1995
                                                                              ----                        ----
<S>                                                                    <C>                          <C>
Net sales                                                              $      24,892,713            $     22,970,212
                                                                       -----------------            ----------------

Costs and expenses:
   Cost of sales                                                              12,974,568                  12,531,300
   Selling, administrative and
     engineering expenses                                                      7,879,479                   7,315,936
   Research and development expense                                              168,037                     152,479
   Minority interest in consolidated
     foreign subsidiary                                                            2,955                         860
   Interest expense, net                                                           5,288                     307,214
                                                                       -----------------            ----------------
                                                                              21,030,327                  20,307,789
                                                                       -----------------            ----------------

Income before income tax expense                                               3,862,386                   2,662,423

Provision for income tax expense                                               1,600,000                   1,074,000
                                                                       -----------------            ----------------

        Net income                                                     $       2,262,386            $      1,588,423
                                                                       =================            ================

Income per common share
   (Primary and Fully Diluted):

        Net income                                                     $            0.31            $           0.28
                                                                       =================            ================

Common shares outstanding - fully diluted                                      7,375,989                   5,670,635
                                                                       =================            ================




</TABLE>


<TABLE>
                                                    CPAC, INC. AND SUBSIDIARIES
                                                    ---------------------------
                                               CONSOLIDATED STATEMENTS OF CASH FLOWS
                                               -------------------------------------
                                                      FOR THE SIX MONTHS ENDED
                                                      ------------------------
                                             SEPTEMBER 30, 1996, AND SEPTEMBER 30, 1995
                                             ------------------------------------------

                                                             UNAUDITED
                                                             ---------

<CAPTION>
                                                                                        1996                   1995
                                                                                        ----                   ----
<S>                                                                               <C>                    <C>
Cash flows from operating activities:
   Net income                                                                     $    4,080,151         $    2,730,487
                                                                                  --------------         --------------
   Adjustments to reconcile net income to net
     cash provided by (used in) operating activities:
        Depreciation and amortization                                                  1,015,627                918,662
        Amortization of intangible assets                                                157,941                214,888
   Changes in assets and liabilities, net of effects of
     business acquisitions:
        Accounts receivable                                                             (792,318)              (110,130)
        Inventory                                                                          3,216               (415,529)
        Accounts payable                                                              (1,681,382)              (275,079)
        Accrued expenses & liabilities                                                   174,030              1,834,760
        Accrued deferred compensation                                                     51,475                 34,075
        Other changes, net                                                               560,624                604,294

                                                                                  --------------         --------------
          Total adjustments                                                             (510,787)             2,805,941
                                                                                  --------------         --------------
            Net cash provided by operating activities                                  3,569,364              5,536,428
                                                                                  --------------         --------------

Cash flows from investing activities:
   Purchase of property, plant, and equipment, net                                      (950,946)            (1,432,419)
                                                                                  --------------         --------------
        Net cash used in investing activities                                           (950,946)            (1,432,419)
                                                                                  --------------         --------------

Cash flows from financing activities:
   Common stock repurchase                                                            (2,688,400)
   Issuance of common stock, net                                                          54,562              3,402,288
   Repayment of long-term borrowings                                                    (420,142)            (5,082,086)
                                                                                  --------------         --------------
        Net cash used in financing activities                                         (3,053,980)            (1,679,798)
                                                                                  --------------         --------------

   Effect of exchange rate changes on cash                                                                          (16)
                                                                                  --------------         --------------

        Net increase (decrease) in cash
          and cash equivalents                                                          (435,562)             2,424,195

Cash and cash equivalents - beginning of period                                       13,667,286                 81,891
                                                                                  --------------         --------------
Cash and cash equivalents - end of period                                         $   13,231,724         $    2,506,086
                                                                                  ==============         ==============
</TABLE>




                          CPAC, INC. AND SUBSIDIARIES
                           --------------------------
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------
                                   UNAUDITED
                                    --------


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

    The consolidated balance sheets, the consolidated statements of operations
and the consolidated statements of cash flows for the six-month periods ended
September 30, 1996, and September 30, 1995, have been prepared by the Company
without audit.  In the opinion of management, all adjustments necessary to
present fairly the financial position, results of operations, and changes in
cash flows at September 30, 1996 (which include only normal recurring
adjustments), have been made.

    Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted.  It is suggested that these consolidated
financial statements be read in conjunction with the financial statements and
notes thereto included in the Company's March 31, 1996, annual report to
shareholders.  The results of operations for the six months ended September 30,
1996, are not necessarily indicative of the operating results for the full year.


2 - INVENTORY
    ---------

Inventory is summarized as follows:
                                            SEPTEMBER 30, 1996  MARCH 31, 1996
                                            ------------------  --------------

     Raw materials and purchased parts        $  6,864,918       $ 7,565,059
     Work-in-process                               993,037           750,069
     Finished goods                              8,174,973         7,678,170
     Promotional supplies                          203,634           252,914
                                               -----------        -----------
                                              $ 16,236,562       $16,246,212
                                               ===========        ===========


3 - SHARE REPURCHASE
   -----------------

    On August 27, 1996, the Company purchased 305,500 shares from a private
investor, at a negotiated price of $2,688,400.  These shares were canceled.


4 - LITIGATION
    ----------

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

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


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

    The Company's capital resources remained strong during the quarter ended
September 30, 1996, due to continued strong operating cash flows and remaining
funds available from the 1995 private placement.  These funds are invested in
short-term investments.

    The Company has negotiated a three year extension to October 31, 1999, on
its line of credit with a domestic bank, increasing the amount available for use
to $10 million.  The line was not accessed at September 30, 1996.  The agreement
contains a variety of covenants, including specific working capital and net
worth covenants, which are customary in such a credit facility.

    The Company also maintains a line of credit facility with a major Belgian
bank, which was not accessed at September 30, 1996.  The amount available is
34.3 million Belgian francs (approximately $1,106,000 based on the September
conversion rate for the Belgian franc).

    During the quarter ended September 30, 1996, the Company used a portion of
its available working capital to purchase 305,500 shares of its $.01 par value
common stock from a private investor for $2,688,400.  The Company does not
anticipate any additional share buyback transactions for the remainder of the
year.

    The working capital ratios at September 30, 1996, March 31, 1996, and
September 30, 1995, were, 4.6 to 1, 4.0 to 1, and 2.7 to 1, respectively.  The
increase in the working capital at September 30, 1996, as compared to March 31,
1996, is primarily the result of increased operating cash flows, which have
enabled the Company to continue to maintain its short-term investments.  The
increase as compared to September 30, 1995, reflects the reduction in debt and
cash invested as a result of the private placement.

    Management believes that the remaining private placement funds, coupled with
existing available lines of credit, and cash flows from operations should be
adequate to meet normal working capital needs, based on operations as of
September 30, 1996, as well as allow the Company to pursue future acquisitions.

ASSET TURNOVER RATIOS
---------------------
                        SEPTEMBER 30, 1996  MARCH 31, 1996   SEPTEMBER 30, 1995
                         ------------------  --------------  ------------------
  (1) Receivables-days
         outstanding         52.2 days         55.3 days         56.0 days

  (2) Annual inventory
         turns               3.0 times         3.3 times         3.7 times

    At September 30, 1996, the improvement in days outstanding continues to
reflect the impact of Stanley's cash sales business, as well as the inclusion of
The Fuller Brush Company receivables which generally have short payment terms.
The Imaging segment continues to average 90 days due to extended payment terms
for its dealers and foreign operations.

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

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

    The Company operates in two industry segments:  the Imaging segment which
includes the manufacture and sale of prepackaged chemical formulations,
supplies, and equipment systems to the imaging industry, and the Cleaning and
Personal Care Products segment which includes specialty chemical cleaning
products and related accessories (brushes, brooms, mops) for industrial and
consumer use, as well as personal products such as soaps, shampoos, and skin
care.  The products of each segment are manufactured and marketed both in the
U.S. and in other parts of the world.  Sales between segments are not material.

    Sales for the quarter ended September 30, 1996, increased 8.4% over the
quarter ended September 30, 1995, and increased 6.7% for the six months ended
September 30, 1996, versus September 30, 1995.  For the Imaging segment, overall
sales for the quarter ended September 30, 1996, increased 4.8% over the quarter
ended September 30, 1995, and increased 5.4% for the six months ended September
30, 1996, versus September 30, 1995.  The increase for the quarter and year to
date in the Imaging segment is primarily the result of increased sales from the
Company's foreign subsidiaries.  Sales for the quarter in the Cleaning and
Personal Care Products segment have increased 12.2% compared with the quarter
ended September 30, 1995, and 8% for the six months ended September 30, 1996,
versus September 30, 1995.  The increase for the quarter and six months year to
date is a result of an increase in Fuller consumer contract sales business.

    Net income for the quarter ended September 30, 1996, increased 42% over the
quarter ended September 30, 1995, and increased 49% for the six months ended
September 30, 1996, versus September 30, 1995, due to improved operating results
from both segments.

    Gross margins have increased to 47.9% for this quarter versus 46% for the
year ended March 31, 1996, and 45.4% for the same quarter last year.  Increased
volume through-put in the Cleaning and Personal Care segment's manufacturing
facility has helped to lower fixed manufacturing costs and increase margins.
Gross margins in the Imaging segment have increased to 41.5% from 40% at
March 31, 1996, and the quarter ended September 30, 1995, due to operating
efficiencies achieved from equipment modernization investments.  These
improvements will allow us to pursue higher volume, price competitive contract
manufacturing opportunities at Fuller Brush and in Imaging.  Thus, we do not
expect margin improvements to continue as these will be offset by lower margin
contracts.

    Selling, administrative, and engineering costs this quarter were 31.7% of
sales compared with 33.6% at March 31, 1996, and 31.9% in the same quarter of
last year.  The decrease from year end reflects lower expenses related to the
Imaging segment.

    Net interest expense for the current quarter has decreased versus the
quarter ended September 30, 1995, primarily due to decreased borrowings, as a
result of the debt paydown from the private placement funds that took place in
the third quarter of fiscal 1996, supplemented with interest earned on the
invested funds.

    The provision for income taxes as a percentage of consolidated pre-tax
earnings for the quarter ended September 30, 1996, was 41.4% versus 40.3% for
the quarter ended September 30, 1995, and 41.1% versus 40.3% for the six months
ended September 30, 1996.  The rate increase is partially due to increased state
taxes, as well as taxes on foreign earnings, whose statutory tax rates are
higher than U.S. domestic tax rates.

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

    Combined foreign operations showed improved operating results as both CPAC
Europe and CPAC Italia's net income for the quarter and six months ended
September 30, 1996, were substantially higher than the quarter and six months
ended September 30, 1995.  While the economies of Italy and Belgium have been
suffering from serious general economic slowdowns, sales volumes and market
share of CPAC subsidiaries in these countries have continued to improve.

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


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

    As previously disclosed, in connection with the Fuller Brush acquisition,
certain environmental contamination issues were discovered at the Great Bend,
Kansas facility during the due diligence process.  As a result of findings
generated by environmental assessments of the facility, the Seller and the
Department of Health and Environment of the State of Kansas entered into a
Consent Order pursuant to which the Seller developed and submitted for the
Department's approval, a comprehensive work plan for remediation of the
environmental problems at the site.  The Consent Order does not apply, by its
terms, to The Fuller Brush Company, Inc. as the new purchaser of the assets of
the Seller as long as the Seller is performing its obligations under the Consent
Order.  Estimates of the costs of the remediation as set forth in the work plan
submitted by the Seller range from $150,000 to $200,000.  The work plan has been
approved by the Department without significant changes, and the Seller continues
the remediation specified in the work plan.


PRIVATE PLACEMENT SHARE TRANSACTIONS
------------------------------------

    During the first quarter, the Company filed a Registration Statement on Form
S-3 to register 1,875,000 shares of stock in connection with private placements
completed in December of 1995, and also filed a Registration Statement on Form
S-2 to register 142,190 shares of stock to be issued under non-qualified stock
options previously granted to several individuals in connection with financial
services provided to the Company.  On July 29, the Securities & Exchange
Commission informed the Company that both Registrations were effective.  The
shares of stock covered by the respective Registrations are now allowed to trade
in open market transactions in the NASDAQ stock market.

    Subsequent to the Registrations becoming effective, the Company was advised
that CPAC Investors, L.L.C., its major shareholder, negotiated the placement of
its entire holdings of 1,250,000 shares of CPAC, Inc. common stock to a number
of institutional and private shareholders.  The transaction closed on August 29,
1996.

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

Item 1. Legal Proceedings
        -----------------
        None



Item 2. Changes in Securities
        --------------------
        None


Item 3. Defaults Upon Senior Securities
        ------------------------------
        None


Item 4. Submission of Matters to a Vote of Security Holders
        ---------------------------------------------------
     1. The Annual Meeting of the Shareholders of the Registrant was held on
        August 7, 1996.  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:
                                                        Number of Votes:
                                                        ----------------
                                                      For            Withheld
                                                       --            --------
        Thomas N. Hendrickson                      6,211,821          122,833
        Robert C. Isaacs                           6,211,658          122,996
        Robert Oppenheimer                         4,648,994        1,685,660
        Seldon T. James, Jr.                       4,648,667        1,685,987
        John C. Burton                             4,649,321        1,685,333

     2. In addition, at such Annual Meeting, the Shareholders:
        (a)  ratified the appointment of Coopers & Lybrand L.L.P. by the Board
             of Directors, as independent auditors of the Registrant for the
             fiscal year ending March 31, 1997, with votes cast as follows:

                      For             Against           Abstain
                       --              ------            ------
                   6,325,602           8,357              695

        (b)  approved an amendment to the Registrant's Certificate of
             Incorporation to increase the number of authorized $.01 par value
             common shares from 10,000,000 to 20,000,000 authorized $.01 par
             value common shares as follows:
                      For             Against           Abstain
                       --              ------            ------
                   4,624,348         1,665,795           10,761

        (c)  approved the increase in the aggregate number of shares of the
             Company's $.01 par value common stock reserved for issuance under
             the Company's Executive Long-Term Stock Investment Plan from
             350,000 shares to 950,000 shares as follows:
                      For             Against           Abstain
                       --              ------            ------
                   3,107,731         2,396,836           15,856

        (d)  approved the adoption by the Board of Directors of the 1996 Non-
             Employee Directors Plan as follows:
                      For             Against           Abstain
                       --              ------            ------
                   3,323,467         2,212,369           56,782


Item 5. Other Information
        -----------------
        None

Item 6. Exhibits and Reports on Form 8-K
        --------------------------------
     a. Exhibits
      The following Exhibits, as applicable, are attached to this Quarterly
      Report (Form 10-Q).  The Exhibit Index is found on the page immediately
      succeeding the signature page and the Exhibits follow on the pages
      immediately succeeding the Exhibit Index.

        (2)  Plan of acquisition, reorganization, arrangement, liquidation, or
             succession
             Not applicable

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

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

        (4)  Instruments defining the rights of security holders, including
             indentures
             4.1  Loan Agreement dated February 9, 1994, and Letter of
                  Commitment dated December 16, 1993, incorporated by reference
                  to Form 10-K filed for period ended March 31, 1994, as
                  amended by Exhibits 99.1 to 99.3 filed as Exhibits to the
                  Form 10-Q for the quarter ended December 31, 1994, and
                  further amended by Letter of extension and increase dated
                  October 29, 1996, filed as Exhibit 99.1 to this Form 10-Q for
                  the quarter ended September 30, 1996

        (10) Material contracts
             Not applicable

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

        (15) Letter re unaudited interim financial information
             Not applicable

        (18) Letter re change in accounting principles
             Not applicable

        (19) Report furnished to security holders
             Not applicable

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

        (23) Consents of experts and counsel
             Not applicable

        (24) Power of attorney
             Not applicable

        (27) Financial data schedule

        (99) Additional exhibits
             99.1 Letter of terms and conditions for the extension and increase
                  of Revolving Credit Loan

     b. Reports Filed on 8-K
        None


                                   SIGNATURES
                                   ----------

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

                                                          CPAC, INC.


Date        November 5, 1996                By  /s/ Thomas N. Hendrickson
     ----------------------------               ------------------------------
                                                Thomas N. Hendrickson,
                                                President,
                                                Chief Executive Officer,
                                                Treasurer


Date        November 5, 1996                By  /s/ Thomas J. Weldgen
     ----------------------------               ------------------------------
                                                Thomas J. Weldgen
                                                Chief Financial Officer


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

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


  3.     Articles of incorporation, By-Laws

         3.1  Certificate of Incorporation, as amended September 11,
              1996                                                          15

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

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

         4.1 Loan Agreement dated February 9, 1994, and Letter of
             Commitment dated December 16, 1993, incorporated by
             reference to Form 10-K filed for period ended March 31,
             1994, as amended by Exhibits 99.1 to 99.3 filed as
             Exhibits to the Form 10-Q for the quarter ended
             December 31, 1994, and further amended by Letter of
             extension and increase dated October 29, 1996, filed as
             Exhibit 99.1 to this Form 10-Q for the quarter ended
             September 30, 1996                                            N/A

 10.   Material contracts                                                  N/A

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

 15.   Letter re unaudited interim financial information                   N/A

 18.   Letter re change in accounting principles                           N/A

 19.   Report furnished to security holders                                N/A

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

 23.   Consents of experts and counsel                                     N/A

 24.   Power of attorney                                                   N/A

 27.   Financial data schedule                                              17

 99.   Additional Exhibits

         99.1 Letter of terms and conditions for the extension and
              increase of Revolving Credit Loan                             18