SECURITIES AND EXCHANGE COMMISSION
                WASHINGTON, D.C. 20549
                             
                        FORM 10-K/A
                             
                      Amendment No. 1
                              _________________
     (Mark One)
     
     [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
     THE
            SECURITIES EXCHANGE ACT OF 1934 
     
     For the fiscal year ended December 31, 1996
                           OR
     
     [  ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
     OF THE
            SECURITIES EXCHANGE ACT OF 1934
         For the transition period from ____ to ____. 
     
                                  Commission file number 1-3315
     
               PUBLICKER INDUSTRIES INC.
     (Exact name of registrant as specified in its charter)
     
                                                             
     Pennsylvania                                           
     23-0991870
                                  (State or other jurisdiction of
     incorporation or organization)         (I.R.S. Employer Identification No.)
     
     1445 East Putnam Avenue, Old Greenwich, Connecticut 06870
                                             (Address of principal
     executive offices)                          (Zip code)
             
     Registrant's telephone number, including area code: (203) 637-4500
     
     Securities Registered Pursuant to Section 12(b) of the Act:Title of 
     each class  
     Name of each exchange on which registered         
     Common Stock ($.10 par value)      See Item 5  
     Rights to Purchase Class A Preferred Stock, First Series            
     
     Securities Registered Pursuant To Section 12(g) of the Act: None
                              
     Indicate by check mark whether the registrant (1) 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 (or for
     such shorter period that the registrant was required to file such
     reports), and (2) has been subject to such filing requirements for
     the past 90 days.
     Yes   X    No      .
     
     Indicate by check mark if disclosure of delinquent filers pursuant
     to Item 405 of Regulation S-K is not contained herein, and will
     not be contained, to the best of registrant's knowledge, in
     definitive proxy or information statements incorporated by 
     reference in Part III of this Form 10-K or any amendment to this Form
     10-K.   X  
     
     As of January 31, 1997, the aggregate market value of the voting
     common stock held by non-affiliates of the registrant was
     $21,407,986.
     
     Number of shares of Common Stock outstanding as of January 31,
     1997: 15,380,585
     
       Documents Incorporated By Reference: None
     
                            
                         PART III
                              
     Items 10,11, 12 and 13 are hereby amended in their entirety as
     follows:
     
     ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE
     REGISTRANT
     
                                  The Company currently has six
     directors, all of whom were elected at the Annual Meeting of
     Shareholders held on August 21, 1996.  All directors serve until the
     next election of directors or until their successors are chosen and
     have qualified.
     
                                  Set forth below as to each
     director nominated for reelection as a director of the Company is
     information regarding age (as of March 31, 1997), position with the
     Company, principal occupation, business experience, period of
     service as a director of the Company and directorships currently
     held. 
     
                                  HARRY I. FREUND: Age 57;
     Director of the Company since April 12, 1985.  Chairman of the Board
     since December 1985.  Since 1975, Mr. Freund has been Chairman of
     Balfour Investors Inc. (formerly known as Balfour Securities
     Corporation), a merchant banking firm that had previously been
     engaged in a general brokerage business.  Mr. Freund is also Vice
     Chairman of the Board of Directors of Glasstech, Inc and Vice Chairman
     of the Board of Directors of Equitable Bag Co., Inc. 
     
                                  JAY S. GOLDSMITH: Age 53;
     Director of the Company since April 12, 1985.  Vice Chairman of the
     Board since December 1985.  Since 1975, Mr. Goldsmith has been
     President of Balfour Investors Inc.  Mr. Goldsmith is also Chairman
     of the Board of Directors of Glasstech, Inc and Chairman of the Board
     of Directors of Equitable Bag Co., Inc.
     
                                  DAVID L. HERMAN: Age 83;
     Director of the Company since April 12, 1985.  Mr. Herman was
     President and Chief Executive Officer of the Company from March 31,
     1986 until March 8, 1995.  Prior to 1986, Mr. Herman was an
     independent consultant advising clients on the reorganization of
     businesses and potential acquisitions.  Prior thereto, Mr. Herman
     was the sole owner of Darman Tool and Manufacturing Company, a
     private company engaged in the manufacture of appliances and
     photocopying machines.  Mr. Herman is a director of Equitable Bag Co.,
     Inc.
     
                                  CLIFFORD B. COHN: Age 45;
     Director of the Company since July 31, 1980.  Vice President of
     Government Affairs of the Company from April 1, 1982 to November 20,
     1984.  Since 1977,  Mr. Cohn has been engaged in the private
     practice of law in Philadelphia, Pennsylvania.  Mr. Cohn is a
     director of Glasstech, Inc. 
     
                                  L. G. SCHAFRAN: Age 58; Director
     of the Company since December 3, 1986.  Mr. Schafran is the Managing
     General Partner of L. G. Schafran & Associates, a real estate
     investment and advisory firm established in October 1984.  For more
     than five years prior thereto, Mr. Schafran was a senior officer in
     The Palmieri Company, specializing in the acquisition, management
     and disposition of distressed properties.  Mr. Schafran is a
     director of Glasstech, Inc., Capsure Holdings Corp.,
     Dart Group Corp. and its two publicly traded affiliates: Trak Auto
     Corp. and Crown Books Corp.  Mr. Schafran is also a trustee of
     National Income Realty Trust, Chairman of the Board of Delta-Omega
     Technologies, Inc. and Chairman of the Executive Committee of Dart
     Group Corp. 
     
     JAMES J. WEIS: Age 48; President, Chief Executive Officer and Director 
     of the Company since March 8, 1995.  Mr. Weis joined the Company in 
     September 1984 as Assistant to the President and was elected Vice 
     President in November 1984, Chief Financial Officer and Secretary in 
     April 1986, Executive Vice President - Finance in August 1989 and 
     President, Chief Executive Officer and Director in March 1995.
     
                                  The information with respect to
     the executive officers of the Company required by this item is set
     forth in Item 1A of this Form 10-K.
     
     
     
     
     
     
     
     ITEM  11.  EXECUTIVE COMPENSATION
     
                                  The following tables set forth
     information concerning the cash compensation, stock options and
     retirement benefits provided to the Company's executive officers. 
     The notes to these tables provide more specific information
     concerning compensation.  The Company's compensation policies are
     discussed in the Compensation Committee Report on Executive
     Compensation.
     
              Summary Compensation Table
                  Annual Compensation            Long-Term Compensation   
                                                 Awards        Payouts    
                                                         Other      Restricted
                                                         Annual        Stock
Name and Principal Position Year   Salary   Bonus(1)   Compensation    Awards 
James J. Weis               1996  $325,000  $200,000      $ -         $  -     
President, Chief Executive  1995   315,737   130,000        -            -
Officer and Director        1994   233,750   100,000        -            -

                              Options/                            All Other   
                             SAR's (#)(2)     LTIP Payouts      Compensation
                             100,000          $     -            $9,698  (3)
                             100,000                -             9,641  (3)
                              60,000                -             8,728  (3)


                                                          Other    Restricted 
                                                          Annual      Stock
Antonio L. DeLise (5)        Year  Salary     Bonus(1) Compensation   Awards    
Vice President, Chief                          
Financial Officer and        1996   149,561    85,000        -           -
Secretary                    1995    98,438    40,000        -           -

                               Options/                             All Other
                              SAR's (#)(2)    LTIP Payouts        Compensation
                               50,000               -               8,148 (4)
                               25,000               -               2,100 (4)
     
     
     
     
(1)Reflects bonus earned during the fiscal year.  In some instances all
   or a portion of the bonus was paid during the next fiscal year.
(2)Options to acquire shares of Common Stock.
(3)Consists of $4,750, $4,620 and  $4,620 in contributions to the
   Company's 401(k) plan for 1996,  1995 and 1994,  respectively,  and
   $4,948 $5,021 and $4,108 for term life and disability insurance
   premiums paid on behalf of Mr. Weis for 1996, 1995 and 1994,
   respectively.
(4)Consists of $4,750 in contributions to the Company's 401(k) plan for
   1996 and $3,398 and $2,100 for term life and disability insurance
   payments paid on behalf of Mr. DeLise for 1996 and 1995, respectively.
(5)Mr. DeLise joined the Company in April 1995.
        
     
     
                      Stock Options Granted During 1996
                            
                                                           Potential
                              Realizable Value
                 Individual Grants     
                                                  Potential Realizable Value
                   % of Options                    at Assumed Annual Rates of
           Options  Granted to all Exercise Price  Stock Price Appreciation
Name    Granted(3) Employees Per Share Expiration  For Five Year Option Term (1)
                                                      Date    5%          10%
James J. Weis        100,000     54.1%   $1.5625   8/21/01  $43,169     $95,392
     
Antonio L. DeLise     50,000     27.0%    1.5625   8/21/01   21,584     47,696
                             
All Shareholders(2)      N/A      N/A        N/A       N/A 6,630,578 14,651,844
     
Named officers' gain as % N/A     N/A        N/A       N/A      .98%      .98%
of all shareholders' gain                 
                                                                          
     
     (1)     The potential gain is calculated from the closing price of
                  Common Stock of $1.5625 per share on August 21, 1996, the date
                  of grant to executive officers.  These amounts represent
                  certain assumed rates of appreciation only.  Actual gains, if
                  any, on stock option exercises and Common Stock holdings are
                  dependent on the future performance of the Common Stock and
                  overall market conditions.  There can be no assurance that the
                  amounts reflected in this table will be achieved.
     (2)     Based on the number of shares outstanding at December 31, 1996.  
     (3)     Options granted under the Company's 1993 Long-Term Incentive Plan
                  expire five years from the date of grant.
     
      
                 Aggregated Stock Options Exercised in 1996
                   and December 31, 1996 Option Values
             Exercised in 1996          Unexercised at December 31, 1996 
       Shares     Value   Number of Options Value ofIn-the-Money Options (1)
    Acquired  Realized Exercisable Unexercisable   Exercisable    Unexercisable
Name of Executive     
James J. Weis 60,000  $ 86,250   320,000    -       $  -             $    -
    
Antonio L. DeLise  -         -    75,000    -          -                  -
     
        
     
     
(1)These values are based on the December 31, 1996 closing price for the 
Company's stock on the OTC Bulletin Board of $1.4375 per share.
     
     
     
                 Retirement Income Plan
     
          Effective December 31, 1993, benefits under the Publicker
     Retirement Plan (the "Plan") were frozen.  Accordingly, Plan
     participants will accumulate no additional credited service, and
     earnings subsequent to December 31, 1993 will no longer have an
     impact on accumulated benefits.  The annual benefits payable upon
     retirement for Mr. Weis is $23,831.  The foregoing amount is based
     on a straight life annuity.  Retirement benefits are payable at age
     65 to married employees in the form of a 50% joint and survivor
     annuity with their spouses, at a reduced amount, unless they elect
     to receive a straight life annuity.  Single employees receive a
     straight life annuity.  The foregoing benefit amount is not subject
     to any deduction for Federal Insurance Contributions Act or other
     offset amounts.
     
                   Stock Option Plans
     
          Under the 1991 Stock Option Plan for directors, officers and key
     employees adopted by shareholders of the Company in 1992, the
     Company has been authorized to grant nonqualified stock options to
     purchase up to 750,000 shares of Common Stock. Under the 1993
     Long-Term Incentive Plan and the Non-employee Director Stock Option
     Plan adopted by shareholders of the Company in 1994, the Company may
     grant stock options, restricted stock options, stock appreciation
     rights, performance awards and other stock-based awards equivalent
     to up to 3,550,000 shares of Common Stock. To date, the Company has
     granted only stock options pursuant to such plans.
     
          The plans are administered by the Board of Directors of the
     Company.  Subject to the express provisions of the plans, the Board
     of Directors has full and final authority to determine the terms of
     all options granted under the plans including (a) the purchase price
     of the shares covered by each option, (b) whether any payment will
     be required upon grant of the option, (c) the individuals to whom,
     and the time at which, options shall be granted, (d) the number of
     shares to be subject to each option, (e) when an option can be
     exercised and whether in whole or in installments, (f) whether the
     exercisability of the options is subject to risk of forfeiture or
     other condition and (g) whether the stock issued upon exercise of an
     option is subject to repurchase by the Company, and the terms of
     such repurchase. 
     
           Under the 1991 Stock Option Plan, the term of options shall be
     for such period as the Board of Directors shall determine, but shall
     not in any event exceed 12 years from the date of the option's
     grant.  Under the 1993 Long-Term Incentive Plan, the term of options
     granted shall be prescribed by the Board of Directors, provided,
     however, that no stock option may be exercised after five years from
     the date it is granted. Under the Non-employee Director Stock Option
     Plan, on July 1 of each year commencing with July 1, 1994, the
     Chairman of the Board and Vice Chairman of the Board shall each
     automatically receive an option to purchase for five years 125,000
     shares of common stock and each other non-employee director shall
     automatically receive an option to purchase for five years 30,000
     shares of common stock.
     
          During the year ended December 31, 1996, no stock options were
     granted to  any executive officers of the Company other than options
     granted under the 1993 Long-Term Incentive Plan.  During such year,
     the Company granted 100,000 options to Mr. Weis and 50,000 options
     to Mr. DeLise.  During 1996, the following directors and  officers
     exercised options: Mr. Freund -- 125,000; Mr. Goldsmith -- 125,000;
     Mr. Weis -- 60,000; Mr. Cohn -- 30,000; and Mr. Schafran -- 30,000.
     
      Employment and Change in Control Agreements
     
          In August 1987, the Company entered into change in control
     agreements with each of Messrs. Freund, Goldsmith, Herman and Weis,
     which agreements provide for payments to them under certain
     circumstances following a change in control of the Company.  These
     agreements were not adopted in response to any specific acquisition
     of shares of the Company or any other event threatening to bring
     about a change in control of the Company.  For purposes of the
     agreements, a change in control is defined as any of the following:
     (i) the Company ceasing to be a publicly owned corporation having at
     least 2,000 shareholders, (ii) any person or group acquiring in
     excess of 30% of the voting power of the Company's securities, (iii)
     Continuing Directors (as defined below) ceasing for any reason to
     constitute at least a majority of the Board of Directors, (iv) the
     Company merging or consolidating with any entity, unless approved by
     a majority of the Continuing Directors or (v) the sale or transfer
     of a substantial portion of the Company's assets to another entity,
     unless approved by a majority of the Continuing Directors.   For
     purposes of the agreements, "Continuing Director" means Messrs.
     Freund, Goldsmith, Herman, Cohn, Schafran and Weis, and any other
     director designated as such prior to his election as a director by
     a majority of the then remaining Continuing Directors. 
     
          In the event the Company discontinues the services (as defined
     below) of one of the above-named individuals as a director or
     officer, as the case may be, following a change in control, the
     individual will be entitled to receive in a lump sum within 10 days
     of the date of discontinuance, a payment equal to 2.99 times the
     individual's average annual compensation for the shorter of (i) the
     five years preceding the change in control, or (ii) the period the
     individual received compensation from the Company for personal
     services.  Assuming a change in control of the Company and the
     discontinuance of an individual's services were to occur at the
     present time, payments in the following amounts (assuming there are
     no excess parachute payments, as defined below) would be made
     pursuant to the change in control agreements: Mr. Freund --
     $891,207; Mr. Goldsmith -- $891,207; Mr. Herman -- $560,593 and Mr.
     Weis -- $1,278,402.  In the event any such payment, either alone or
     together with others made in connection with the individual's
     discontinuance, is considered to be an "excess parachute payment"
     (as defined in the Internal Revenue Code of 1986, as amended (the
     "Code")), the individual is entitled to receive an additional
     payment in an amount which, when added to the initial payment,
     results in a net benefit to the individual (after giving effect to
     excise taxes imposed by Section 4999 of the Code and income taxes on
     such additional payment) equal to the initial payment before such
     additional payment.  The Company shall be deemed to have discontinued 
     an individual's services if any of the following occurs: (i) he
     is terminated as an employee of the Company for any reason other
     than conviction of a felony or any act of fraud or embezzlement, his
     disability for six consecutive months or his death, (ii) failure to
     elect and maintain him in the office which he now occupies, (iii)
     failure of the Board of Directors to include him in the slate of
     directors recommended to stockholders, (iv) a reduction in his
     salary or fringe benefits, (v) a change in his place of employment
     or excessive travel or (vi) other substantial, material and adverse
     changes in conditions under which the individual's services are to
     be rendered.  Since the change in control agreements would require
     large cash payments to be made by any person or group effecting a
     change in control of the Company absent the assent of a majority of
     the Continuing Directors, these agreements may discourage hostile
     takeover attempts of the Company. 
     
          The change in control agreements would have expired on December
     1, 1996 but have been and will continue to be automatically extended
     for a period of one year on each December 1, unless terminated by
     either party prior to any such December 1.  In the event a change in
     control occurs during the term of any of the agreements, including
     any extension thereof, the term of such agreements shall automatically 
     be extended to three years from the date of such change in control. 
     
          The Company has entered into an agreement with Mr. Weis which
     provides that, in the event his employment is terminated without
     cause or is considered terminated by reason of a change in Mr. Weis'
     duties which would require him to relocate his principal residence,
     he will receive a continuation of salary payments and all other
     employee benefits then provided him until the earlier of one year
     from the date of notice of termination or the date upon which he
     begins full-time employment with a new employer.  
     
          Notwithstanding anything to the contrary set forth in any of the
     Company's previous filings under the Securities Act of 1933, as
     amended, or the Securities Exchange Act of 1934, as amended, that
     might incorporate future filings, including this Form 10-K  in whole
     or in part, the following report and the Performance Graph shall not
     be incorporated by reference into any such filing. 
     
     COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
     
          The Compensation Committee of the Board of Directors, consisting
     entirely of outside directors, approves all of the policies under
     which compensation is paid or awarded to the Company's executive
     officers.  The present members of the Compensation Committee are Jay
     S. Goldsmith, Clifford B. Cohn and L. G. Schafran.  The Company's
     compensation program for executive officers currently consists of
     salary and bonuses and periodic grants of qualified and nonqualified
     stock options.  The elements of this program have different
     purposes.  Salary and bonus payments are primarily designed to
     reward current and past performance, while stock option grants are
     designed to provide strong incentives for long-term future performance, 
     and are generally  forfeited should the executive officer leave the 
     Company before retirement.  All stock option grants are
     made under the Company's stock option plans which have been approved
     by the Company's shareholders.  The granting of stock options is
     directly linked to the shareholders' interests since the value of
     the grants will increase or decrease based upon the future price of
     the Company's stock. 
     
          In determining the executive compensation to be paid or granted
     during 1996, the Committee considered several factors.  These
     included the assessment of the future objectives and challenges
     facing the Company as well as the subsidiary dispositions which were
     consummated in 1996.  In view of the Company's efforts to achieve
     profitability, the Committee's actions have been guided less on
     quantitative measures of operating results than on other goal-directed 
     endeavors such as the Company's acquisitions and dispositions, 
     elimination and rationalization of underperforming operations
     and the efforts of the executive personnel to bring about improvements
     in the operations and profitability of the Company's subsidiaries.  The 
     Committee's decisions concerning the compensation of
     individual executive officers during 1996 were made in the context
     of historical practices and the current competitive environment
     together with the need to attract and retain highly qualified
     executives who will be best able to achieve the successes needed by
     the Company.  The Committee also considered the fact that the
     Company has had only two executive officers and the effect this has
     on their workload and diversity of responsibilities. 
     
     BASES FOR CHIEF EXECUTIVE OFFICER COMPENSATION
     
          In 1996, Mr. Weis received total cash payments of $525,000 in
     salary and bonus (as shown in the Summary Compensation Table above). 
     In addition, options to purchase 100,000 shares of Common Stock were
     granted to Mr. Weis during 1996 under the Company's 1993 Long-Term
     Incentive Plan.  The Compensation Committee considered the 1996
     compensation appropriate in light of his performance with respect to
     implementing strategic initiatives for the Company.  The Committee
     noted Mr. Weis' considerable efforts to revitalize the Company, his
     direct involvement in the significant transactions of the Company
     during 1996 and his knowledge and historical perspective of the
     Company's problems and issues. 
     
          This report is submitted by the members of the Compensation
     Committee of the Board of Directors. 
     
                                   Compensation Committee
                                   Jay S. Goldsmith
                                   Clifford B. Cohn
                                   L. G. Schafran
     
          <PAGE>
FIVE YEAR PERFORMANCE GRAPH: 1991 - 1996
     
          The annual changes for the five year period from 1991 through
     1996 are based on the assumption that $100 had been invested in
     Publicker common stock and each index on December 31, 1991 (as
     required by SEC rules), and that all quarterly dividends were
     reinvested at the average of the closing stock prices at the
     beginning and end of the quarters.  The total cumulative dollar
     returns shown in the graphs represent the value that such investments 
     would have had on December 31, 1996.
     
                 1991 1992 1993 1994 1995 1996
     Publicker    100  107  147  253  253  153
     Peer Group   100  134  142  106  106  115
     Composite    100  104  119  118  153  185
     *Based on Media General Composite Group
     **Based on Media General Multi-industry Group of 13 companies with
     market
     capitalization of under $100 million.
     
     
     
          The peer group index is based on all companies contained in the
     Multi-industry Group of Media General Financial Services with a
     market capitalization of under $100 million as of December 31, 1996. 
     The returns of each component issuer of the peer group have been
     weighted according to the respective issuer's stock market 
     capitalization at the beginning of each period for which a return is
     indicated.  This group was selected since the diversity of the
     Company's operations does not place it within any more specific
     industry group.  In addition, the market capitalization criteria was
     applied to eliminate from comparison those multi-industry companies
     that are extremely large.  The resulting peer group consists of the
     following thirteen companies for 1996: American Pacific Corp., ARC
     International Corp., Autocam Corp., Intelect Communications System
     Ltd., Met-Pro Corporation, Pacific Dunlop Ltd. ADR, Prime Equities
     International, Quixote Corp., SL Industries Inc., Somerset Group
     Inc., TCC Industries, Inc., Triton Group Ltd. and Tyler Corp.  There
     were no additions  to this peer group during 1996.  Drew Industries
     Inc. was removed from the peer group for 1996.
     
          INFORMATION CONCERNING THE BOARD OF DIRECTORS
     
          Directors who were not officers of the Company, other than
     Messrs. Freund and Goldsmith, are paid $2,500 per month for services
     as directors and, in addition, $750 per day for each meeting of the
     Board or of shareholders that they attended without regard to the
     number of meetings attended each day.  
     
          Pursuant to informal arrangements with the Company, Messrs.
     Freund and Goldsmith each receive annual compensation at the rate of
     $325,000 per year as Chairman and Vice Chairman of the Board,
     respectively, and for providing certain services described below. 
     The arrangements have indefinite terms and are terminable at any
     time by either party.  The compensation received by them is approved
     from time to time by the Directors Compensation Committee of the
     Board of Directors, consisting of David L. Herman, Clifford B. Cohn
     and L.G. Schafran.
     
          Messrs. Freund and Goldsmith provide advice and counsel to the
     Company on a variety of strategic and financial matters, including
     business acquisitions and divestitures, raising capital and
     shareholder relations.   Messrs. Freund and Goldsmith do not render
     any services in connection with the day-to-day operations of the
     Company.  Services are provided on a less than full time basis, with
     the amount of time varying depending on the activities in which the
     Company is engaged from time to time.  The arrangements with the
     Company do not provide for a minimum amount of time to be spent on
     Company matters.
     
          Messrs. Freund, Goldsmith, Herman and Weis are each party to an
     agreement with the Company providing for payments to them under
     certain circumstances following a change in control of the Company. 
     See "Employment and Change in Control Agreements." 
     
          On March 8, 1995, following Mr. Herman's retirement as President
     of the Company, the Company and Mr. Herman entered into an informal
     Consulting Agreement pursuant to which Mr. Herman will render
     consulting services to the Board of Directors of the Company.  The
     Consulting Agreement has an indefinite term and provides for a
     monthly consulting fee at a rate of $20,000 per year.  The services
     to be rendered to the Company by Mr. Herman include consultation on
     acquisitions and divestitures, litigation and other matters.  The
     Consulting Agreement is terminable at any time by the Company or Mr.
     Herman. 
     
          The Company and Balfour Investors Inc. ("Balfour"), are parties
     to a License Agreement, dated as of October 26, 1994, with respect
     to a portion of the office space leased by the Company in New York
     City.  Messrs. Freund and Goldsmith are Chairman and President,
     respectively, and the only shareholders of Balfour.  The term of the
     License Agreement commenced on January 1, 1995 and will expire on
     June 30, 2004, unless sooner terminated pursuant to law or the terms
     of the License Agreement.  The License Agreement provides for
     Balfour to pay the Company an amount equal to 40% of the rent paid
     by the Company under its lease, including base rent, electricity,
     water, real estate tax escalations and operation and maintenance
     escalations.  In addition, Balfour has agreed to reimburse the
     Company for 40% of the cost of insurance which the Company is
     obligated to maintain under the terms of its lease with respect to
     the premises.  The base rent payable by Balfour under the License
     Agreement is $7,724 per month through September 30, 1999 and $8,312
     per month thereafter. 
     
     COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
     
          The Compensation Committee of the Board of Directors, which
     consists entirely of outside directors, reviews the compensation of
     key employees of the Company.  The present members of the Compensation 
     Committee are Jay S. Goldsmith (Chairman), Clifford B. Cohn and
     L.G. Schafran.  See "Item 13 Certain Relationships and Related Party
     Transactions".
     
     
     
     ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                 MANAGEMENT
     
                       Security Ownership of Certain Beneficial Owners
                          
     The following table sets forth, as of March 31, 1997, except as
     otherwise noted, the beneficial ownership of the Company's Common
     Stock by each person who owns of record or is known by the Company
     to own beneficially more than 5% of the Common Stock of the Company. 
     All information with respect to beneficial ownership has been
     furnished to the Company by the respective shareholders of the
     Company.
     
     
     
                                        Amount and Nature of
Name and Address of Beneficial Owner    Beneficial Ownership(1) Percent of Class
     Harry I. Freund                      2,225,772 (2)          13.7%
     c/o Balfour Investors, Inc.
     620 Fifth Avenue
     Rockefeller Center
     New York, NY  10020
     
     
     Jay S. Goldsmith                     2,227,272  (3)          13.7%
     c/o Balfour Investors, Inc.
     620 Fifth Avenue
     Rockefeller Center
     New York, NY  10020
     
     
     Kirr, Marbach & Company LLC          1,149,100  (4)           7.9%
     621 Washington Street
     P.O. Box 1729
     Columbus, IN 47201-1729
     
     
     Foreign & Colonial Management        1,112,750  (5)           7.7%
     Limited and Hypo Foreign & Colonial Management (Holdings)
     Limited
     Exchange House
     Primrose Street
     London EC2 ANY, England
     
     
     
     
     (1)  Calculated in accordance with Rule 13d-3 adopted by the Securities and
          Exchange Commission under the Securities Exchange Act of 1934, as
          amended.
     
     (2)  Includes shares of Common Stock which may be acquired by Mr. Freund
          within 60 days as follows: 500,000 shares through the exercise of
          stock options and l,064,960 shares through the exercise of stock
          purchase warrants.  Also includes 310,875 shares that may be deemed
          to be owned beneficially by Mr. Freund which are held by Balfour
          Investors Inc.  ("Balfour") for its clients in discretionary accounts,
          as to which Mr. Freund disclaims beneficial ownership.  Messrs. Freund
          and Goldsmith are Chairman and President, respectively, and the only
          shareholders of Balfour.  The discretionary clients of Balfour have
          the sole power to vote and direct the vote of the shares held in their
          account.  Balfour and its discretionary clients have shared power to
          dispose of or direct the disposition of the shares held in such
          clients' accounts.  At present, Balfour has the right to receive or
          the power to direct the receipt of dividends from, or the proceeds
          from the sale of the Company's Common Stock for all of its 
          discretionary clients.  Also includes options to purchase 200,000 
          shares of Common Stock held by Mr. Freund, the expiration of which 
          has been extended by five years to April 12, 2000.  The common 
          stock purchase warrants, which were to expire on December 15, 
          1996 or December 17, 1996, have been extended subject to the 
          approval of the Company's shareholders. 
     
     (3)  Includes shares of Common Stock which may be acquired by Mr. Goldsmith
           within 60 days as follows: 500,000 shares through the exercise of
           stock options and 1,034,240 shares through the exercise of stock
           purchase warrants.  Also includes 1,500 shares of Common Stock and
           30,720 shares which may be acquired through the exercise of stock
           purchase warrants held by Mr. Goldsmith's spouse over which 
           Mr. Goldsmith has shared voting and investment power but as 
           to which he disclaims any beneficial interest, and includes 
           310,875 shares that may be deemed to be owned beneficially by 
           Mr. Goldsmith which are held by Balfour for its clients in 
           discretionary accounts as to which Mr. Goldsmith disclaims 
           beneficial ownership (see Note 2 above).  Also includes options 
           to purchase 200,000 shares of Common Stock held by Mr. Goldsmith, 
           the expiration of which has been extended by five years to April 
           12, 2000.  The common stock purchase warrants, which were to 
           expire on December 15, 1996 or December 17, 1996, have been 
           extended subject to the approval of the Company's shareholders.  
     
     
     (4)  Based on a statement on Schedule 13G filed with the Securities and
          Exchange Commission on February 10, 1997, and Amendment No. 1 thereto
          filed on April 8, 1997.   Kirr, Marbach & Company LLC ("Kirr Marbach")
          is a general partner in three limited partnerships, 621 Partners,
          L.P., R. Weil & Associates L.P. and Appleton Associates L.P., which
          hold the shares.  Kirr  Marbach has sole power to vote and direct the
          vote and sole power to dispose or to direct the disposition of such
          shares held by the partnerships.
     
     (5)  Based on a statement on Schedule 13G filed with the Securities and
          Exchange Commission on February 3, 1995.  Foreign & Colonial
          Management Limited and Hypo Foreign & Colonial Management (Holdings)
          Limited have shared power to vote and direct the vote and shared power
          to dispose or to direct the disposition of such shares.
   
     
     
     SECURITY OWNERSHIP OF MANAGEMENT
     
 The following information is furnished as of March 31, 1997 with respect to 
each class of equity securities of the Company beneficially owned by all 
directors and nominees, and by all directors, nominees and officers as a group.
     
          The information concerning the directors, nominees and officers
     and their security holdings has been furnished by them to the
     Company.
                              Beneficial Ownership of Shares as of
                                         Common Stock as of      Percent
Name                    Position         March 31, 1997  (1)    of Class (1)
     
Harry I. Freund    Director and Chairman   2,225,772 (1)          13.7%
                     of the Board
     
Jay S. Goldsmith   Director and Vice       2,227,272  (3)          13.7%
                   Chairman of the Board
     
James J. Weis      President, Chief          384,500  (4)           2.6%
                   Executive Officer and
                   Director
     
Clifford B. Cohn   Director                  250,949  (5)           1.7%
     
David L. Herman    Director                  281,200  (6)           1.9%
     
L.G. Schafran      Director                  322,690  (7)           2.2%
     
Antonio L. DeLise Vice President, Chief      75,000   (8)         Less than 1%
                  Financial Officer and
                  Secretary

All directors, nominees and officers as
a group (7 persons)                         5,767,383 (9)             30.1%
     
                                        
     
     
     (1)  Calculated in accordance with Rule 13d-3 adopted by the Securities and
          Exchange Commission under the Securities Exchange Act of 1934, as
          amended.
     (2)  See Note 2 to the table under "Security Ownership of Certain
          Beneficial Owners".
     (3)  See Note 3 to the table under "Security Ownership of Certain
          Beneficial Owners". 
     (4)  Includes 320,000 shares which may be acquired by Mr. Weis within 60
          days through the exercise of stock options.
     (5)  Includes 220,000 shares which may be acquired by Mr. Cohn within 60
          days through the exercise of stock options.
     (6)  Includes shares of Common Stock which may be acquired by Mr. Herman
          within 60 days as follows: 180,000 shares through the exercise of
          stock options and 51,200 shares through the exercise of stock purchase
          warrants.  The common stock purchase warrants, which were to expire
          on December 15, 1996 or December 17, 1996, have been extended subject
          to the approval of the Company's shareholders. 
     (7)  Includes shares of Common Stock which may be acquired by Mr. Schafran
          within 60 days as follows: 220,000 shares through the exercise of
          stock options and 10,240 shares through the exercise of stock purchase
          warrants.  Also includes 11,250 shares of Common Stock and 51,200
          shares that may be acquired through the exercise of stock purchase
          warrants held by Mr. Schafran's spouse over which Mr. Schafran has 
          shared voting and investment power but as to which he disclaims any
          beneficial interest.  The common stock purchase warrants, which 
          were to expire on December 15, 1996 or December 17, 1996, have 
          been extended subject to the approval of the Company's shareholders. 
     (8)  Consists of shares which may be acquired by Mr. DeLise within 60 days
          through the exercise of stock options.
     (9)  Includes shares of Common Stock which may be acquired by such persons
          within 60 days as follows: 2,415,000 shares through the exercise of
          stock options and 2,242,560 shares through the exercise of stock
          purchase warrants. The common stock purchase warrants, which were to
          expire on December 15, 1996 or December 17, 1996, have been extended
          subject to the approval of the Company's shareholders. 
     
    ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
     
     See "Employment and Change of Control Agreements" and "Information 
     concerning the Board of Directors" in Item 11 and Notes 2 and
     3 to the table under "Security Ownership of Certain Beneficial
     Owners" in Item 12 for information with respect to information
     required by this Item.
     
     
     
     
                            
     
                         SIGNATURE
                              
                Pursuant to the requirements of Section 13 or 15 (d) of the
               Securities Exchange Act of 1934, the registrant has duly caused
               this amendment to be signed on its behalf by the undersigned,
               hereunto duly authorized.
     
     
                                       PUBLICKER INDUSTRIES INC.               
                                            (Registrant)
    
Date  April 29, 1997                    By:  /s/ JAMES J. WEIS                
                                        James J. Weis, President,
                                        Chief Executive Officer and
                                        Director