SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC  20549

                                   Form 10-QSB

                   QUARTERLY REPORT UNDER SECTION 13 or 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

For Quarter Ended September 30, 1996     Commission File Number
                                  Registration Number 2-93512-A




                       ACTION PRODUCTS INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)




       Florida                              59-2095427
(State or other jurisdiction of    (IRS Employer Identification No.)
incorporation or organization)

344 Cypress Road, Ocala, Florida            34472-3108
(Address of principal executive offices)    (Zip Code)


Registrant's telephone number, including area code     (352) 680-3516


Check  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  the  number of shares outstanding of each of the issuer's  classes  of
common stock, as of September 30, 1996.


        Class                     Outstanding at September 30, 1996
Common Stock, $.001 par value                1,499,926

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                                                                     Page 2 of 9
                                    I N D E X

 PART I.                                  FINANCIAL INFORMATION  Page
                                                  Number
 Item 1.                                   Financial Statements

        Condensed balance sheets - September 30, 1996
           and December 31, 1995 (unaudited)                        3

        Condensed statements of operations and changes
           in Retained Earnings - Three and nine months ended
           September 30, 1996 and 1995 (unaudited)                  4

        Condensed statements of cash flows - Three and nine months
           ended September 30, 1996 and 1995 (unaudited)            5

        Notes to condensed financial statements                     6

 Item 2 Management's Discussion and Analysis of
        Financial Condition and Results of Operations               7


        SIGNATURE PAGE                                              9


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                                                                     Page 3 of 9
                       ACTION PRODUCTS INTERNATIONAL, INC.
                            CONDENSED BALANCE SHEETS
                  ASSETS, LIABILITIES AND SHAREHOLDERS' EQUITY
                                   (UNAUDITED)
                                        
<TABLE>
                                    September 30,   December 31,
                                        1996           1995
                                                   
<S>                               <C>              <C>
Current assets:                                    
  Cash and cash equivalents              $166,729        $600,085
  Accounts receivable, net of                      
   allowance of $3,500 at September
   30, 1996 and $3,500 at December
   31, 1995                               708,609         554,926
  Inventories, net                      1,469,388       1,311,230
  Prepaid expenses                        189,637          29,980
                                                   
 Total Current Assets                   2,534,363       2,496,221
                                                   
Property, plant and equipment,                     
 net of accumulated depreciation of                      
 $1,122,127 at September 30, 1996 and                           
 $1,040,404 at December 31, 1995        1,069,043         979,385
Other assets                              476,475         258,578
                                                   
 TOTAL ASSETS                           4,079,881       3,734,184
                                                   
Current liabilities:                               
 Accounts payable & accrued expenses      362,863         569,112
 Deferred income taxes                          0          11,075
                                                   
 Total Current Liabilities                362,863         580,187
                                                   
Long term liabilities:                             
  Notes payable                           600,000         600,000
                                                   
Shareholder's equity:  Common                      
 stock $.001 par value authorized
 7,500,000; 1,499,926 issued and 
 outstanding at September 30, 1996
 and 1,499,926 shares at 
 December 31, 1995                          1,500           1,500
                                                   
Capital in excess of par value          2,829,242       2,829,242
                                                   
Stock Subscription Receivable              (9,000)       (277,000)
                                                   
Retained earnings                         295,276             255
                                                   
  Total Shareholders' Equity            3,117,018       2,553,997
                                                   
TOTAL LIABILITIES AND                              
 SHAREHOLDERS' EQUITY                 $ 4,079,881     $ 3,734,184
</TABLE>
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                                                                     Page 4 of 9
                       ACTION PRODUCTS INTERNATIONAL, INC.
                       CONDENSED STATEMENTS OF OPERATIONS
                        AND CHANGES IN RETAINED EARNINGS
                                   (UNAUDITED)
                                        
<TABLE>
                     Three months ended       Nine months ended
                       September 30              September 30
                        1996        1995        1996        1995
                                                                    
<S>                 <C>           <C>        <C>          <C>
Net Sales                      $          $           $            $
                       1,458,827  1,454,796   4,632,673    4,400,500
Cost of Sales            955,156    974,251   3,026,755    2,907,265
                                                                    
Gross Profit             503,671    480,545   1,605,918    1,493,235
                                                                     
Selling, General &                                                   
 Administrative Exp      443,544    472,187   1,294,914    1,276,927
                                                                     
Other (expenses) income
Other                      6,902     50,324      25,841       72,427
Interest expense         (13,625)   (16,243)    (41,824)     (53,692)
Total                     (6,723)    34,081     (15,983)      18,735
                                                                     
Income before             53,404     42,439     295,021      235,043
income taxes
Provision for                  -          -           -            -
income taxes
                                                                     
Net Income                53,404     42,439     295,021      235,043
                                                                     
Stock Dividend                 -   (354,150)          -     (354,150)
                                                                    
Beginning Retained       241,872    397,134         255      204,530
Earnings
                                                                    
Ending Retained        $ 295,276  $  85,423   $ 295,276    $  85,423
Earnings                              
                                                                    
                                                                    
Net Income per             $0.04      $0.03       $0.20        $0.20
share
                                                                     
Weighted average                                                     
 number of common 
 shares outstanding    1,395,605  1,499,926   1,499,926    1,161,777
</TABLE>                                                                    

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                                                                     Page 5 of 9
                       ACTION PRODUCTS INTERNATIONAL, INC.
                       CONDENSED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                                        
<TABLE>
                                             Three months     Nine months ended
                                          ended September 30      September 30
                                            1996     1995      1996      1995
<S>                                      <C>      <C>       <C>       <C>
Cash flows from operating activities:                                      
 Net income (loss)                        $53,404   $42,439  $295,021 $235,043
                                                                               
Adjustments to reconcile net income                                    
to net cash provided by (used in)                                      
operating activities:                                                  
  Depreciation                             28,541    23,614    81,723   72,243
  Provision for contribution to ESOP            -     4,688         -    4,688
                                                                       
Change in assets and liabilities:                                      
  Decrease (increase) in current                                       
  assets other than cash and cash                                        
  equivalents                             399,847   341,542  (471,498) (125,891)
                                                                       
  Increase (decrease) in current liab    (273,203)  (94,487) (217,324)  209,039
                                                                       
  Decrease (increase) in other assets    (179,612)  (38,250) (217,897)  (83,052)
                                                                       
Net cash provided by (used in) oper act   $28,977  $279,546 ($529,975) $312,070
                                                                       
Net cash used in investing activities    ($59,128) ($18,434)($171,381) ($59,824)
                                                                       
Cash flows from financing activities:                                  
  Proceeds from (repayments of)                                        
  borrowings  from related parties, net         0  (168,321)        0 (335,320)
                                                                       
  Results of other financing activities         0    46,784   268,000   69,284
                                                                       
  Net cash (used in) provided by fin act       $0 ($121,537) $268,000($266,036)
                                                                       
  Net increase (decrease) in cash and
     cash equivalents                    ($30,151) $139,575 ($433,356)($13,790)
                                                                       
Cash and cash equivalents at start 
     of period                           $196,880  $133,685  $600,085 $287,050
                                                                       
Cash and cash equivalents at end 
     of period                           $166,729  $273,260  $166,729 $273,260
                                                                       
Supplemental disclosures - cash paid for                               
Interest                                  $13,625   $16,243   $41,824  $53,692
Taxes                                          $0        $0   $11,075       $0
</TABLE>

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                                                                     Page 6 of 9
                                        
                                        
                       ACTION PRODUCTS INTERNATIONAL, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

1.  Condensed consolidated financial statements
In   the   opinion  of  management,  the  accompanying  unaudited   condensed
consolidated  financial statements contain all normal  recurring  adjustments
necessary  to  present  fairly  the financial  position  of  Action  Products
International,  Inc. at September 30, 1996 and the results of its  operations
and cash flows for the three and nine month periods ended September 30, 1996.

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
condensed  financial  statements be read in conjunction  with  the  financial
statements  and notes thereto included in the Company's report  on  Form  10-
KSB/A  for  the year ended December 31, 1995.  The results of operations  for
the  period  ended September 30, 1996 are not necessarily indicative  of  the
operating results for the full year.

2.  Shareholders' equity
During  the  nine  months  ending  September 30,  1996  shareholders'  equity
increased  $563,021.   Net income for the period was  $295,021.  The  Company
collected $268,000 of the outstanding stock subscriptions receivable;  $9,000
remains  receivable  in  the form of non-interest  bearing  promissory  notes
secured by the stock purchased.

3.  Income  per common share
Income per common share is computed based upon the weighted average number of
shares outstanding during the period.

4.  Related Party Transactions
The  convertible notes payable to Warren and Judith Kaplan totaling  $600,000
were  transferred  as  follows:  $480,000 to Ronald Kaplan  and  $120,000  to
Elissa Kaplan.  The principal maturity date has been extended five years.

5.  Credit Line
The  Company  has  established a $300,000 revolving line of  credit.   As  of
September 30, 1996, no draws had been made on this line.

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                                                                     Page 7 of 9
ITEM 2. Management's Discussion and Analysis of
        Financial Condition and Results of Operations

Results of Operations:
Three months ended September 30, 1996
During  the  third  quarter  ended  September  30,  1996  revenue  increased  to
$1,458,827  in 1996 from $1,454,796 in 1995, up $4,031.  The third quarter  1996
net  income  improved  26%  to $53,404 versus $42,439 for  the  1995  comparable
period.   Income per share was $.04 in 1996 versus $.03 per share in 1995.   The
increase in margins, and hence net income, is attributable to improved terms and
conditions  of  oversees  purchases and the further development  of  proprietary
products versus distributed lines.

Gross  profit  increased $23,126 to $503,671 from $480,545.   As  a  percent  of
sales,  gross profit was up to 34.5% from 33.0% for the 1995 comparable  period.
Selling, General & Administrative Expenses as a percentage of sales decreased to
30% of gross sales from 32% due to the results of the continued emphasis on cost
containment and other efficiencies.

Nine months ended September 30, 1996
During  the  nine  months  ended  September 30, 1996  revenue  increased  5%  to
$4,632,673 in 1996 from $4,400,500 in 1995.  The nine months 1996 net income was
$295,021  versus  $235,043 in 1995, an improvement of 26%, due to  the  improved
margins  of proprietary products.  Income per share for the nine months remained
$.20  in  1996,  thus  absorbing the near 30% increase in the  weighted  average
number  of common shares outstanding.  The increase in sales is attributable  to
the  improved  packaging, merchandising and marketing efforts of  the  Company's
core product lines and a newly focused effort by sales management which includes
the use of outside representatives.  The increase in margins is attributable  to
improved  terms and conditions of oversees purchases and the further development
of proprietary products versus distributed lines.

Gross profit increased $112,683 to $1,605,918 from $1,493,235.  As a percent  of
sales,  gross profit was up to 34.7% from 33.9% for the 1995 comparable  period.
Selling, General & Administrative Expenses as a percentage of sales was down  to
28% of gross sales from 29% for the comparable period in 1995 due to results  of
the  continued  emphasis  on  cost containment and other  efficiencies  and  the
increase in sales.

Financial Condition, Liquidity and Capital Resources:
As  of  September 30, 1996, current assets were $2,534,363 compared  to  current
liabilities  of  $362,863 for a current ratio of 7:1.  At  September  30,  1996,
working capital improved by $255,467 compared to December 31, 1995.

The  peak period of the Company's business cycle is March through August.  Thus,
accounts  receivable and inventories were $708,609 and $1,469,388, respectively,
at  September  30,  1996 compared to $554,926 and $1,311,230,  respectively,  at
December  31, 1995.  The increase in receivables and inventories are  considered
normal for the Company and reflect the increased activity in the Company's  high
volume  period.   Total  current  assets  increased  by  $38,142,  total  assets
increased by $345,697 and current liabilities decreased by $217,324.

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                                                                     Page 8 of 9

Significant  changes  in  balance  sheet from December  31,  1995  included  the
following:  Accounts receivable increased to $708,609 from $554,926, an increase
of  $153,683,  due  in  part to the increase in sales, but consistent  with  the
comparable period in 1995. Inventories, consisting primarily of finished  goods,
increased  $158,158  to  $1,469,388 at September 30,  1996  from  $1,311,230  at
December  31,  1995 and prepaid expenses increased by $159,657 to $189,637  from
$29,980 at December 31, 1995 due to their seasonal nature.  Property, plant  and
equipment, net of depreciation, increased by $89,658 from December 31, 1995  due
to   various   equipment  purchases  to  improve  production  and  technological
efficiency.   Other  assets  increased  by  $217,897  from  December  31,  1995,
primarily due to product costs and prepaid expenses related to new products  and
packaging.  Accounts payable and accrued expenses decreased $206,249 to $362,863
at  September 30, 1996 from $569,112 at December 31, 1995 due primarily  to  the
seasonal nature of the purchases and the timing of inventory receipts.

Cash  and cash equivalents were down $433,356 from December 31, 1995 and $30,151
from  June 30, 1996.  Cash flow provided by operations was $28,977 for the three
months  ended September 30, 1996 as compared to cash flow provided by operations
of  $279,546  for  the comparable period September 30, 1995.   This  is  due  to
increases  in  sales  and net income, the timing of payments,  and  a  concerted
effort towards earlier inventory purchases.

Shareholders' equity at September 30, 1996 increased during the nine  months  by
$563,021  to  $3,117,018 due to earnings and the receipt of stock  subscriptions
receivable.

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                                                                     Page 9 of 9


                                   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.



                       Action Products International, Inc.




           Date:  October 28,1996   By: /s/ Judith Kaplan
                                         Judith Kaplan
                                    Chief Financial Officer

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