_____________________________________________________________________________
                                FORM 10-K/A
                            (AMENDMENT Number 1)
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington D.C. 20549

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

FOR THE YEAR ENDED DECEMBER 31, 1996        COMMISSION FILE NUMBER 1-9800
                                     OR
[ ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                      SECURITIES EXCHANGE ACT OF 1934
                                        
                             INCSTAR CORPORATION
           (Exact name of registrant as specified in its charter)
                                        
      MINNESOTA                                                 41-1254731
 (State of Incorporation)              (I.R.S. Employer Identification No.)

 1990 Industrial Boulevard
 Stillwater, Minnesota                                               55082
 (Address of principal executive offices)                        (Zip Code)
                               (612) 439-9710
            (Registrant's telephone number, including area code)
                                        
                                        
             SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE
                        SECURITIES EXCHANGE ACT OF 1934:
                                        
                                      None.

             SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE
                        SECURITIES EXCHANGE ACT OF 1934:
Common Stock, $.01 Par Value
      Per Share

  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 ].

 The aggregate market value of voting stock held by non-affiliates of the
Registrant as of May 16, 1997 was approximately $65,461,000

 The number of shares of the Registrant's Common Stock outstanding on May 16,
1997 was 16,505,457.

<PAGE>
The undersigned registrant hereby amends the following parts of its Annual
Report on Form 10-K for the calendar year ended December 31, 1996.

AMENDMENT NUMBER 1

PART II:  ITEM 7:  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION 
AND RESULTS OF OPERATIONS IS HEREBY AMENDED IN ITS ENTIRETY AS FOLLOWS: 

RESULTS OF OPERATION

      Sales  in 1996 were $44,304,000, a 3 percent decrease from $45,760,000  in
1995.   1995  and 1996 results included sales from a single test  that  resulted
from  a  competitor's product becoming unavailable to the market from June  1995
until March 1996.  In the absence of this development, 1995 and 1996 total sales
would have remained relatively unchanged.  1995 sales were 8 percent above  1994
sales  of  $42,503,000.   This  increase was due primarily  to  sales  from  the
Company's  hepatitis assays, as previously discussed, combined with  sales  from
new products introduced during 1995 and the latter part of 1994 in the Company's
autoimmune  disease, bone and mineral metabolism and infectious  disease  market
segments.   Increased sales were partially offset by declines in  the  Company's
oncology  and  endocrinology market segments due to the continued shift  in  the
diagnostic industry from isotopic, manual testing to non-isotopic, automated and
semi-automated testing.
      
      Domestic  sales  decreased  8%  from  $23,832,000  to   $22,017,000.    As
discussed  above, through February 1996, the Company experienced an increase  in
demand  for  one  of  its  hepatitis assays due to a competitor's  kit  becoming
unavailable to the market in June 1995.  Since the competitor's re-entry  during
the  first  quarter  of 1996, the Company has experienced  a  decline  of  these
product  sales  from  their  levels  during  the  second  half  of  1995.   This
opportunity  resulted in approximately $2.2 million and $2.9  million  in  sales
during  1996 and 1995, respectively. In addition, domestic sales have  continued
to   be   negatively  impacted  by  declines  in  the  Company's  oncology   and
endocrinology  market segments, as discussed above.  Partially offsetting  these
declines  were  continued  increases in the autoimmune disease  market  segment,
increases  in  the Company's serum protein market segment and increases  in  the
Company's  Vitamin  D assays, which are part of the bone and mineral  metabolism
market segment.  1995 sales increased 12% from $21,282,000 in 1994 due primarily
to  the  increase in sales from the hepatitis assay described above, as well  as
increases  in the autoimmunity segment offset with declines in the endocrinology
and oncology market segments.
      
      1996  international sales increased 2% to $22,287,000 compared  with  1995
sales  of  $21,928,000.  1995 sales increased 3% from 1994 sales of $21,221,000.
Sales were favorably impacted in 1996 and 1995 due primarily to the introduction
of second generation Epstein Barr Virus diagnostic kits during 1995.  Sales were
negatively  impacted in both years due to the continued declines in the  routine
endocrinology and transplantation segments.
      
      Gross  margins were 51 percent of sales in 1996 compared with  49  percent
of  sales  in  1995  and  46 percent in 1994. The decline  in  1994  margins  is
attributable to the $750,000 charge for excess inventories as discussed in  Note
2 of the Company's consolidated financial statements contained elsewhere herein.
Exclusive of the inventory write down, gross margins were 48 percent of sales in
1994.  Gross  margins have improved during the last two years  due  to  improved
product  mix  as well as efficiencies derived from an operational restructuring.
Notwithstanding this improvement, the Company's margins continue  to  be  highly
sensitive to product mix and volume changes.
      
      The  Company's  ratio of selling, general and administrative  expenses  to
sales  was 30 percent in 1996, 28 percent in 1995 and 30 percent in 1994.  These
expenses, as a percentage of sales, are expected to remain relatively consistent
with 1996.
      
      Research  and development expenses were $4,163,000 in 1996, compared  with
$3,748,000 in 1995 and $5,069,000 in 1994. The increase in 1996 is primarily due
to increased emphasis on new product development, including the establishment of
scientific  advisory panels for the Company's autoimmune and  bone  and  mineral
metabolism segments.  These panels are intended to strengthen the Company's ties
with the scientific community.  The decrease in 1995 spending compared with 1994
levels  is  attributable to the discontinuance during 1994 of  the  Fluorescence
Polarization Immunoassay ("FPIA") development project as discussed in Note 2  of
the  Company's  consolidated  financial statements contained  elsewhere  herein.
Exclusive  of FPIA, these expenses represent 9 percent, 8 percent and 9  percent
of  sales  in  1996,  1995  and 1994, respectively.   Research  and  development
expenses  are  projected  to increase slightly due to  the  Company's  increased
emphasis on new development activities and increased scientific panel activity.
      
      Interest  income net of expense was $96,000 in 1996 compared with interest
expense  of  $348,000  in 1995 and $365,000 in 1994.  The  interest  income  was
attributable  to  the elimination of all long term debt during 1995  and  higher
average  cash balances in 1996.  1995 expense includes interest on  certain  tax
obligations.
      
      Income  tax  expense was 24 percent of income before taxes or  $1,299,000,
compared  with  27  percent or $1,571,000 in 1995 and  $193,000  in  1994.   The
decline  in the effective tax rate is due to the recognition of certain deferred
tax  assets during 1996. In assessing the realizability of deferred tax  assets,
management considers whether it is more likely than not that some portion or all
of  the  deferred tax assets will not be realized.  The ultimate realization  of
deferred  tax  assets is dependent upon the generation of future taxable  income
during  the  periods  in  which those temporary differences  become  deductible.
Management  considers  its  projected future taxable  income  and  tax  planning
strategies in making this assessment.  The tax expense in 1994 related primarily
to  book  reserves and liabilities not deductible for tax purposes  until  paid.
The effective rate is expected to remain relatively consistent with 1996.
      
      Net income in 1996 was $4,112,000, or 25 cents per share, compared with  a
net  income  of  $4,263,000, or 26 cents per share, in  1995  and  net  loss  of
$4,505,000, or 28 cents per share, in 1994. The 1994 loss results primarily from
three  specific charges.  A $750,000 charge was recorded for estimated  obsolete
inventory.   The Company annually reviews its inventory levels and calculates  a
reserve  for  obsolescence.   During  1994, an  additional  reserve  was  deemed
appropriate  due  to  rising  inventory levels in the  Company's  serum  protein
product  line  in  excess  of expected future sales.  A  $2,450,000  charge  was
recorded  for  the termination of certain distribution and supply agreements  as
well  as  severance  and other costs related to senior management  changes.   In
addition,  during  1994  the  Company  discontinued  the  development   of   its
Fluorescence  Polarization  Immunoassay  development  project,  resulting  in  a
$3,300,000  charge.  The majority of this charge related to  the  write  off  of
tangible  and  intangible  assets  ($1,560,000),  costs  incurred  to  terminate
contracts  with outside vendors and consultants ($797,000), as well as severance
and related costs for terminated employees ($943,000).
      

LIQUIDITY AND CAPITAL RESOURCES
      
      INCSTAR's  free cash flow (operating cash flow less investment activities)
was  $905,000  in 1996, compared to $5,190,000 in 1995 and $3,118,000  in  1994.
This  decrease  is  attributable to increased capital spending  associated  with
instrumentation, manufacturing improvements and  computer upgrades  as  well  as
spending  associated  with the purchase of intellectual property  and  purchased
technology.  The Company's ratio of total debt to total capital was  16  percent
in 1994.
      
      Working   capital  increased  to  $19,189,000  at  year-end   1996,   from
$14,947,000 at the end of 1995, resulting from increased cash levels and  higher
inventory  balances combined with lower accrued compensation due  to  timing  of
payroll disbursements.
      
      Capital  expenditures for 1996 were $2,645,000, compared  with  $1,557,000
in 1995 and $923,000 in 1994.  For 1997, capital expenditures are expected to be
approximately  $3.8  million, primarily for a new enterprise  resource  planning
system, manufacturing improvements and instrumentation.
      
      The  Company's  primary sources of liquidity are a  $1  million  revolving
bank  credit line secured by Company assets and a $4.0 million unsecured  credit
line  with  Fiat  Finance N.A., Inc. (Fiat).  At year-end, the  Company  had  no
outstanding  borrowings under these credit lines.  The Company anticipates  that
the  generation  of free cash flow and the resources available within  the  Fiat
Group  will  provide  sufficient sources of liquidity for  planned  capital  and
research and development expenditures.
<PAGE>

AMENDMENT NUMBER 2

PART II ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMETARY DATA - THE FINANCIAL
STATEMENT INFORMATION AS LISTED IN PART IV, ITEM 14 (A)(1) AND (A)(2) OF THE 
ORIGINAL 10-K FILING IS HEREBY AMENDED IN ITS ENTIRETY AS FOLLOWS:


                               INCSTAR CORPORATION
                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                              Year Ended December 31,
                                        1996           1995          1994
Net sales                            $44,304,000   $45,760,000   $42,503,000
Cost of goods sold                    21,599,000    23,271,000    22,039,000
Inventory valuation adjustment                --            --       750,000
     Gross profit                     22,705,000    22,489,000    19,714,000
Operating expenses:                                              
  Selling, general and                                              
    administrative                    13,206,000    12,592,000    12,853,000
  Research and development             4,163,000     3,748,000     5,069,000
  Unusual items                               --            --     5,750,000
     Total operating expenses         17,369,000    16,340,000    23,672,000
     Operating income (loss)           5,336,000     6,149,000    (3,958,000)
Interest income (expense), net            96,000      (348,000)     (365,000)
Investment and other income (expense)    (21,000)       33,000        11,000
  INCOME (LOSS) BEFORE INCOME TAXES    5,411,000     5,834,000    (4,312,000)
Provision for income taxes             1,299,000     1,571,000       193,000
     NET INCOME (LOSS)               $ 4,112,000   $ 4,263,000   $(4,505,000)
INCOME (LOSS) PER SHARE:                                         
Net income (loss) per share          $      0.25   $      0.26   $     (0.28)
Weighted average shares and                                      
  equivalents                         16,661,367    16,491,501    16,322,301
                                                                 
                                                                 
    The accompanying notes are an integral part of the consolidated financial
                                   statements.

<PAGE>
                               INCSTAR CORPORATION
                           CONSOLIDATED BALANCE SHEETS
                                        
                                             December 31,   December 31,
                                                  1996           1995
ASSETS                                                       
CURRENT ASSETS:                                              
Cash and cash equivalents                     $ 1,554,000    $   460,000
Restricted cash                                   250,000        251,000
Accounts receivable, net of allowance for                    
  doubtful  accounts of $190,000 and                         
  $107,000, respectively                        7,573,000      7,575,000
Other receivables                                 413,000         24,000
Inventories                                    14,302,000     13,445,000
Other current assets                              629,000        294,000
TOTAL CURRENT ASSETS                           24,721,000     22,049,000
                                                             
PROPERTY AND EQUIPMENT:                                      
Land and land improvements                      1,573,000      1,573,000
Buildings and improvements                     13,531,000     13,252,000
Equipment and furniture                        19,993,000     18,170,000
Construction in progress                           41,000          6,000
                                               35,138,000     33,001,000
Less allowance for depreciation and           
   amortization                               (20,032,000)   (18,387,000)
                                               15,106,000     14,614,000
INTANGIBLE ASSETS, NET                            791,000      1,105,000
OTHER ASSETS                                    1,340,000        993,000
                                              $41,958,000    $38,761,000
LIABILITIES AND SHAREHOLDERS' EQUITY                         
CURRENT LIABILITIES:                                         
Current portion of long-term debt             $     3,000    $    76,000
Accounts payable                                1,819,000      1,914,000
Accrued compensation                              898,000      1,972,000
Accrued expenses                                2,448,000      2,928,000
Income taxes payable                              364,000        212,000
       TOTAL CURRENT LIABILITIES                5,532,000      7,102,000
LONG-TERM DEBT                                        ---          3,000
OTHER NON-CURRENT LIABILITIES                   3,285,000      3,272,000
                                                             
SHAREHOLDERS' EQUITY:                                        
Undesignated stock, authorized 5,000,000 shares    - - -          - - -
Common stock, par value $.01, authorized                     
    25,000,000 shares; issued and outstanding                
    16,505,457 and 16,363,477 shares,                        
    respectively                                  165,000        164,000
  Additional paid-in capital                   18,531,000     17,940,000
  Foreign currency translation adjustment         (98,000)      (151,000)
  Retained earnings                            14,543,000     10,431,000
       TOTAL SHAREHOLDERS' EQUITY              33,141,000     28,384,000
                                              $41,958,000    $38,761,000
                                        
    The accompanying notes are an integral part of the consolidated financial
                                   statements.
<PAGE>

                               INCSTAR CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                        
                                                       Year Ended December 31,
                                                 1996          1995           1994
<S>                                          <C>            <C>          <C>
OPERATING ACTIVITIES:                                                    
Net income (loss)                            $  4,112,000   $ 4,263,000   $(4,505,000)
Adjustments to reconcile net income (loss)                               
 to net cash provided by operating
 activities:
Provision for deferred income taxes              (555,000)           --            --
Provision (payments) for unusual items and                               
 inventory valuation adjustment                  (590,000)   (1,060,000)    5,371,000
Provision for retirement plans                    261,000       272,000       529,000
Depreciation and amortization                   2,882,000     2,910,000     3,395,000
Changes in operating assets and liabilities:                             
Accounts receivable                                 2,000      (816,000)       39,000
Other receivables                                (389,000)       95,000       (29,000)
Inventories                                      (857,000)   (1,077,000)      194,000
Other current assets                              (77,000)      212,000       (21,000)
Accounts payable                                  (95,000)      254,000      (229,000)
Accrued compensation                           (1,074,000)      554,000      (108,000)
Accrued expenses                                 (105,000)      975,000        90,000
Income taxes payable                              481,000       320,000       (56,000)
Other, net                                         53,000       (33,000)       35,000
   Net cash provided by operating activities    4,049,000     6,869,000     4,705,000
                                                                         
INVESTING ACTIVITIES:                                                    
Additions to property and equipment, net       (2,645,000)   (1,557,000)     (923,000)
Payments for product distribution rights               --            --      (599,000)
Payments for intellectual property and           (407,000)      (86,000)           --
 purchased technology
Increase in other assets                          (92,000)      (36,000)      (65,000)
   Net cash used in investing activities       (3,144,000)   (1,679,000)   (1,587,000)
                                                                         
FINANCING ACTIVITIES:                                                    
Net repayments under lines of credit                   --            --      (422,000)
Net decrease in cash overdraft                         --      (602,000)     (512,000)
(Increase) decrease in restricted cash              1,000            --       (11,000)
Payments on long-term debt                        (76,000)   (4,342,000)   (2,364,000)
Issuance of common stock to employees             264,000        61,000       119,000
    Net cash provided by (used in) financing                                 
     activities                                   189,000    (4,883,000)   (3,190,000)
Net increase (decrease) in cash and cash                              
 equivalents                                    1,094,000       307,000       (72,000)
Cash and cash equivalents at beginning of                                
 year                                             460,000       153,000       225,000
Cash and cash equivalents at end of year     $  1,554,000   $   460,000   $   153,000
</TABLE>
    The accompanying notes are an integral part of the consolidated financial
                                   statements.
<PAGE>

                               INCSTAR CORPORATION
                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>
                                                                    Foreign
                                   Common Stock         Additional  Currency
                                Number of                 Paid-In  Translation    Retained
                                  Shares     Amount       Capital  Adjustment     Earnings
<S>                             <C>         <C>        <C>         <C>          <C>  
Balance at December 31, 1993    16,281,057  $ 163,000  $ 17,557,000 $ (153,000) $ 10,673,000
Common stock issued under                                                                  
 employee stock purchase plan                                                              
 and upon exercise of stock                                                                
 options                            41,464          _       119,000          _             _
Translation adjustments                  _          _             _     35,000             _
Net loss                                 _          _             _          _    (4,505,000)
Balance at December 31, 1994    16,322,521  $ 163,000  $ 17,676,000 $ (118,000) $  6,168,000
Common stock issued under                                                                  
 employee stock purchase plan                                                              
 and upon exercise of stock                                                                
 options                            40,956      1,000        61,000          _             _
Translation adjustments                  _          _             _    (33,000)            _
Compensation expense on                                                                    
 executive stock options                 _          _       203,000          _             _
Net income                               _          _             _          _     4,263,000
Balance at December 31, 1995    16,363,477  $ 164,000  $ 17,940,000 $ (151,000) $ 10,431,000
Common stock issued under                                                                  
 employee stock purchase plan                                                              
 and upon exercise of stock                                                                
 options, net of tax effect         97,873      1,000       199,000          _             _
Issuance of shares to BFHI          44,107          _        64,000          _             _
Translation adjustments                  _          _             _     53,000             _
Compensation expense on                                                                    
 executive stock options                 _          _       328,000          _             _
Net income                               _          _             _          _     4,112,000
Balance at December 31, 1996    16,505,457  $ 165,000  $ 18,531,000 $  (98,000) $ 14,543,000
</TABLE>
    The accompanying notes are an integral part of the consolidated financial
                                   statements.
<PAGE>
                               INCSTAR CORPORATION
  
QUARTERLY RESULTS (UNAUDITED):
(in thousands, except per share data)


Net                                          Gross
Sales                                        Profit

                 Year Ended                               Year Ended
                December 31,                              December 31,
Quarter       1996        1995                Quarter    1996      1995
                                                                 
First     $  11,455  $    11,117              First    $ 5,916   $  5,130
Second       11,355       11,041              Second     5,679      5,319
Third        10,604       11,664              Third      5,479      5,873
Fourth       10,890       11,938              Fourth     5,631      6,167


                                             
Net Income                                   Net Income Per Share

                 Year Ended                                Year Ended
                December 31,                              December 31,
Quarter      1996        1995                 Quarter     1996     1995
                                                                
First     $  1,158  $       799               First     $  0.07  $  0.05
Second       1,119          827               Second       0.07     0.05
Third          986        1,092               Third        0.06     0.07
Fourth         849        1,545               Fourth       0.05     0.09

<PAGE>
                               INCSTAR CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                        
NOTE 1_SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE OF OPERATIONS
      INCSTAR   Corporation  (the  "Company")  is  a  medical  immunodiagnostics
company  focused  on  the  development, production and  worldwide  marketing  of
reagents,  particularly  for bone/mineral metabolism, endocrinology,  infectious
and  autoimmune diseases.  The Company predominantly markets these  products  in
North America, Europe and Asia.

      Since December 1989, the Company has been majority-owned by BioFin Holding
International B.V. ("BFHI"), a subsidiary of Sorin Biomedica Diagnostics  S.p.A.
("Sorin") which is an Italian affiliate of Fiat, Inc.

PRINCIPLES OF CONSOLIDATION
      The  accompanying consolidated financial statements include  the  accounts
of  INCSTAR Corporation  and its wholly-owned subsidiaries, Atlantic Antibodies,
Inc.,  INCSTAR  Ltd.  and Immuno Nuclear Export Ltd. All material  inter-company
accounts  and  transactions  have  been eliminated  in  consolidation.   Certain
amounts  for  periods  prior  to the year ended  December  31,  1996  have  been
reclassified to conform with the current classifications.
      
CASH EQUIVALENTS
      Cash equivalents consist primarily of investments in money market accounts
with current maturities.

RESTRICTED CASH
        Through December 31, 1995 the Company maintained a self insured  workers
compensation  insurance  plan.   Pursuant to  the  plan,  the  Company  holds  a
certificate  of deposit with current maturity as a compensating balance  with  a
bank.   These funds are restricted to assure future credit availability for  the
potential self insured aggregate limits under the plan.  The funds are  required
to  be on deposit with a bank under Minnesota state regulations and are expected
to  be  released  in  the fourth quarter of 1997.  As of January  1,  1996,  the
Company is no longer self insured.

INVENTORIES
       Inventories  are valued at the lower of average cost, which  approximates
the first-in, first-out (FIFO) method, or market.

FAIR VALUE OF FINANCIAL INSTRUMENTS
        All  financial  instruments  are carried  at  amounts  that  approximate
estimated fair value.

PROPERTY AND EQUIPMENT
        Property  and  equipment, including equipment under capital  leases,  is
reported at cost less accumulated depreciation and amortization. Maintenance and
repairs  are  charged to expense as incurred. The Company computes  depreciation
and  amortization using the straight-line method based on estimated useful lives
of  three  to seven years for equipment and furniture and seven to thirty  years
for buildings and improvements.

INTANGIBLE ASSETS
       Intangible assets includes patents, trademarks, intellectual property and
purchased  technology,  goodwill and product distribution  rights.  Patents  and
trademarks are amortized using the straight-line method over a five-year period.
Goodwill,  which represents the cost in excess of the fair value of  net  assets
acquired,  is  amortized using the straight-line method over a ten-year  period.
Intellectual  property and purchased technology is amortized using the  straight
line method over the properties estimated useful lives which range from seven to
ten  years.   Product distribution rights are amortized using the straight  line
method  over the life of the agreement or the estimated product life,  whichever
is  shorter.   The carrying value of intangible assets is regularly reviewed  by
the  Company, and a loss is recognized when the net realizable value falls below
the unamortized cost.

RESEARCH AND DEVELOPMENT
     Research and development costs are expensed when incurred.

INCOME TAXES
      The  Company  accounts for income taxes in accordance  with  Statement  of
Financial  Accounting Standard ("SFAS") No. 109.  Under the asset and  liability
method  of SFAS No. 109, deferred tax assets and liabilities are recognized  for
the  future  tax consequences attributable to differences between the  financial
statement  carrying  amounts  of  existing  assets  and  liabilities  and  their
respective  tax  bases.  Deferred tax assets and liabilities are measured  using
enacted  tax  rates expected to apply to taxable income in the  years  in  which
those temporary differences are expected to be recovered or settled.  Under SFAS
No.  109, the effect on deferred tax assets and liabilities of a change  in  tax
rates is recognized in income in the period that includes the enactment date.

INCOME (LOSS) PER SHARE
      Income (loss) per share is computed by dividing net income (loss)  by  the
weighted  average number of shares of common stock and common stock equivalents,
consisting  of stock options and warrants, outstanding during the  period.   For
all  periods presented, fully diluted and primary income or loss per  share  are
the  same.   For  1994, the effects of stock options and warrants were  excluded
from  the  computation  of  weighted average shares  outstanding  because  their
effects were antidilutive.

FOREIGN CURRENCY TRANSLATION     
      Assets  and liabilities of foreign operations are translated at  rates  of
exchange in effect at period end. Statement of operations amounts are translated
at  the average rate of exchange for the period. Gains and losses resulting from
translation  are  accumulated in a separate component of  shareholders'  equity.
Foreign  currency  transaction gains and losses, which  are  not  material,  are
included in the consolidated statements of operations.

STOCK BASED COMPENSATION
      The  Company applies Accounting Principles Board Opinion No. 25  (APB  No.
25),  Accounting  for Stock Issued to Employees, and related interpretations  in
accounting  for  its  plans.   Accordingly, no  compensation  expense  has  been
recognized for its stock-based compensation plans.  The Company has adopted  the
disclosure requirements under SFAS No. 123, Accounting and Disclosure of  Stock-
Based Compensation.

USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS
      The  preparation  of  financial statements in  conformity  with  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect  the reported amounts of assets  and  liabilities  and
disclosure  of  contingent assets and liabilities at the date of  the  financial
statements  and  the  reported  amounts of  revenues  and  expenses  during  the
reporting period.  Actual results could differ from those estimates.

NOTE 2_ UNUSUAL ITEMS AND INVENTORY VALUATION ADJUSTMENTS
          
     The  Company  annually  reviews  its inventory  levels  and  calculates  an
estimate for obsolete inventory.  During 1994, the Company reviewed future sales
projections compared with inventory levels on hand in its serum protein  product
line.   It  was deemed appropriate to write down this inventory by  $750,000  in
response to rising inventory levels.  Consequently in December, 1994 the Company
recorded a $750,000 charge related to the write down of excess inventories.
          
    In addition, the Company recorded a $2,450,000 unusual charge related to the
termination of certain distribution and supply agreements ($540,000) as well  as
severance  and  other  costs related to senior management changes  ($1,910,000).
The  amount  remaining  to be paid at December 31, 1996,  exclusive  of  amounts
included  in  noncurrent  liabilities (Note 9, Executive  Retirement  Plans)  is
$10,000,  which is included in accrued expenses in the accompanying consolidated
balance sheet.

     In  May, 1994 the Company discontinued the development of certain purchased
technology acquired in 1992 from Robert Dowben Associates, a diagnostic research
company, and incurred a one-time pre-tax charge of $3,300,000.  The majority  of
this  charge  related  to  the  write  off of  tangible  and  intangible  assets
($1,560,000),  costs  incurred to terminate contracts with outside  vendors  and
consultants  ($797,000), as well as severance and related costs  for  terminated
employees  ($943,000).  None of these amounts remain to be paid on December  31,
1996.

NOTE 3 - INVENTORIES
      Inventories consist of the following:
                                                       December 31,
                                                  1996                1995
Raw materials                              $    2,458,000      $   2,281,000
Work in progress                                9,515,000          9,421,000
Finished goods                                  2,329,000          1,743,000
                                           $   14,302,000      $  13,445,000
NOTE 4 - INTANGIBLE ASSETS

  Intangible assets consist of the following:

                                                       December 31,
                                                  1996                1995
Patents                                    $     717,000       $     717,000
Trademarks                                        17,000              17,000
Goodwill                                         619,000             619,000
Intellectual property and purchased                            
 technology                                    1,141,000             734,000
Product distribution rights                    2,700,000           2,700,000
                                               5,194,000           4,787,000
Less accumulated amortization                 (4,403,000)         (3,682,000)
                                           $     791,000       $   1,105,000

NOTE 5 - LINE OF CREDIT,  LEASE AND ROYALTY COMMITMENTS

      Long-term debt consists of the following:

                                                           December 31,
                                                       1996              1995
                                                                
Capitalized lease obligations, 8.0%, due                        
through 1996                                           ---             72,000
Other                                                3,000              7,000
                                                     3,000             79,000
      Less current portion                          (3,000)           (76,000)
      Total long-term debt                    $        ---      $       3,000
                                                                

       The Company has a revolving line of credit from a bank which provides for
maximum  borrowings  of  $1,000,000 through January  31,  1997,  is  secured  by
accounts  receivable, and has an interest rate based on the prime interest  rate
or  LIBOR plus 2.50%.  In addition, the Company has a $4,000,000 revolving  line
of credit with Fiat Finance N.A., Inc. which expires on October 1, 1997.

       At  December  31, 1996 and 1995, property and equipment includes  capital
lease costs of $288,000 and $842,000, respectively, and accumulated amortization
of   $288,000  and  $773,000,  respectively.   Lease  amortization  included  in
depreciation  was $40,000 for the year ended December 31, 1996 and $158,000  for
the year ended December 31, 1995.

      The Company leases certain manufacturing and other equipment in connection
with  its  normal  operations.  Rent expense under these  operating  leases  was
$226,000, $295,000 and $238,000 for the years ended December 31, 1996, 1995  and
1994,  respectively.   Future  minimum  lease  payments  for  all  noncancelable
operating  leases having a remaining term in excess of one year are as  follows:
1997_$173,000; 1998_$116,000; 1999_$44,000; 2000_$5,000.

        The  Company  is  obligated  to  make  royalty  payments  under  several
distribution  and licensing agreements.  The majority of these  agreements  call
for  payments  based  on  a percentage of sales and contain no  minimum  royalty
clause.   Royalty  expense  under  these  agreements  was  $1,563,000  in  1996,
$1,715,000 in 1995 and $1,099,000 in 1994.

NOTE 6 -  RELATED PARTY TRANSACTIONS
<TABLE>
      As  part  of  the ongoing operations of the Company, various  transactions
were  entered  into  during 1996, 1995 and 1994 with its affiliates,  Sorin,  an
affiliate  of the Fiat group, and Fiat Finance N.A., Inc.  The following  tables
summarize transactions and related balances:
<CAPTION>
Operating                          Sorin                   Fiat Finance N.A., Inc.
Statement Data:                        Year Ended December 31,
                       1996         1995        1994        1996     1995     1994
<S>               <C>           <C>         <C>           <C>      <C>      <C>                                               
Product sales     $ 7,965,000   $ 7,625,000 $ 6,903,000   $   ---  $   ---  $   ---
Product purchases   2,272,000     1,807,000   1,248,000       ---      ---      ---
Royalty expense       432,000       582,000     176,000       ---      ---      ---
Interest expense          ---           ---         ---     6,000  170,000  312,000

<CAPTION>
Balance Sheet Data:               Sorin                                
                               December 31,                          
                             1996          1995                             
<S>                       <C>          <C>
Assets                                                                      
Trade receivables         $2,442,000   $ 1,965,000                          
Other receivables             59,000         6,000                          
                                                                            
                                                                            
Liabilities                                                                 
Accounts payable         $   353,000   $   675,000                          
Accrued royalty              798,000       480,000                          
</TABLE>
                                                                            
NOTE 7_INCOME TAXES

      The provision for income taxes is summarized as follows:

Year Ended December 31,        Federal       State     Foreign      Total
1996                                                                        
Current                       $ 1,644,000  $  212,000 $ (2,000)  $ 1,854,000
Deferred                         (491,000)    (64,000)   - - -      (555,000)
Provision for Income Taxes    $ 1,153,000  $  148,000 $ (2,000)  $ 1,299,000
                                                                            
1995                                                                        
Current                       $ 1,505,000  $   89,000 $(23,000)  $ 1,571,000
Deferred                            - - -       - - -    - - -         - - -
Provision for Income Taxes    $ 1,505,000  $   89,000 $(23,000)  $ 1,571,000
                                                                            
1994                                                                        
Current                       $   123,000  $   34,000 $ 36,000   $   193,000
Deferred                            - - -       - - -    - - -         - - -
Provision for Income Taxes    $   123,000  $   34,000 $ 36,000   $   193,000
                                                                            
                                                                            

      The provision for income taxes differs from the statutory federal tax rate
of 34% applied to income (loss) before income taxes as follows:

                                             Year Ended December 31,
                                              1996        1995         1994
                                                                            
Federal   tax   calculated   at   the                                       
 statutory rate                           $ 1,840,000   $1,984,000  $(1,466,000)
Change in the valuation allowance for                                       
 deferred taxes                              (914,000)    (532,000)   1,872,000
Exempt income attributable to foreign                                       
 sales                                       (266,000)    (333,000)    (288,000)
State taxes, net of federal benefit            98,000       59,000       22,000
Compensation  expense  on   executive                                       
 stock options                                328,000      203,000        - - -
Other, net                                    213,000      190,000       53,000
Provision for income taxes                $ 1,299,000  $ 1,571,000  $   193,000


      The tax effects of temporary differences that give rise to significant
portions of the deferred tax assets and liabilities at December 31, 1996 and
1995 are as follows:

                                             December 31,     December 31,
                                                 1996            1995
Deferred tax assets:                                        
Accounts receivable, principally due to                                    
 allowance for doubtful accounts              $      56,000   $       29,000
Accrued vacation pay                                 33,000           27,000
Inventories, reserves and additional costs                                 
 inventoried for tax purposes                       637,000          728,000
Patents, due to different book and tax                                     
 lives                                               24,000           27,000
Retirement plans                                  1,117,000        1,066,000
Tax credits                                          60,000          492,000
Accrual not currently deductible                    265,000              ---
Severance and related costs not currently                                  
 deductible                                             ---          189,000
Other                                                35,000           26,000
Gross deferred tax assets                         2,227,000        2,584,000
Valuation allowance                              (1,639,000)      (2,553,000)
      Net deferred tax asset                  $     588,000   $       31,000
                                                                           
Deferred tax liabilities:                                                  
Plant and equipment, principally due to                                    
differences in depreciation and capitalized                                
interest                                      $      44,000   $       41,000
Other                                                 4,000            5,000
       Deferred tax liability                 $      48,000   $       46,000
                                                                           
Total net deferred tax asset (liability)      $     540,000   $    ( 15,000)

       The  valuation allowance for deferred tax assets as of December 31,  1996
and  1995  was $1,639,000 and $2,553,000, respectively.  The net change  in  the
valuation  allowance  for the year ended December 31, 1996  was  a  decrease  of
$914,000.   In  assessing the realizability of deferred tax  assets,  management
considers  whether it is more likely than not that some portion or  all  of  the
deferred  tax assets will not be realized.  The ultimate realization of deferred
tax  assets is dependent upon the generation of future taxable income during the
periods  in  which  those  temporary differences become deductible.   Management
considers  its  projected future taxable income and tax planning  strategies  in
making this assessment.

NOTE 8_EMPLOYEE SAVINGS RETIREMENT AND VALUE SHARING PLAN

     The  Company  adopted  a Salary Savings Plan under Section  401(k)  of  the
Internal  Revenue  Code, effective November 1, 1985. Participants  make  pre-tax
contributions of up to 15% of their wages subject to an annual limit of  $9,500.
The  Company is required to match 50% of that portion of the participant's  pre-
tax contribution which does not exceed 6% of the participant's compensation. The
Company contributed $270,000 for the year ended December 31, 1996, $262,000  for
the  year ended December 31, 1995, and $273,000 for the year ended December  31,
1994.
     
     In  1994  the Company changed its profit sharing plan to a non-contributory
value  sharing plan.  Cash payments to all eligible employees are based  on  the
improvement  in  economic  value as well as a targeted  performance  factor  for
economic  value  added.   The Company incurred $0 expense  for  the  year  ended
December 31, 1996, $984,000 expense for the year ended December 31, 1995 and  $0
for the year ended December 31, 1994.
     

NOTE 9_EXECUTIVE RETIREMENT PLANS

      The  Company has individual retirement agreements with certain current and
prior executive officers which are intended to provide continued compensation to
such  individuals  or their respective beneficiaries upon  the  later  of  their
retirement  from the Company after attainment of sixty years of age  (fifty-five
years  of  age  for one plan participant) or attainment of sixty  years  of  age
(fifty-five  years  of  age for one plan participant) following  termination  of
employment,  or  upon  death  during the term  of  employment  (the  "triggering
events").   Subject  to vesting requirements, the retirement agreements  provide
for  the  payment  to  these individuals or their respective  beneficiaries,  of
annual  benefits  for a period of fifteen years following the  occurrence  of  a
triggering event.  The amount of annual benefits is adjusted annually to reflect
changes  in the cost of living.  The annual benefit amounts vest at the rate  of
10% per year.

      Additionally, the Company maintains an executive income continuation  plan
for the benefit of executive officers not covered under the agreements discussed
above.   The plan provides payments for fifteen years to such officers or  their
respective  beneficiaries  upon the later of an officer's  retirement  from  the
Company  after attainment of sixty years of age or attainment of sixty years  of
age  following  termination of employment, or upon  death  during  the  term  of
employment.   The annual retirement payment is the product of an annual  benefit
rate set by the Board of Directors ($3,333 for 1996) multiplied by the number of
years  of  employment,  up to a maximum of fifteen years,  and  as  adjusted  to
reflect  the  cost  of living changes during the payment period.   An  officer's
rights  under  the plan are fully vested after ten years of employment  or  upon
change in the controlling interest of the Company.
           
      The  company accounts for all retirement agreements under APB 12,  wherein
the  present value of the future benefits are accrued over the working lives  of
the individuals utilizing a 7% discount factor.

      In  connection with the individual agreements and the income  continuation
plan,  both  of  the  above  plans included in other noncurrent  liabilities  at
December   31,  1996  and  1995  is  $3,285,000  and  $3,136,000,  respectively,
representing the present value of the future benefits.liabili  Also, included in
accrued  expenses  at December 31, 1996 and December 31, 1995  is  $145,000  and
$31,000, respectively, representing the current portion of this liability.   The
Company intends to fund this obligation through life insurance contracts on  the
individual executives.  Included in Other assets at December 31, 1996  and  1995
is  $1,020,000 and $934,000, respectively, of cash surrender value in connection
with these policies.


NOTE 10_EMPLOYEE STOCK PURCHASE AND OPTION PLAN

     Under the Company's stock option plans, officers, directors, consultants
and key employees may be granted options to purchase the Company's common stock
at no less than 100% of the market price on the date the option is granted.
Options generally become exercisable over two to four years and have terms of
five or ten years.

Option activity in the Company's various option plans is summarized as follows:

                                                   Options Outstanding
                                                                 Weighted-
                                 Shares                           Average
                                reserved                           Option
                                for grant         Shares           price

Balance December 31, 1993         337,168        842,175        $      3.88
 Exercised                            ---         (1,500)              1.79
 Canceled                         136,000       (136,000)              4.05
 Granted                         (119,000)       119,000               2.60

Balance December 31, 1994         354,168        823,675        $      3.68
 Exercised outside the plan                       (1,000)              1.44
 Canceled                         206,000       (206,000)              3.40
 Canceled outside the plan                       (14,035)              1.85
 Granted                         (103,000)       103,000               2.95

Balance December 31, 1995         457,168        705,640        $      3.66
 Exercised                            ---        (48,000)              2.50
 Canceled                          30,000        (30,000)              3.30
 Granted                          (42,000)        42,000               4.39

Balance December 31, 1996         445,168        669,640        $      3.81

      As  of  December  31, 1996 options for 538,140 shares were exercisable  at
prices ranging from $1.44 to $8.25 per share.
      
      At  December  31,  1996, the range of exercise prices and weighted-average
remaining  contractual  life of outstanding options  was  $1.44-$8.25  and  6.12
years, respectively.
      
       The  Company also had an Employee Stock Purchase Plan.  This plan enabled
eligible employees to purchase the Company's Common Stock at the lower of 85% of
the fair market value on the first or the last day of each plan year. The number
of  shares  reserved for sale under this plan was 300,000, of which  all  shares
have  been  sold.  The Company does not intend to issue more shares  under  this
plan.

      In October 1995, the Financial Accounting Standards Board issued Statement
of   Financial  Accounting  Standards  No.  123,  "Accounting  for   Stock-Based
Compensation."   The  Company has adopted the disclosure-only  provisions.   Had
compensation  cost  for  the Company's stock option grants  and  employee  stock
purchase plan been determined consistent with SFAS 123, the Company's net income
and  earnings  per  share  would have been changed  to  the  pro  forma  amounts
indicated below:

                                            1996                1995
Net income (in 000s)   As reported       $    4,112         $     4,263
                       Pro forma              4,032               4,209

Earnings per share     As reported       $     0.25         $      0.26
                       Pro forma               0.24                0.26

     The effects of applying SFAS No. 123 in this pro forma disclosure are not
indicative of future amounts as compensation expense applicable to awards made
prior to 1995 are not considered.

     The fair value of stock options used to compute pro forma net income and
earnings per share disclosures is the estimated present value at grant date
using a Black-Scholes option-pricing model with the following weighted average
assumptions for 1996 and 1995:  Dividend yield of 0%; expected weighted average
volatility of 63.7%; a weighted average risk free interest rate of 5.9% and an
expected holding period of 9.3 years.  The weighted average values of the
options granted are $3.40 and $1.98 for 1996 and 1995, respectively.
      
      
NOTE 11_SUPPLEMENTARY CASH FLOW INFORMATION

                                               Year Ended December 31,
                                         1996          1995          1994
Supplemental disclosures of cash flow                              
information:
Cash paid during the year for:                                   
    Interest                         $   17,000    $  192,000    $  369,000
    Income taxes, net                 1,295,000     1,151,000       242,000
                                                                 

NOTE 12_GEOGRAPHIC SEGMENT DATA

     Comparative geographical data for the Company's operations is summarized as
follows:

                                         1996          1995            1994
Sales                                                            
United States                       $  22,017,000 $  23,832,000  $   21,282,000
   Italy                                3,404,000     3,385,000       2,781,000
   England                              2,661,000     2,646,000       2,578,000
   Germany                              2,225,000     2,175,000       1,997,000
   France                               1,773,000     1,813,000       1,830,000
   Belgium                              1,160,000     1,246,000       1,082,000
   Spain                                  822,000       822,000         823,000
   Other Europe                         1,779,000     1,431,000       1,387,000
       Total Europe                    13,824,000    13,518,000      12,478,000
   Japan                                3,578,000     3,838,000       4,106,000
   Korea                                  811,000       678,000         501,000
   Other Asia                             633,000       432,000         683,000
       Total Asia                       5,022,000     4,948,000       5,290,000
   Canada                               1,575,000     1,844,000       1,852,000
   Other Foreign                        1,866,000     1,618,000       1,601,000
     Total                          $  44,304,000 $  45,760,000  $   42,503,000
                                                                  
Operating income                                                  
United States                       $   2,305,000 $   3,052,000  $      877,000
   Italy                                 (214,000)      (60,000)        (72,000)
   England                                (65,000)      (92,000)        (78,000)
   Germany                                459,000       421,000         275,000
   France                                 443,000       394,000         287,000
   Belgium                                209,000       203,000          (1,000)
   Spain                                  122,000       150,000         110,000
   Other Europe                           407,000       207,000         118,000
       Total Europe                     1,361,000     1,223,000         639,000
   Japan                                  718,000       921,000          51,000
   Korea                                  117,000       135,000          60,000
   Other Asia                              68,000        20,000         179,000
       Total Asia                         903,000     1,076,000         290,000
   Canada                                 407,000       653,000         639,000
   Other Foreign                          360,000       145,000          97,000
     Total                              5,336,000     6,149,000       2,542,000
                                                                                
Unusual items                                 ---           ---      (5,750,000)
Inventory valuation adjustment                ---           ---        (750,000)
Other income(expenses), net                75,000      (315,000)       (354,000)
  Income (loss) before income taxes $   5,411,000 $   5,834,000   $  (4,312,000)
                                                                                
Total assets                                                      
United States                       $  41,021,000 $  38,059,000   $  37,272,000
Europe                                    937,000       702,000         882,000
     Total                          $  41,958,000 $  38,761,000   $  38,154,000


NOTE 13_WARRANTS AND STOCK PURCHASE RIGHTS

       The Company has issued to BFHI a warrant to purchase up to 730,720 shares
of Common Stock at the prevailing market price and has granted BFHI the right to
purchase  additional  Common Stock at a price identical to  any  new  issuances.
These agreements enable BFHI to maintain a minimum 51% ownership in the Company.

NOTE 14_SUBSEQUENT EVENT

      On January 24, 1997, the Company announced that it has signed a Memorandum
of  Understanding  ("the  Memorandum") with  American  Standard  Inc.("ASI"),  a
subsidiary  of American Standard Companies Inc., which contemplates  acquisition
of the Company by a subsidiary of ASI.  Pursuant to the Memorandum, each INCSTAR
common  share  would be converted into the right to receive $6.32 in  cash,  and
INCSTAR   would  become  a wholly-owned subsidiary of  ASI.   Under  the  merger
proposal,  INCSTAR  would become part of a newly formed  Medical  Systems  Group
within ASI.

     The Memorandum of Understanding has been approved by a Special Committee of
independent INCSTAR directors and the boards of directors of INCSTAR and ASI.

      The  proposed merger is subject to negotiation and execution  of  mutually
satisfactory definitive documentation, receipt by the Special Committee and  the
board  of directors of INCSTAR of a fairness opinion, approval of the definitive
merger agreement by the Special Committee and the boards of directors of INCSTAR
and  ASI, approval of the merger by the holders of a majority of the issued  and
outstanding  shares  of  INCSTAR  common stock,  and  receipt  of  all  required
regulatory approvals and material third party consents.

     The Merger Agreement further provides for the payment by the Company to ASI
of  a  $2.5  million  termination fee if the Company terminates  the  merger  as
defined in the Agreement.

      The  Company also announced that BFHI, the majority shareholder of INCSTAR
and  wholly  owned  subsidiary  of  Sorin, has  entered  into  a  Memorandum  of
Understanding  with  ASI  regarding  the  proposed  sale  of  Sorin's   European
Diagnostics  Division to ASI.  The Memorandum of Understanding between  ASI  and
INCSTAR  contemplates that the simultaneous closing of the  Sorin  sale  of  its
European Diagnostics Division will be a condition to the proposed merger.
<PAGE>
                                        
                          INDEPENDENT AUDITORS' REPORT
                                        
                                        
The Board of Directors and Shareholders of INCSTAR Corporation:

     We   have   audited  the  consolidated  financial  statements  of   INCSTAR
Corporation  and  subsidiaries  as listed in  the  accompanying  index  in  Item
14(a)(1) on page 24. In connection with our audits of the consolidated financial
statements, we also have audited the financial statement schedule as  listed  in
the accompanying index in Item 14(a)(2) on page 24. These consolidated financial
statements  and  financial  statement schedule are  the  responsibility  of  the
Company's  management.  Our responsibility is to express  an  opinion  on  these
consolidated financial statements and financial statement schedule based on  our
audits.
     
     We  conducted  our  audits in accordance with generally  accepted  auditing
standards. Those standards require that we plan and perform the audit to  obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence  supporting
the  amounts and disclosures in the financial statements. An audit also includes
assessing  the  accounting  principles used and significant  estimates  made  by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
     
      In  our  opinion, the consolidated financial statements referred to  above
present  fairly,  in  all material respects, the financial position  of  INCSTAR
Corporation  and subsidiaries as of December 31, 1996 and 1995, and the  results
of their operations and their cash flows for each of the years in the three-year
period ended December 31, 1996, in conformity with generally accepted accounting
principles. Also in our opinion, the related financial statement schedule,  when
considered in relation to the basic consolidated financial statements taken as a
whole,  presents  fairly,  in all material aspects, the  information  set  forth
therein.





                                                           KPMG Peat Marwick LLP
Minneapolis, Minnesota
January 24, 1997
<PAGE>

                 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
                      INCSTAR CORPORATION AND SUBSIDIARIES

<TABLE>
<CAPTION>
                                        
        Column A           Column B         Column C          Column D       Column E
                                                  Charged                        
                          Balance at   Charged      to                    Balance at the
                             the       to Costs    Other    Deductions_       End of
                         Beginning of     &      Accounts    (Describe)       Period
                            Period     Expenses  Describe
Allowance for doubtful                                                     
accounts receivable:                                                      
<S>                      <C>          <C>        <C>       <C>            <C>                            
Year ended December 31,                                                               
 1996                    $  107,000   $ 118,000  $   - -   $  35,000 (A)    $  190,000
                                                                                      
Year ended December 31,                                                               
 1995                       113,000      16,000      - -      22,000 (A)       107,000
                                                                                      
Year ended December 31,                                                               
 1994                       195,000      23,000      - -     105,000 (A)       113,000
                                                                                      
                                                           
<FN>
(A) Uncollectible accounts written off, net of recoveries
</FN>
</TABLE>
<PAGE>



SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this Form 10-K/A, amending the
registrant's Form 10-K for the fiscal year ended December 31, 1996, to be signed
on its behalf by the undersigned, thereunto duly authorized.


                                         INCSTAR CORPORATION

                                          
Dated:  May 19, 1997               By:   /s/ John J.Booth
                                         John J. Booth
                                         President