UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  FORM 10-QSB

               Quarterly Report Under Section 13 or 15(d) of the
                        Securities Exchange Act of 1934

                   For the quarter ended: September 30, 1995

                        Commission File Number: 0-18050

                         EAGLE PACIFIC INDUSTRIES, INC.
             (Exact name of Registrant as specified in its charter)

       Minnesota                                                     41-1642846
(State of Incorporation)                                  (IRS Employer ID No.)


                            2430 Metropolitan Centre
                             333 S. Seventh Street
                          Minneapolis, Minnesota 55402
                    (Address of principal executive offices)
              Registrant's telephone number, including area code:
                                 (612) 371-9650

                           BLACK HAWK HOLDINGS, INC.
         (Former name or former address, if changed since last report)

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 the number of shares  outstanding  of each of the  issuer's  classes of
common stock,  as of the latest  practicable  date:  4,080,440  shares of Common
Stock, $.01 par value per share, outstanding at November 10, 1995.






<PAGE>



EAGLE PACIFIC INDUSTRIES, INC. AND SUBSIDIARIES
(Formerly Black Hawk Holdings, Inc. and Subsidiaries)

INDEX

                                                        


PART 1 - FINANCIAL INFORMATION

                    Item 1 - Consolidated  Condensed  Balance Sheets - September
                    30, 1995 and December 31, 1994 (Unaudited) 

                    Consolidated  Condensed Statements of Operations - Three and
                    Nine Months Ended September 30, 1995 and 1994 (Unaudited)

                    Consolidated  Condensed  Statements  of  Cash  Flows  - Nine
                    Months Ended September 30, 1995 and 1994 (Unaudited)

                    Notes  to  Consolidated   Condensed   Financial   Statements
                    (Unaudited) 

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

PART II - OTHER INFORMATION

                    Item 6 - Exhibits and Reports on Form 8-K


<PAGE>



PART I - FINANCIAL INFORMATION

Item 1 - Financial Statements

EAGLE PACIFIC INDUSTRIES, INC. AND SUBSIDIARIES
(Formerly Black Hawk Holdings, Inc. and Subsidiaries)
<TABLE>
<CAPTION>

CONSOLIDATED CONDENSED BALANCE SHEETS (Unaudited)

ASSETS                                                                          SEPTEMBER 30, 1995          DECEMBER 31, 1994
                                                                                ------------------          -----------------
<S>                                                                             <C>                         <C>   

CURRENT ASSETS:

  Cash                                                                                $     273,599                   $       -

  Restricted cash                                                                           500,000                     500,000

  Accounts receivable                                                                     9,562,468                   4,018,700

  Inventories                                                                             8,737,326                   3,834,246

  Other                                                                                     286,855                      43,167
                                                                                       ------------                 -----------

         Total current assets                                                            19,360,248                   8,396,113

PROPERTY AND EQUIPMENT, net                                                               8,858,641                   6,616,910

OTHER ASSETS:

  Prepaid interest                                                                        3,056,230                           -

  Goodwill, net                                                                           3,235,085                   3,287,000

  Deferred financing costs, net                                                             573,931                     592,877

  Non-compete agreements, net                                                               251,750                           -

  Cash value of life insurance                                                              215,972                     188,272

  Other                                                                                           -                     100,000
                                                                                       ------------                ------------

                                                                                          7,332,968                   4,168,149
                                                                                       ------------                ------------

                                                                                        $35,551,857                 $19,181,172
                                                                                        ===========                 ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:

  Notes payable                                                                        $  8,888,338                 $   916,985

  Accounts payable                                                                        5,353,576                   2,038,490

  Accrued liabilities and other                                                             806,060                     554,607

  Current maturities of long-term debt                                                    2,962,819                     910,478
                                                                                        -----------                 -----------

         Total current liabilities                                                       18,010,793                   4,420,560
                                                                                        -----------                 -----------



LONG-TERM DEBT, net of current maturities                                                 5,848,180                   3,273,710

SUBORDINATED DEBT                                                                         6,328,250                   6,152,750

MINORITY INTEREST                                                                           480,209                     497,074

OTHER LONG-TERM LIABILITIES                                                                 244,424                     806,705

STOCKHOLDERS' EQUITY:

  Series A preferred stock, 7% cumulative dividend; convertible;

    $2 liquidation preference, no par value; authorized 2,000,000

    shares; issued and outstanding 1,383,500                                              2,767,000                   2,767,000

  Undesignated stock, $.01 par value 18,000,000 shares authorized;

    none issued and outstanding

  Common stock, par value $.01; authorized 30,000,000 shares;

    issued and outstanding 4,080,440 and 3,583,230 shares,respectively                       40,804                      35,832

  Additional paid-in capital                                                             32,649,356                  31,261,979

  Unearned compensation on stock options                                                  (229,761)                   (306,348)

  Accumulated deficit                                                                  (30,587,398)                (29,728,090)
                                                                                       ------------                ------------

         Total stockholders' equity                                                       4,640,001                   4,030,373
                                                                                       ------------                ------------

                                                                                        $35,551,857                 $19,181,172

                                                                                        ===========                 ===========

</TABLE>

See accompanying notes to consolidated condensed financial statements.


<PAGE>



EAGLE PACIFIC INDUSTRIES, INC. AND SUBSIDIARIES
(Formerly Black Hawk Holdings, Inc. and Subsidiaries)
<TABLE>
<CAPTION>

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (Unaudited)


                                                              THREE MONTHS ENDED                       NINE MONTHS ENDED
                                                                 SEPTEMBER 30                            SEPTEMBER 30
                                                                  1995 1994                                1995 1994
<S>                                                     <C>                 <C>                   <C>                  <C>   

NET SALES                                                $19,038,421         $ 9,504,417          $37,315,159          $26,306,004



COST OF GOODS SOLD                                        16,494,901           6,565,035           30,655,564           18,602,542
                                                         -----------

  Gross profit                                             2,543,520           2,939,382            6,659,595            7,703,462



OPERATING EXPENSES:

  Selling expenses                                         1,789,828           1,036,552            3,786,709            2,931,661

  General and administrative expenses                        499,657             405,281            1,559,853            1,201,430
                                                          ----------

                                                           2,289,485           1,441,833            5,346,562            4,133,091
                                                          ----------



OPERATING INCOME                                             254,035           1,497,549            1,313,033            3,570,371



OTHER INCOME (EXPENSE):

  Interest expense                                         (865,578)           (647,830)          (2,147,574)          (1,700,614)

  Minority interest in loss (income)                           6,650            (58,108)               16,865            (125,107)

  Other                                                       84,901               7,012              103,634               16,083
                                                        ------------

                                                           (774,027)           (698,926)          (2,027,075)          (1,809,638)
                                                        ------------



(LOSS) INCOME BEFORE TAXES                                 (519,992)             798,623            (714,042)            1,760,733



INCOME TAX PROVISION                                        (12,600)            (88,000)                    -            (134,000)
                                                         -----------



NET (LOSS) INCOME                                          (532,592)             710,623            (714,042)            1,626,733



PREFERRED STOCK DIVIDENDS                                   (48,421)            (48,422)            (145,266)            (144,866)
                                                         -----------



NET (LOSS) INCOME APPLICABLE TO

  COMMON STOCK                                           $ (581,013)          $  662,201          $ (859,308)           $1,481,867
                                                         ===========



NET (LOSS) INCOME PER COMMON AND

  COMMON EQUIVALENT SHARE:

  Primary                                                 $      (.14)          $      .14         $      (.22)           $      .34
                                                          ============          ==========         ============           ==========

  Fully diluted                                           $      (.14)          $      .12         $      (.22)           $      .27
                                                          ============          ==========         ============           ==========



AVERAGE NUMBER OF COMMON AND

  COMMON EQUIVALENT SHARES

  OUTSTANDING:

  Primary                                                  4,054,788           4,640,455            3,835,722            4,407,042
                                                          ==========

  Fully diluted                                            4,054,788           6,023,955            3,835,722            6,023,955
                                                          ==========

</TABLE>



See accompanying notes to consolidated condensed financial statements.

<PAGE>



EAGLE PACIFIC INDUSTRIES, INC. AND SUBSIDIARIES
(Formerly Black Hawk Holdings, Inc. and Subsidiaries)
<TABLE>
<CAPTION>

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)


                                                                                        NINE MONTHS ENDED SEPTEMBER 30
                                                                                              1995                   1994
<S>                                                                                     <C>                      <C>   

CASH FLOWS FROM OPERATING ACTIVITIES:

  Net (loss) income                                                                     $  (714,042)               $  1,626,733

  Adjustments necessary to reconcile net (loss) income

    to net cash (used in) provided by operating activities:

  (Gain) loss on sale of property and equipment                                                (544)                        106

  Depreciation and amortization                                                              909,737                    658,500

  Loan discount amortization                                                                 817,934                    175,500

  Minority interest                                                                         (16,865)                    125,107

  Change in operating assets and liabilities                                             (1,217,218)                (1,105,519)
                                                                                         -----------

         Net cash (used in) provided by operating activities                               (220,998)                  1,480,427



CASH FLOWS FROM INVESTING ACTIVITIES:

  Proceeds from sales of equipment                                                            14,700                          -

  Purchase of Pacific Plastics, Inc., net of cash acquired                               (4,695,270)                          -

  Purchase of property and equipment                                                       (321,417)                  (420,241)

  Principal collections on loans receivable                                                        -                     25,000
                                                                                          ----------

         Net cash used in investing activities                                           (5,001,987)                  (395,241)



CASH FLOWS FROM FINANCING ACTIVITIES:

  Issuance of preferred stock                                                                      -                     25,000

  Issuance of long-term debt                                                               1,961,624                          -

  Issuance of common stock                                                                    43,750                          -

  Payment of preferred stock dividends                                                     (145,266)                  (144,866)

  Payments on long-term debt                                                               (939,877)                  (602,058)

  Net borrowings (payments) on notes payable                                               4,576,353                  (500,000)
                                                                                           ---------

         Net cash provided by (used in) financing activities                               5,496,584                (1,221,924)
                                                                                           ---------



NET INCREASE (DECREASE) IN CASH AND CASH

  EQUIVALENTS                                                                                273,599                  (136,738)



CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                                   -                    414,704
                                                                                       -------------



CASH AND CASH EQUIVALENTS AT END OF PERIOD                                              $    273,599               $    277,966
                                                                                        ============



</TABLE>

See accompanying notes to consolidated condensed financial statements.



<PAGE>



EAGLE PACIFIC INDUSTRIES, INC. AND SUBSIDIARIES
(Formerly Black Hawk Holdings, Inc. and Subsidiaries)

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994 (Unaudited)


1.PRESENTATION

In the opinion of management,  the accompanying unaudited consolidated condensed
financial  statements  contain  all  adjustments   (consisting  of  only  normal
recurring  accruals) necessary to present fairly the financial position of Eagle
Pacific Industries,  Inc. and subsidiaries at September 30, 1995 and the results
of its operations for the three and nine month periods ended  September 30, 1995
and 1994 and its cash flows for the nine month periods ended  September 30, 1995
and 1994.  Certain  information and footnote  disclosures  normally  included in
consolidated financial statements prepared in accordance with generally accepted
accounting  principles have been condensed or omitted  pursuant to the rules and
regulations of the Securities  and Exchange  Commission.  Although the Company's
management  believes that the  disclosures  are adequate to make the information
presented not  misleading,  it is suggested  that these  consolidated  condensed
financial  statements be read in  conjunction  with the  consolidated  financial
statements  of the Company  included with its annual report on Form 10-K for the
year ended December 31, 1994.

                    On July 11, 1995,  the Company's  shareholders  approved the
                    change in the Company's name from Black Hawk Holdings,  Inc.
                    to Eagle Pacific Industries, Inc.

2.       ACQUISITION OF PACIFIC PLASTICS, INC.

         On July 10, 1995, the Company  acquired all of the  outstanding  common
         stock  of  Pacific  Plastics,   Inc.   (Pacific).   Pacific,   and  its
         wholly-owned   subsidiary,   Arrow  Pacific  Plastics,   Inc.,  extrude
         polyvinyl  chloride pipe and  polyethylene  tubing  products  which are
         marketed  primarily in the  Northwestern  United  States.  The purchase
         price of Pacific  was  $6,750,000  consisting  of  $4,350,000  in cash,
         $1,700,000  in the form of a note to the  previous  owners  of  Pacific
         (Sellers),  and 262,210 shares of the Company's  common stock valued at
         $700,000. In addition,  the Company paid $750,000 in cash to two of the
         Sellers in exchange for their agreement not to compete with the Company
         for five years.

         The  Company   financed   the  cash   portion  of  the   purchase   and
         noncompetition  agreements  from  borrowings on a new revolving  credit
         line (Revolver) and term loan (Term Loan) of $3,184,000 and $1,916,000,
         respectively.  Additional proceeds from the Revolver were used to repay
         Pacific's existing line of credit. The Revolver requires interest to be
         paid monthly at the bank's  reference  rate, as defined,  plus .5%. The
         Revolver  expires  December 31,  1996.  The Term Loan is due on June 1,
         2000, with interest  payable  monthly at the bank's  reference rate, as
         defined,  plus  .75%.  Principal  payments  on the  Term  Loan  are due
         quarterly  in the amount of $87,500 for the first 12 quarters  starting
         September 1, 1995,  and $212,500 for 8 quarters  starting  September 1,
         1998.  Both the  Revolver  and the  Term  Loan  are  subject  to a loan
         agreement   containing   standard   covenants,    representations   and
         warranties,  are  secured  by all of the  assets  of  Pacific  and  its
         subsidiary, except real property, and are guaranteed by the Company.

         The $1,700,000 note payable to the Sellers requires the Company to make
         36 monthly payments of principal and interest at a fixed rate of 9% per
         annum or aggregate  payments of $54,059 per month. The Sellers' note is
         an obligation of Pacific,  secured by the stock of Pacific  acquired by
         the Company and is guaranteed by the Company.

         The Company also  entered  into a three year and a two year  employment
         contract  with  two  of the  Sellers  whom  the  Company  entered  into
         noncompetition agreements. Such contracts provide for base salary and

<PAGE>



         standard  benefits.  In consideration for entering into such employment
         contracts,  the Company  granted each seller stock  options to purchase
         100,000 shares of the Company's common stock at $3.125 per share.

         This  acquisition  was  accounted  for  under  the  purchase  method of
         accounting.  The Company  included the results of operations of Pacific
         beginning July 1, 1995. The fair value of the assets  acquired less the
         liabilities  assumed  exceeded the purchase price by  $5,316,000.  This
         excess has been  recorded as a reduction to property and  equipment and
         Noncompete Agreements of $4,831,000 and $485,000, respectively.

         The following  unaudited  pro forma  condensed  combined  statements of
         operations  reflect the combined  operations of the Company and Pacific
         during the three  months ended  September  30, 1994 and the nine months
         ended  September 30, 1995 and 1994, as if the  acquisition had occurred
         at the beginning of 1994.  The unaudited pro forma  condensed  combined
         statements of operations may not necessarily reflect the actual results
         of  operations  of the  Company  which  would  have  resulted  had  the
         acquisition occurred as of the dates presented. The unaudited pro forma
         information  is  not  necessarily   indicative  of  future  results  of
         operations for the combined companies.
<TABLE>
<CAPTION>

                                                             Three Months Ended                Nine Months Ended September 30
                                                             ------------------                ------------------------------
                                                                September 30
                                                                ------------
                                                                    1994                       1995                      1994
                                                                    ----                       ----                      ----

<S>                                                                  <C>                       <C>                       <C>    
Revenues                                                              $17,570,000              $55,480,000               $50,247,000
Gross profit                                                            4,811,000                9,570,000                12,916,000
Net (loss) income                                                       1,505,000                 (485,000)                3,527,000
Net (loss) income applicable to common
stock                                                                   1,457,000                 (631,000)                3,382,000
Net (loss) income per common share                                           $.34                    $(.16)                     $.72
</TABLE>

3.       INVENTORY

         Inventory consists of the following:
<TABLE>
<CAPTION>

                                                                         September 30,           December 31,
                                                                             1995                   1994


<S>                                                                      <C>                   <C>   


Raw materials                                                             $3,120,707            $   978,660
Finished goods                                                             5,616,619             $2,855,586
                                                                           ---------             ----------
                                                                          $8,737,326             $3,834,246
                                                                          ----------             ----------

</TABLE>


4.       INCOME TAXES

         As of September 30, 1995,  the Company had incurred net operating  loss
         carryforwards  for federal tax purposes of  approximately  $44,000,000.
         These carryforwards expire in varying amounts between 1996 and 2008 and
         the utilization of these carryforwards may be limited by applicable tax
         regulations; in particular, Section 382 of the Internal Revenue Code.

5.       PREPAID INTEREST

          In March 1995, the Company entered into an agreement extinguishing the
          contingent  interest  agreement in exchange for  $1,500,000 in cash, a
          $1,200,000  noninterest bearing note due September 1, 1995, a $970,000
          noninterest  bearing  note due  September  1, 1996,  the  issuance  of
          210,000  shares of the  Company's  common  stock and the issuance of a
          three year warrant to purchase  100,000 shares of the Company's common
          stock.  The present  value of the total  consideration,  $4,134,000 is
          being amortized over the period the  Subordinated  Note is outstanding
          using the interest method.
<PAGE>

6.       STOCKHOLDER'S EQUITY

         During the first  quarter of fiscal 1995,  warrants for the purchase of
         25,000 shares of the Company's common stock were exercised at $1.75 per
         share.

         In connection with the agreement  extinguishing the contingent interest
         entered into in March 1995, the Company issued 210,000 shares of common
         stock and warrants to purchase  100,000 shares of the Company's  common
         stock at $3.00 per share.  The warrants are currently  exercisable  and
         expire in 1998. A value of $642,600 and $6,000 has been assigned to the
         common stock and warrants, respectively.

         In  connection  with the  acquisition  of Pacific,  the Company  issued
         262,210  shares of the Company's  common stock to the Sellers and stock
         options to purchase  100,000  shares of the  Company's  common stock at
         $3.125 per share.

7.       SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION AND NON-CASH
         FINANCING ACTIVITIES

         A summary of supplemental  cash flow information and noncash  financing
         activities for the nine months ended September 30, is as follows:
<TABLE>
<CAPTION>

                                                                         1995                     1994
                                                                         ----                     ----
<S>                                                                 <C>                       <C>  

Cash paid for interest including prepaid interest in
   connection with the agreement extinguishing the
  contingent interest                                                $ 2,773,181               $   971,168
Issuance of notes payable in connection with the
    agreement extinguishing the contingent interest                    1,985,325                        -
Issuance of common stock in connection with the
    agreement extinguishing the contingent interest                      642,600                        -
Value of warrants issued in connection with the
    agreement extinguishing the contingent interest                        6,000                        -
Issuance of common stock in connection with the
    acquisition of Pacific                                               700,000                        -
Issuance of notes payable in connection with the
    acquisition of Pacific                                             1,700,000                        -
</TABLE>


<PAGE>



Item 2 - Management's Discussion and Analysis

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

RESULTS OF OPERATIONS:

Net Sales - Net  sales  for the  three  months  ended  September  30,  1995 were
$19,038,000,  an increase of  $9,534,000  over net sales of  $9,504,000  for the
three  months  ended  September  30,  1994.  Net sales for the nine months ended
September 30, 1995 were  $37,315,000,  an increase of $11,009,000 over net sales
of $26,306,000  for the nine months ended  September 30, 1994.  This increase in
sales  was due to the  acquisition  of  Pacific  Plastics,  Inc.  (Pacific)  and
increases in selling prices.

Gross Profit - Gross profit as a percentage of net sales was 13.4% and 17.8% for
the three and nine months ended  September 30, 1995,  respectively,  compared to
30.9%  and  29.3%  for the  three and nine  months  ended  September  30,  1994,
respectively.  The  primary  reason  for the  decline  in the  gross  profit  is
fluctuating  polyvinyl  chloride (PVC) and polyethylene (PE) raw material prices
and the reaction of the plastic pipe market to these price  changes.  During the
first six months of 1995 raw material  prices  increased,  partly due to foreign
demand.  Since part of the price increase was derived from foreign markets,  the
Company was not able to fully  offset the raw material  price  increases to it's
domestic  customers.  During the most recent three month period ended  September
30, 1995, PVC and PE raw material prices  decreased  significantly.  To maintain
market  share,  the Company was required to lower its prices at the same rate as
raw material  price  changes.  As higher priced  inventory was sold at the lower
market prices,  gross profits decreased  significantly.  The Company has reduced
inventories  by over  one-third in an effort to better  relate  current  selling
prices and raw material costs.

Selling  Expenses  -  Selling  expenses  for the  three  and nine  months  ended
September 30, 1995 increased $753,000 and $855,000,  respectively, when compared
to the same periods in 1994. The increases in selling  expenses is primarily due
to the acquisition of Pacific and the increase in net sales described above. The
primary selling expenses, shipping and commissions, are based on a percentage of
gross sales.

General  and  Administrative  Expenses  - General  and  administrative  expenses
increased  by  $94,000  and  $358,000  during  the three and nine  months  ended
September 30, 1995, respectively, when compared to the same periods in 1994. The
increase  in  general  and  administrative  expenses  is  primarily  due  to the
acquisition  of  Pacific  and  higher  expenses  relating  to  professional  and
consulting services and employee compensation.

Interest  Expense - Interest  expense  increased by $218,000 and $447,000 during
the three and nine months ended September 30, 1995, respectively,  when compared
to the same periods in 1994.  The increase in interest  expense is primarily due
to higher levels of borrowings and increases in the prime rate.

Income  Taxes - The income tax  provision  for the three and nine  months  ended
September 30, 1995 and 1994 was calculated based upon  management's  estimate of
the annual  effective  rates.  The effective  income tax rate for fiscal 1995 is
lower than the statutory  rate because of the  Company's  net  operating  losses
could not be carried  back.  The  effective  income tax rate for fiscal  1994 is
lower than the  statutory  rate as a result of the  Company  having  federal net
operating loss carryforwards available to offset current federal taxable income.

Net (Loss)  Income - The  Company's net loss for the three and nine months ended
September  30,  1995  compared to the net income for the same period in 1994 was
primarily due to lower gross profit margins.

LIQUIDITY AND CAPITAL RESOURCES:

     Working  capital at  September  30,  1995 was  $1,349,000,  a  decrease  of
$2,627,000 from working capital of $3,976,000 at December 31, 1994. The decrease
in working  capital is primarily a result of the Company  paying  $1,500,000  in
cash and paying  $1,200,000 on a noninterest  bearing note due September 1, 1995
in connection with an agreement to fix the amount of the contingent interest due
under the subordinated  debt agreement.  The agreement also required the Company
to enter into a $970,000  noninterest  bearing note due September 1, 1996, issue
210,000  shares of the Company's  common stock,  and issue  warrants to purchase
100,000 shares of the Company's common stock at $3.00 per share.
<PAGE>

Net cash flows used in operating  activities  decreased by $1,701,000  from cash
provided  by  operating  activities  of  $1,480,000  for the nine  months  ended
September 30, 1994 to cash used in operating activities of $221,000 for the nine
months ended  September  30, 1995.  The decrease is primarily due to the Company
having a net loss of  $714,042  for the nine  months  ended  September  30, 1995
compared to the Company  having net income of $1,626,733  during the same period
in 1994, and an increase in prepaid interest related to the subordinated debt.

Net cash flows used in investing  activities totaled $5,002,000 and $395,000 for
the nine months ended September 30, 1995 and 1994, respectively. The increase is
primarily due to the acquisition of Pacific.

Net cash flows provided by financing  activities  total  $5,497,000 for the nine
months ended  September 30, 1995.  The primary  sources of cash were  additional
borrowings on the Company's  line of credit and the issuance of long-term  debt.
Net cash flows used in operating activities total $1,222,000 for the nine months
ended  September  30,  1994.  The  primary  uses of cash  were for  payments  on
long-term debt and note payable.

RECENT ACCOUNTING PRONOUNCEMENTS:

In October 1995, the Financial  Accounting  Standards Board issued  Statement of
Financial   Accounting   Standards   No.  123,   "Accounting   for   Stock-Based
Compensation,"  which requires  adoption of the  disclosure  provisions no later
than  fiscal  years  beginning  after  December  15,  1995 and  adoption  of the
recognition and measurement  provisions for  non-employee  transactions no later
than after  December 15, 1995.  The new standard  defines a fair value method of
accounting for stock options and other equity instruments.  Under the fair value
method,  compensation cost is measured at the grant date based on the fair value
of the award and is  recognized  over the service  period,  which is usually the
vesting period.

Pursuant to the new standard, companies are encouraged, but are not required, to
adopt the fair value method of accounting for employee stock-based transactions.
Companies are also permitted to continue to account for such transactions  under
Accounting  Principles  Board  Opinion No. 25,  "Accounting  for Stock Issued to
Employees,"  but  would  be  required  to  disclose  in a note to the  financial
statements pro forma net income and, if presented,  earnings per share as if the
company had applied the new method of accounting.

The  accounting  requirements  of the new method are  effective for all employee
awards  granted after the beginning of the fiscal year of adoption.  The Company
has not yet determined if it will elect to change to the fair value method,  nor
has it determined the effect the new standard will have on net (loss) income and
earnings (loss) per share should it elect to make such a change. Adoption of the
new standard will have no effect on the Company's cash flows.

PART II - OTHER INFORMATION

ITEM 1 - Legal Proceedings

    None


ITEM 2 - Changes in Securities

    None

<PAGE>

ITEM 3 - Defaults Upon Senior Securities

    None


ITEM 4 - Submission of Matter to a Vote of Security Holders

    None


ITEM 5 - Other Information

    None


ITEM 6 - Exhibits and Reports on Form 8-K

    Amendment dated September 23, 1995 to Form 8-K filed July 25, 1995.


<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 report to be signed on its
behalf by the undersigned thereunto duly authorized.

EAGLE PACIFIC INDUSTRIES, INC.


By  /s/ William H. Spell
    William H. Spell
    President

By  /s/ Bruce A. Richard
    Bruce A. Richard
    Chief Financial Officer


Dated: November 13, 1995


<PAGE>


                         EAGLE PACIFIC INDUSTRIES, INC.

                          EXHIBIT INDEX TO FORM 10-QSB
                      FOR QUARTER ENDED SEPTEMBER 30, 1995


Exhibit No.                       Description

27                                 Financial Data Schedule