SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                   FORM 10-Q
(Mark One)

_X_  QUARTERLY  REPORT  PURSUANT  TO  SECTION  13 OR 15(d)  OF THE  SECURITIES
     EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1996

                                      or

___  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR 15(d) OF THE  SECURITIES
     EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _____ TO ______

                        Commission File Number: 0-22352


                             HOLOPHANE CORPORATION
            (Exact name of registrant as specified in its charter)

        Delaware                                      31-1288751
(State or other jurisdiction of                    (I.R.S. Employer
incorporation or organization)                    Identification No.)


                             250 East Broad Street
                                  Suite 1400
                                Columbus, Ohio
                                     43215
                   (Address of principal executive offices)
                                (614) 224-3134
              Registrant's telephone number, including area code




     Indicate by check mark whether the  registrant  (1) has filed all reports
to be filed by Section 13 or Section 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 [ ]


     The  number of shares  outstanding  of  registrant's  Common  Stock as of
September 30, 1996: 11,523,192

<PAGE>

                             HOLOPHANE CORPORATION
                                   FORM 10-Q
                   FOR THE QUARTER ENDED SEPTEMBER 30, 1996


                                     INDEX




PART I.  FINANCIAL INFORMATION
         Condensed Consolidated Statements of Income for the three months
         ended September 30, 1996 and September 30, 1995 (unaudited).......  1

         Condensed Consolidated Statements of Income for the nine months
         ended September 30, 1996 and September 30, 1995 (unaudited).......  2

         Condensed Consolidated Balance Sheets as of September 30, 1996
         (unaudited) and December 31, 1995.................................  3

         Condensed Consolidated Statement of Cash Flows for the nine
         months ended September 30, 1996 and September 30, 1995
         (unaudited).......................................................  4

         Condensed Consolidated Statement of Stockholders' Equity as of
         September 30, 1996 (unaudited)....................................  5

         Notes to Condensed Consolidated Financial Statements..............  6

         Management Discussion and Analysis................................ 7-8

PART II  OTHER INFORMATION.................................................  9

         Signature......................................................... 10



<PAGE>



HOLOPHANE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
($ in thousands except per share data)


                                                       Three Month Period Ended
                                            ------------------------------------
                                                     September 30   September 30
                                                         1996           1995
--------------------------------------------------------------------------------

Net Sales                                                $ 51,288      $ 49,617
Cost of Goods Sold                                         30,919        30,172
                                                         --------      --------
Gross Margin                                               20,369        19,445
Selling and Administrative Expenses                         9,551         8,929
Research and Development                                    1,325         1,384
Other Expenses                                                100            96
                                                         --------      --------
Operating Income                                            9,393         9,036
Interest Expense                                              544           705
Interest Income                                              (134)         (169)
                                                         --------      --------
Income Before Income Taxes                                  8,983         8,500
Provision for Income Taxes                                  3,341         3,242
                                                         --------      --------
Net Income                                               $  5,642      $  5,258
===============================================================================
Earnings Per Common Share                                $   0.48      $   0.45
-------------------------------------------------------------------------------
Weighted Average Number of Shares Outstanding              11,717        11,740
-------------------------------------------------------------------------------


The accompanying notes are an integral part of these financial statements.

                                     -1-

<PAGE>





HOLOPHANE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
($ in thousands except per share data)

 
                                                        Nine Month Period Ended
                                                        -----------------------
                                                     September 30   September 30
                                                         1996           1995
--------------------------------------------------------------------------------

Net Sales                                              $ 133,949      $ 137,202
Cost of Goods Sold                                        82,484         83,520
                                                       ---------      ---------
Gross Margin                                              51,465         53,682
Selling and Administrative Expenses                       27,835         26,845
Research and Development                                   4,118          4,036
Other Expenses                                               206            283
                                                       ---------      ---------
Operating Income                                          19,306         22,518
Interest Expense                                           1,682          2,221
Interest Income                                             (416)          (416)
                                                       ---------      ---------
Income Before Income Taxes                                18,040         20,713
Provision for Income Taxes                                 6,805          8,036
                                                       ---------      ---------
Net Income                                             $  11,235      $  12,677
================================================================================
Earnings Per Common Share                              $    0.96      $    1.09
--------------------------------------------------------------------------------
Weighted Average Number of Shares Outstanding             11,751         11,603
--------------------------------------------------------------------------------


The accompanying notes are an integral part of these financial statements.


                                     -2-

<PAGE>



HOLOPHANE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
($ in thousands)                                     (Unaudited)
                                                    September 30     December 31
                                                        1996            1995
--------------------------------------------------------------------------------
Assets
--------------------------------------------------------------------------------
Cash and Equivalents                                   $6,004            $13,356
Receivables                                            31,534             24,849
Inventory                                              15,556             13,530
Other Current Assets                                    4,133              4,350
--------------------------------------------------------------------------------
Total Current Assets                                   57,227             56,085
--------------------------------------------------------------------------------
Plant, Property and Equipment, Net                     38,979             35,582
Intangibles                                            19,803             17,424
Other Assets                                            4,082              1,688
--------------------------------------------------------------------------------
Total Assets                                         $120,091           $110,779
================================================================================
Liabilities and Stockholders' Equity
--------------------------------------------------------------------------------
Trade Payables                                        $12,436             $9,408
Other Current Liabilities                              20,410             20,633
Long Term Debt                                         19,139             25,091
Other Long Term Liabilities                             5,685              5,258
Stockholders'  Equity                                  62,421             50,389
--------------------------------------------------------------------------------
Total Liabilities and Stockholders' Equity           $120,091           $110,779
================================================================================



The accompanying notes are an integral part of these financial statements.

                                     -3-


<PAGE>



HOLOPHANE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited $ in thousands)
                                                       Nine Month Period Ended
                                                     September 30   September 30
                                                         1996            1995
--------------------------------------------------------------------------------

Net cash flow provided by operating activities:          $ 11,894      $ 11,070
--------------------------------------------------------------------------------
Investing activities:
  Investment in subsidiary                                 (6,095)            0
  Capital expenditures                                     (3,672)       (7,298)
                                                         --------      --------
Net cash used in investing activities                      (9,767)       (7,298)
--------------------------------------------------------------------------------
Financing activities:
  Principal payments of long term debt                     (8,988)       (6,248)
  Purchase of treasury shares                              (1,871)            0
  Proceeds from the sale of common stock                    1,346             0
                                                         --------      --------
Net cash used in financing activities:                     (9,513)       (6,248)
--------------------------------------------------------------------------------
Effects of exchange rate changes on cash:                      34           (18)
--------------------------------------------------------------------------------
Net decrease in cash and equivalents:                      (7,352)       (2,494)
--------------------------------------------------------------------------------
Cash and equivalents at beginning of period:               13,356        11,473
--------------------------------------------------------------------------------
Cash and equivalents at end of period:                   $  6,004      $  8,979
--------------------------------------------------------------------------------


The accompanying notes are an integral part of these financial statements.



                                     -4-


<PAGE>

<TABLE>

 HOLOPHANE CORPORATION AND SUBSIDIARIES
 CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
 (Unaudited $ in thousands)


                                      Common Stock         Additional                 Treasury Stock      Cumulative
                                  ---------------------     Paid-in      Retained    ------------------   Translation  Stockholders'
                                   Shares         Amount    Capital      Earnings    Shares      Amount   Adjustments      Equity
------------------------------------------------------------------------------------------------------------------------------------
<S>                               <C>               <C>     <C>          <C>        <C>         <C>         <C>            <C>    
Balance at December 31, 1995      11,895,861        $119    $42,969      $14,059    425,148     ($4,529)    ($2,229)       $50,389
------------------------------------------------------------------------------------------------------------------------------------
   Net income for the period                                              11,235                                            11,235
   Shares used in acquisition                                   780                (121,629)      1,363                      2,143
   Purchase of treasury shares                                                      105,000      (1,871)                    (1,871)
   Stock options exercised                                      (14)                (35,850)        397                        383
   Translation adjustments                                                                                      142            142
------------------------------------------------------------------------------------------------------------------------------------

Balance at September 30, 1996     11,895,861        $119    $43,735      $25,294    372,669     ($4,640)    ($2,087)       $62,421
------------------------------------------------------------------------------------------------------------------------------------

</TABLE>


The accompanying notes are an integral part of these financial statements.


                                     -5-
<PAGE>



                    HOLOPHANE CORPORATION AND SUBSIDIARIES

             Notes to Condensed Consolidated Financial Statements



Basis of Presentation - The condensed  consolidated  financial  statements for
the periods presented have been prepared by the Company, without audit. In the
opinion of management,  all  adjustments,  which include only normal recurring
adjustments,  necessary to present fairly the financial  position,  results of
operations,  changes in stockholders' equity and changes in cash flows for all
periods presented have been made.

Certain  information and footnote  disclosures  normally included in financial
statements   prepared  in  accordance  with  generally   accepted   accounting
principles  have been  condensed  or  omitted.  These  consolidated  financial
statements  should be read in  conjunction  with the financial  statements and
notes  thereto  included in the  Company's  December 31, 1995 annual report on
Form 10-K. The results of operations for the nine month period ended September
30, 1996 are not necessarily  indicative of the operating results for the full
year.

Classification of Inventory
---------------------------
(in thousands)


                                   (Unaudited)
                                  September 30,    December 31,
                                      1996             1995
                                  -------------    ------------

Raw Materials                         $8,647           $8,239
Work in Process                        4,616            3,613
Finished Goods                         3,000            2,143
                                     -------          -------
Total                                 16,263           13,995
Less Valuation Allowance                (707)            (465)
                                     -------          -------                
Total                                $15,556          $13,530
                                     =======          =======



                                     -6-
<PAGE>



MANAGEMENT DISCUSSION AND ANALYSIS


Comparison of Third Quarter 1996 to Third Quarter 1995

Third quarter 1996 includes the results of operations for  MetalOptics,  Inc.,
acquired  in  September  1996.  The  Company  acquired  all  of the  stock  of
MetalOptics  for $6.4  million  of cash  and $1.2  million  of  common  stock.
MetalOptics  designs,  manufacturers  and  markets  high-efficiency  specialty
fluorescent lighting fixtures.

Worldwide net sales for the third quarter of 1996 were $51.3 million,  up $1.7
million,  or 3.4% from third quarter 1995. U.S. sales increased 8% compared to
1995  principally  due to growth in  Antique  Street  Lamps  business  and the
addition of  MetalOptics.  European  sales in local currency were down 3% from
prior year reflecting soft business conditions in the U.K. Canadian sales were
down 40% in local currency in 1996 due  principally  to a significant  highway
infrastructure project that shipped in 1995 but did not recur in 1996.

Operating  income was $9.4  million as compared to $9.0  million in 1995.  The
increase in operating income was due to higher sales volume,  partially offset
by higher operating expenses.

The $0.2  million  decrease in interest  expense was due to lower  outstanding
debt balances and lower average interest rates.

Third  quarter net income and  earnings per common share were $5.6 million and
$0.48, respectively, in 1996, compared to $5.3 million and $0.45 in 1995.



Comparison of First Nine Months 1996 to First Nine Months 1995

Net sales for the 1996  period were $133.9  million,  down $3.3  million or 2%
from the same  period in 1995.  U.S.  sales  were flat with  prior year due to
severe  weather  conditions in North America  during the first quarter of 1996
that  delayed   construction   projects  and  softness  in  new  retail  store
construction.  In local currencies,  European sales have increased 2% compared
to the prior year period.  Canadian  sales have  declined 35% compared to 1995
due to poor weather  conditions  during the first  quarter of 1996 and reduced
business volume in the highway infrastructure market.

Operating  income in 1996 was $19.3 million compared to $22.5 million in 1995.
The decline in operating  income is due to lower  volume and  slightly  higher
operating expenses in 1996.

Interest  expense was $1.7  million in 1996  compared to $2.2 million in 1995.
The decline in interest expense is due to lower  outstanding debt balances and
lower average interest rates.

Net income and  earnings  per common  share for the first nine  months of 1996
were $11.2  million and $0.96,  respectively,  compared  to $12.7  million and
$1.09 in 1995.

                                     -7-


<PAGE>



Capital Resources, Liquidity and Other

Working  capital was $24.4 million as of September 30, 1996, down $1.7 million
from  year-end  1995  due to  volume  related  increases  in  receivables  and
inventories  that were more than  offset by reduced  cash and  higher  current
liabilities.

Cash on hand, funds generated from operations and amounts  available under the
Credit Agreement are expected to adequately  fulfill  Holophane's  anticipated
requirements for the remainder of 1996.


"Safe Harbor" Statement under the Private Securities  Litigation Reform Act of
1995:  Except for historical  information  contained  herein,  the matters set
forth in this filing constitute  forward-looking statements that are dependent
on certain risks and  uncertainties  including such factors,  among others, as
weather  conditions  throughout  the remainder of the fiscal year, the general
state of the  national  economy  and other  risks  detailed  in the  Company's
Securities Exchange Act of 1934 filings.



                                     -8-

<PAGE>



PART II.   OTHER INFORMATION


ITEM 1.    Legal Proceedings
           -----------------
           Not Applicable.

ITEM 2.    Changes in Securities
           ---------------------
           Not Applicable.

ITEM 3.    Defaults Upon Senior Securities
           -------------------------------
           Not Applicable.

ITEM 4.    Submission of Matters to a Vote of Security Holders
           ---------------------------------------------------
           None.

ITEM 5.    Other Information
           -----------------
           Not Applicable.

ITEM 6.    Exhibits and Reports on Form 8-K
           --------------------------------
           Not Applicable.



                                     -9-


<PAGE>



                                   SIGNATURE



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




                                                   HOLOPHANE CORPORATION
                                                        (Registrant)



DATE:   October 17, 1996                    /s/ Bruce A. Philp
                                            ----------------------------
                                                Bruce A. Philp
                                                Vice President, Finance and
                                                Chief Financial Officer



                                     -10-