<PAGE>
 
                        SECURITIES & EXCHANGE COMMISSION

                              Washington, DC 20549

                                   FORM 10-Q


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


                      For Quarter Ended September 30, 1997

                        Commission File Number:  0-21345


                             CONTROL DEVICES, INC.
                     -------------------------------------
               (Exact name of Registrant as specified in Charter)



            Indiana                                      01-0490335
-------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. employer identification No.)
incorporation of organization


228 Northeast Road Standish, Maine                         04084
----------------------------------------    ------------------------------------
(Address of principal executive offices)                (Zip Code)

The Company's telephone number, including area code:  (207) 642-4535

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 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.

Common Shares, no par value: 4,965,717 shares as of October 15, 1997.
<PAGE>
 
                             CONTROL DEVICES, INC.
                                        
                                     INDEX

<TABLE>
<CAPTION>
                                                                                               Page(s)
                                                                                               -------
<S>                                                                                            <C>
PART I:  FINANCIAL INFORMATION
------------------------------

ITEM 1:  FINANCIAL STATEMENTS

Balance Sheets as of September 30, 1997 (Unaudited) and December 31, 1996                        3
 
Statements of Income (Unaudited) for the Three and Nine Months Ended                              
 September 30, 1997 and 1996                                                                      4

Statement of Shareholders' Equity (Unaudited) for the Nine Months Ended            
 September 30, 1997 and 1996                                                                      5

Statements of Cash Flows (Unaudited) for the Nine Months Ended
 September  30, 1997 and 1996                                                                    6-7                         

Notes to Financial Statements                                                                    8-10

ITEM 2:  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION 
          AND RESULTS OF OPERATIONS                                                             11-13

PART II:  OTHER INFORMATION
---------------------------

ITEMS 1-5:  OTHER INFORMATION                                                                     14

ITEM 6:  EXHIBITS AND REPORTS ON FORM 8-K                                                         14

SIGNATURES                                                                                        14
----------
</TABLE>

                                       2
<PAGE>
 
                             CONTROL DEVICES, INC.
                             ---------------------
 
                          CONSOLIDATED BALANCE SHEETS
                          ---------------------------
 
          (Amounts in thousands, except share and per share amounts)

<TABLE> 
<CAPTION> 
                                                                      September 30,   December 31,
                                                                          1997            1996
                                                                   ---------------- --------------
                                   ASSETS                            (Unaudited)
                                   ------     
<S>                                                                <C>              <C> 
CURRENT ASSETS:
  Cash and cash equivalents                                           $ 8,423           $ 6,238
  Receivables, less allowance for doubtful accounts of $495 and $467,
    respectively                                                       10,904             9,475
  Inventories                                                           6,364             5,943
  Other current assets                                                  1,263             1,431
                                                                      -------           ------- 
    Total current assets                                               26,954            23,087
                                
PROPERTY, PLANT AND EQUIPMENT, net                                     14,089            13,484
GOODWILL, net                                                           7,520             7,672
                                                                      -------           -------  
                                                                      $48,563           $44,243
                                                                      =======           ======= 
 
               LIABILITIES AND SHAREHOLDERS' EQUITY
               ------------------------------------
CURRENT LIABILITIES:
  Current portion of long-term debt                                   $   637           $   713
  Short-term debt                                                         221               482
  Accounts payable                                                      4,793             4,691
  Accrued employee benefits                                             4,514             4,809
  Accrued expenses                                                      3,102             1,631
                                                                      -------           -------   
    Total current liabilities                                          13,267            12,326
                                
LONG-TERM DEBT                                                            689             1,320
 
OTHER LIABILITIES                                                       2,065             2,268
 
COMMITMENTS AND CONTINGENCIES (Note 3)
 
SHAREHOLDERS' EQUITY:
  Common Shares, no par value; 16,000,000 authorized and 4,963,249
    issued and outstanding                                             19,917            19,917
  Foreign currency translation adjustment                                (540)             (314)
  Retained earnings                                                    13,165             8,726
                                                                      -------           -------    
    Total shareholders' equity                                         32,542            28,329
                                                                      -------           -------    
                                                                      $48,563           $44,243
                                                                      =======           =======    
</TABLE> 

     The accompanying notes are an integral part of these balance sheets.

                                       3
<PAGE>
 
                             CONTROL DEVICES, INC.
                             ---------------------

                      CONSOLIDATED STATEMENTS  OF INCOME
                      ---------------------------------- 

     (Amounts in thousands of dollars, except share and per share amounts)
                                  (UNAUDITED)
 

<TABLE> 
<CAPTION> 
                                 Three Months ended      Nine Months ended
                                     September 30,          September 30,    
                                  1997         1996          1997      1996  
                               ------------ -----------   ----------  ---------
 <S>                           <C>          <C>           <C>         <C>     
Net sales                        $   16,042  $   15,979   $   52,140  $  44,158
                                                                         
Cost of sales                        10,456      10,443       33,036     28,313
                               ------------ -----------   ----------  ---------
     Gross profit                     5,586       5,536       19,104     15,845
                                                                         
                               ------------ -----------   ----------  ---------

Selling, general and                  
 administrative expenses              2,438       2,681        8,245      6,838                                    
Research and development              1,073       1,019        3,363      2,898
                               ------------ -----------   ----------  ---------
                                      3,511       3,700       11,608      9,736
                               ------------ -----------   ----------  ---------
     Operating income                 2,075       1,836        7,496      6,109
                                                                          
Interest expense                         92         502          239      1,329
                               ------------ -----------   ----------  ----------
                                                                          
     Income before income                                                       
      taxes                           1,983       1,334        7,257      4,780 

Income tax provision                    769         453        2,818      1,774
                               ------------ -----------   ----------  ---------
                                                                         
     Net income                       1,214         881        4,439      3,006 

Preferred share dividends                 -          66            -        198
                                                                            
     Net income applicable       
     to common shareholders      $    1,214  $      815   $    4,439  $   2,808                                           
                               ============ ===========   ==========  =========
 Earnings per share              $     0.24  $     0.32   $     0.87  $    1.10 
                               ============ ===========   ==========  =========
                                                                           
Weighted average number of                                                 
 common shares and                                                         
  equivalents outstanding         5,124,282   2,564,094    5,092,615  2,564,094
</TABLE> 
                                                                          
       The accompanying notes are an integral part of these statements.


                                       4
<PAGE>
 
                             CONTROL DEVICES, INC.
                             ---------------------

                CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
 
             FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997 and 1996
 
                            (Amounts in thousands)
 
                                  (UNAUDITED)
 
<TABLE> 
<CAPTION>  
                                                                                  Foreign
                                                    Class A  Class B             Currency
                                           Common   Common   Common             Translation   Retained
                                           Shares   Shares   Shares   Warrants  Adjustment    Earnings   Total
                                           ------   -------  -------  --------  -----------   --------   ----- 
<S>                                        <C>      <C>      <C>      <C>       <C>           <C>        <C> 
BALANCE, at December 31, 1995              $   -    $  520   $  145   $  180      $   -       $ 4,660    $ 5,505
                                               
Net Income                                     -        -        -        -           -         2,808      2,808
                                               
Foreign currency translation adjustment        -        -        -        -         (259)          -        (259)
                                           -------  -------  -------  --------  -----------   --------   -------- 
BALANCE, at September 30, 1996             $   -    $  520   $  145   $  180      $ (259)     $ 7,468    $ 8,054
                                           =======  =======  =======  ========  ===========   ========   ======== 
 
BALANCE, at December 31, 1996              $19,917  $  -     $  -     $  -        $ (314)     $ 8,726    $28,329
 
Net Income                                     -       -        -        -            -         4,439      4,439
 
Foreign currency translation adjustment        -       -        -        -          (226)          -        (226)
                                           -------  -------  -------  --------  -----------   --------   --------  
BALANCE, at September 30, 1997             $19,917  $  -     $  -     $  -        $ (540)     $13,165    $32,542
                                           =======  =======  =======  ========  ===========   ========   ========  
</TABLE>

       The accompanying notes are an integral part of these statements.


                                       5
<PAGE>
 
                             CONTROL DEVICES, INC.
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (Amounts in thousands)
                                  (UNAUDITED)

<TABLE> 
<CAPTION> 
                                                                                  Nine Months Ended
                                                                                     September 30,
                                                                              1997                  1996
                                                                         --------------        -------------    
<S>                                                                      <C>                   <C>                            
CASH FLOWS FROM OPERATIONS:
  Net income                                                                    $ 4,439              $ 3,006
  Adjustments to reconcile net income to cash provided by operations:    
     Depreciation and amortization                                                1,801                1,546 
     Deferred income taxes                                                          (56)                 530 
     Amortization of debt discount                                                    -                   17 
     Changes in assets and liabilities:                                                                      
     (Increase) decrease in receivables                                         (2,025)               (1,317) 
     (Increase) decrease in inventories                                           (757)                  384          
     (Increase) decrease in other current assets                                   (58)                 (261)
     Increase (decrease) in accounts payable                                       584                (1,112)
     Increase (decrease) in accrued employee benefits                              (28)                  895 
     Increase (decrease) in accrued expenses                                     1,508                  (349)
     Increase (decrease) in other long-term liabilities                            117                    95 
                                                                                                             
                                                                         -------------         ------------- 
          Cash provided by operations                                            5,525                 3,434 
                                                                         -------------         ------------- 
CASH FLOWS FROM INVESTING ACTIVITIES:                                                                        
  Acquisition of RDI (including transaction fees and                                                         
     expenses), net of cash acquired                                                 -                (7,232)
  Capital expenditures                                                          (2,532)               (1,756)
                                                                                                              
                                                                         -------------         ------------- 
          Cash used in investing activities                                     (2,532)               (8,988) 
                                                                         -------------         -------------  
                                                                                                             
CASH FLOWS FROM FINANCING ACTIVITIES:                                                                        
  Repayment of debt                                                               (599)               (2,314)
  Net change in short-term debt                                                   (201)                   55  
                                                                         -------------         -------------     
          Cash used in financing activities                                       (800)               (2,259) 
                                                                         -------------         -------------  
                                                                                                             
EFFECT OF EXCHANGE RATES ON CASH                                                    (8)                    4  
                                                                         -------------         -------------  
                                                                                                             
  Increase (decrease) in cash and cash equivalents                               2,185                (7,809)
                                                                                                             
  CASH AND CASH EQUIVALENTS, beginning of period                                 6,238                10,459 
                                                                                                              
                                                                         -------------         -------------    
  CASH AND CASH EQUIVALENTS, end of period                                     $ 8,423               $ 2,650 
                                                                         =============         =============  
 </TABLE>                                                                

                                       6
<PAGE>
 
SUPPLEMENTAL CASH FLOW INFORMATION:

<TABLE>
<CAPTION>
                                  Nine Months Ended
                                     September 30,
                                 1997          1996
                               ----------   ----------
<S>                            <C>          <C>
Cash paid for interest           $   235      $ 1,793
Cash paid for income taxes       $ 2,432      $ 1,526
</TABLE>

       The accompanying notes are an integral part of these statements.

                                       7
<PAGE>
 
                             CONTROL DEVICES, INC.
                             ---------------------

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------

  (All information as of September 30, 1997 and for the three and nine months
               ended September 30, 1997 and 1996 is unaudited.)

(1)  Organization and Basis of Presentation:
     ---------------------------------------

     Control Devices, Inc. ("CDI"), designs, manufactures and markets circuit
     breakers, electronic ceramic components parts and electronic sensors used
     by original equipment manufacturers ("OEMs") in the automotive, appliance
     and telecommunications markets. On April 1, 1996, CDI purchased
     Realisations et Diffusion pour l'industrie ("RDI"), which distributes these
     and other products in the Northern European market from its headquarters
     near Paris, France. The accompanying financial statements include the
     results of CDI and RDI from the date of acquisition. The "Company" refers
     to both CDI and RDI unless the context otherwise requires.

     The consolidated balance sheet as of September 30, 1997, the consolidated
     statements of operations for the three and nine months ended September 30,
     1997 and 1996, and the consolidated statements of shareholders' equity and
     cash flows for the nine months ended September 30, 1997 and 1996 have been
     prepared by the Company and are unaudited. In the opinion of management,
     all adjustments necessary to present fairly the financial position, results
     of operations and cash flows at September 30, 1997 and 1996 have been made
     and all such adjustments are of a normal recurring nature. The accounting
     policies followed during the interim periods reported on are in conformity
     with generally accepted accounting principles and are consistent with those
     applied for annual periods. The results of operations for the three and
     nine month periods ended September 30, 1997 and 1996 are not necessarily
     indicative of the operating results for the full year.


(2)  Debt:
     -----

     Debt consists of the following as of September 30, 1997 and December 31,
     1996 (in thousands):

<TABLE> 
<CAPTION> 
                                                       1997        1996
                                                     --------    --------
          <S>                                        <C>         <C> 
          RDI Notes                                  $   738     $ 1,108
          RDI fixed rate loans                           588         925
          RDI short-term debt                            221         482
                                                     --------    -------- 
                                               
           Total debt                                $ 1,547     $ 2,515

          Less: Current portion of long-term debt        637         713
                Short-term debt                          221         482
                                                     --------    -------- 

           Total long-term debt                      $   689     $ 1,320
                                                     ========    ======== 
</TABLE> 

     The outstanding notes, issued by CDI in connection with the acquisition of
     RDI (the "RDI Notes"), bear interest at 8% per annum and are due in three
     equal annual installments commencing on April 1, 1997. CDI has the right to
     prepay the RDI Notes at any time without premium.

                                       8
<PAGE>
 
     The RDI fixed rate loans bear interest at the weighted average rate of 7.7%
     and are secured by certain assets of RDI.
 
     On October 8, 1996, Fleet Bank of Maine ("Fleet Bank") and the Company
     entered into an agreement, pursuant to which Fleet Bank has agreed to
     provide a $15.0 million revolving line of credit facility to the Company to
     fund strategic acquisitions and, if needed, for working capital. The
     facility has a maturity date of September 30, 1998. The facility has three
     interest rate options consisting of (i) Fleet Bank's prime rate for daily
     rate borrowings, (ii) Fleet Bank's cost of funds rate plus 1.5% for
     borrowings of 30 days or less, or (iii) the corresponding London Interbank
     Offering Rate (LIBOR) plus 1.5% for borrowings of 30, 60, 90 or 180 days.
     The line of credit is unsecured and contains certain financial and other
     covenants including but not limited to, minimum tangible net worth, debt to
     net worth, and minimum cash flow coverage. The financial covenants are to
     be met on a quarterly basis. The Company is in compliance with all
     covenants as of September 30, 1997 and believes that the covenants will not
     restrict its future operations. To date, there have been no borrowings
     under this line of credit facility.

     RDI has various credit facilities available to it totaling $0.8 million
     with rates ranging from 0.5% to 1.0% over the Paris Inter-Bank Offered
     Rate. As of September 30, 1997, RDI had borrowings aggregating $0.2 million
     under these facilities.

(3)  Commitments and Contingencies:
     ------------------------------

     The Company has various claims and contingent liabilities arising in the
     ordinary conduct of business. In the opinion of management, they are not
     expected to have a material adverse effect on the financial position of the
     Company.

(4)  Inventories:
     ------------

     Inventories are stated at the lower of cost or market value. Cost of
     inventories is determined by the first-in, first-out ("FIFO") method of
     inventory valuation. Classes of inventories as of September 30, 1997 and
     December 31, 1996 are as follows (in thousands):

<TABLE> 
<CAPTION> 
                                            1997        1996
                                          --------    -------- 
          <S>                             <C>         <C> 
          Raw materials and supplies      $ 1,271     $ 1,163
          Work - in - process               1,347         941
          Finished goods                    3,746       3,839
                                          --------    -------- 
                                          $ 6,364     $ 5,943
                                          ========    ======== 
</TABLE> 

                                       9
<PAGE>
 
(5)  Statement of Financial Accounting Standards:
     --------------------------------------------
 
     SFAS No. 128, Earnings per Share, was released in February 1997. The
     standard will be adopted for 1997 year-end reporting purposes. The standard
     will require the restatement of prior years' earnings per share. While
     early adoption is not permitted, disclosure of the effect of the adoption
     of the standard is required. If the standard were applied to the three and
     nine month periods ended September 30, 1997 and 1996, the earnings per
     share would be as follows:

<TABLE>
<CAPTION>
 
                                       Three Months Ended     Nine Months Ended
                                          September 30,          September 30,
                                       1997         1996     1997         1996
                                     -------      --------  -------     --------
<S>                                  <C>          <C>       <C>         <C> 
Basic earnings per common share        $0.24        $0.32      $0.89       $1.10
Diluted earnings per common share      $0.24        $0.32      $0.87       $1.10
</TABLE>

                                       10
<PAGE>
 
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS

THREE MONTHS ENDED SEPTEMBER 30, 1997 COMPARED TO THREE MONTHS ENDED SEPTEMBER
30, 1996

Net sales remained at $16.0 million for the three months ended September 30,
1997.  As a result of growth in the automotive sensor and ceramic product areas,
domestic sales offset currency related declines in European sales. Sensor sales
increased 52.0% to $3.0 million for the three months ended September 30, 1997,
as a result of increased twilight and steering sensor shipments.  Ceramic sales
increased 8.8% to $1.6 million for the three months ended September 30, 1997
from $1.4 million in 1996 primarily due to increased Personal Communication
System (PCS) related orders.

Gross profit in the three months ended September 30, 1997 was $5.6 million, an
increase of $0.1 million, or 0.9%, compared to the same period in 1996.  As a
percentage of net sales, gross profit in the three months ended September 30,
1997 was 34.8% as compared to 34.6% for the same period in 1996. Gross margins,
although roughly equaling 1996 as a percent of sales, were below the first half
of 1997 as the ramp up of a number of new products began in the three months
ended September 30, 1997.  These start-up expenses will increase in the fourth
quarter of 1997 and will continue into the first quarter of 1998 as issues
associated with the new Chip on Board technology are resolved.

Selling, general and administrative expenses in the three months ended September
30, 1997 were $2.4 million, a decrease of $0.3 million, as compared to the three
months ended September 30, 1996.  As a percentage of net sales, selling, general
and administrative expenses were 15.2% for the three months ended September 30,
1997 as compared to 16.8% for the same period in 1996.  This decline was
primarily the result of a reduction in RDI's S,G&A.

Research and development expenses in the three months ended September 30, 1997
were $1.1 million, an increase of $0.1 million, or 5.3%, as compared to the
three months ended September 30, 1996. As a percentage of net sales, research
and development expenses were 6.7% in 1997 as compared to 6.4% in 1996.

Operating income in the three months ended September 30, 1997 was $2.1 million
compared to $1.8 million for the three months ended September 30, 1996, an
increase of 13.0%.  As a percentage of net sales, operating income was 12.9% in
the three months ended September 30, 1997 as compared to the 11.5% for the three
months in 1996.  The increase in operating income was a result of lower S,G&A
expenses and slightly higher sales volume.

Interest expense was $0.1 million in the three months ended September 30, 1997
compared to $0.5 million in the three months ended September 30, 1996.  The
decrease was due to the reduction of debt as a result of the October, 1996
initial public offering.

The provision for income tax was $0.8 million for the three months ended
September 30, 1997, compared to $0.5 million for the three months ended
September 30, 1996.  The effective tax rate was 38.8% in the three months ended
September 30, 1997 compared to 34.0% in the same period of 1996.

Net income was $1.2 million in the three months ended September 30, 1997, an
increase of $.3 million, or 37.8%, compared to the three months ended September
30, 1996.  The increase in net income was a result of the improvement in
operating income and the reduction in interest expenses.  As a percentage of net
sales, net income was 7.6% in the three months ended September 30, 1997 as
compared to 5.5% in the three months ended September 30, 1996.

                                       11
<PAGE>
 
NINE MONTHS ENDED SEPTEMBER 30, 1997 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30,
1996

Net sales were $52.1 million for the nine months ended September 30, 1997, an
increase of $8.0 million, or 18.1% as compared to the nine months ended
September 30, 1996.  Net sales increased primarily as a result of the April 1,
1996 acquisition of RDI combined with growth in sensors and ceramics.  Sensor
sales increased 40.9% to $8.4 million for the nine months ended September 30,
1997, as a result of increased twilight and steering sensor shipments.  Ceramic
sales increased 55.9% to $5.2 million for the nine months ended September 30,
1997, primarily due to increased PCS related orders.

Gross profit in the nine months ended September 30, 1997 was $19.1 million, an
increase of $3.3 million, or 20.6%, compared to the same period in 1996.  As a
percentage of net sales, gross profit in the nine months ended September 30,
1997 was 36.6% as compared to 35.9% for the same period in 1996. The increase in
gross profit, as a percentage of net sales, was primarily the result of
increased volume.

Selling, general and administrative expenses in the nine months ended September
30, 1997 were $8.2 million, an increase of $1.4 million as compared to the nine
months ended September 30, 1996. The increase was primarily a result of the
April 1, 1996 acquisition of RDI.  As a distributor, RDI on a historical basis,
has incurred selling, general and administrative expenses higher, as a
percentage of net sales, than the base Company.  As a percentage of net sales,
selling, general and administrative expenses were 15.8% for the first nine
months of 1997 as compared to 15.5% for the same period in 1996.

Research and development expenses in the nine months ended September 30, 1997
were $3.4 million, an increase of $0.5 million, or 16.0%, as compared to the
nine months ended September 30, 1996.  As a percentage of net sales, research
and development expenses were 6.4% in 1997 as compared to 6.6% in 1996.

Operating income in the nine months ended September 30, 1997 was $7.5 million
compared to $6.1 million for the nine months ended September 30, 1996, an
increase of 22.7%.  As a percentage of net sales, operating income was 14.4% in
the nine months ended September 30, 1997 as compared to the 13.8% for the nine
months in 1996.  The increase in operating income was a result of higher sales
volume, partially offset by increased research and development expenses.

Interest expense was $0.2 million in the nine months ended September 30, 1997 a
decrease of $1.1 million from $1.3 million in the nine months ended September
30, 1996.  The decrease was due to the reduction of debt as a result of the
initial public offering.

The provision for income tax was $2.8 million for the nine months ended
September 30, 1997, compared to $1.8 million for the nine months ended September
30, 1996.  The effective tax rate was 38.8% in the nine months ended September
30, 1997 compared to 37.1% in the same period of 1996.

Net income was $4.4 million in the nine months ended September 30, 1997, an
increase of $1.4 million, or 47.7%, compared to the nine months ended September
30, 1996.  The increase in net income was a result of the acquisition of RDI,
the improvement in operating income and the reduction in interest expenses.  As
a percentage of net sales, net income was 8.5% in the nine months ended
September 30, 1997 as compared to 6.8% in the nine months ended September 30,
1996.

SEASONALITY

The Company's performance is dependent primarily on automotive vehicle
production which is seasonal in nature.  The Company's revenues tend to be
somewhat lower in the third and fourth quarters as automotive OEM's schedule
plant tooling changeovers, vacations and holiday shutdowns.

                                       12
<PAGE>
 
LIQUIDITY AND CAPITAL RESOURCES

Since its formation and initial capitalization, the Company has financed its
operations and investments in property, equipment and the RDI acquisition
primarily through cash generated from operations, the issuance of the RDI Notes
and bank borrowings.  In October 1996, the Company sold 2,300,000 Common Shares
in connection with its initial public offering and received net proceeds of
approximately $18.2 million.  The net proceeds were used to repay certain bank
borrowings and preferred shares outstanding as a result of the initial
capitalization.

Cash and cash equivalents totaled $8.4 million as of September 30, 1997 compared
to $6.2 million as of December 31, 1996.
 
On October 8, 1996, Fleet Bank of Maine ("Fleet Bank") and the Company entered
into an agreement, pursuant to which Fleet Bank has agreed to provide a $15.0
million revolving line of credit facility to the Company to fund strategic
acquisitions and, if needed, for working capital.  The facility has a maturity
date of September 30, 1998.  The facility has three interest rate options
consisting of (i) Fleet Bank's prime rate for daily rate borrowings, (ii) Fleet
Bank's cost of funds rate plus 1.5% for borrowings of 30 days or less, or (iii)
the corresponding London Interbank Offering Rate (LIBOR) plus 1.5% for
borrowings of 30, 60, 90 or 180 days.  The line of credit is unsecured and
contains certain covenants.  To date there have been no borrowings under this
line of credit facility.

EFFECT OF FASB PRONOUNCEMENTS:

SFAS No. 130, "Reporting Comprehensive Income" and SFAS No. 131, "Disclosures
About Segments of an Enterprise and Related Information" were released in July
of 1997 and will be adopted in 1998.  The pronouncements will have no
significant impact on the Company's financial statements.

DECLARATION OF 4-FOR-3 STOCK SPLIT:

On October 28, 1997 the Company announced a planned 4-for-3 stock split of the 
Company's outstanding Common Shares.  The stock split is to be effected in the 
form of a stock dividend and entitles each shareholder to receive one additional
share for each three outstanding Common Shares held of record as of the close 
of business on December 1, 1997.  The shares will be distributed on or about 
December 15, 1997.  If the split had occurred on January 1, 1997 or 1996, 
earnings per share would have been $0.18 (6,832,375 shares) and $0.65 
(6,790,154 shares) for the three and nine months ended September 30, 1997
and $0.24 (3,418,792 shares) and $0.82 (3,418,792 shares) for the three and nine
months ended September 30, 1996, respectively.


This Form 10-Q contains forward-looking statements which involve risks and
uncertainties.  The Company's actual results may differ from the results
discussed in the forward-looking statements.  Factors that might cause such a
difference include, but are not limited to, cyclicality of automotive and
appliance industries, reliance on OEM's, risk of customer labor interruptions,
and competing technologies.

                                       13
<PAGE>
 
                           PART II OTHER INFORMATION


Item 4:   Submission of Matters to a Vote of Security Holders
     None

Item 6:        Exhibits and Reports on Form 8-K

(2) Exhibits

          11   Statement regarding computation of per share earnings

          27   Financial Data Schedule.


(b)       Reports on Form 8-K
               none

Pursuant to the requirements to the Security Exchange Act of 1934, the
Registrant has duly caused this Amendment to be signed on its behalf by the
undersigned thereunto duly authorized.


                              Control Devices, Inc.
                              ---------------------------------
                              (Registrant)


Date: October 30, 1997        By /s/ Jeffrey G. Wood
                              ---------------------------------
                              Name:  Jeffrey Wood
                                     Vice President,
                                     Chief Financial Officer,

                                       14