SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549



                                 FORM 10-Q
                Quarterly Report Under Section 13 or 15(d)
                  of the Securities Exchange Act of 1934.



For Quarter Ended   12/31/95                  Commission File Number 1-6203

                          C.E.C. Industries Corp.
          (Exact name of registrant as specified in its charter)

     Nevada                                                       87-0217252
(State or other Jurisdiction of                              (I.R.S. Employer 
incorporation or organization)                              Identification No.)

23 Cactus Garden Drive, F-60, Green Valley, Nevada               89014
(Address of principal executive offices)                       (Zip Code)

Registrant's telephone number, including area code:  702-436-2500



           (Former name, former address and former fiscal year,
                       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       

             APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
               PROCEEDINGS DURING THE PRECEDING FIVE YEARS.

     Indicated by check mark whether the registrant has filed all documents 
and reports required to be filed by Sections 12, 13 or 15(d) of the 
Securities Exchange Act of 1934 subsequent to the distribution of securities 
under a plan confirmed by a court.

               Yes                      No       

                   APPLICABLE ONLY TO CORPORATE ISSUERS:

     Indicate the number of shares outstanding of each of the issuer's 
classes of common stock,as of the latest practicable date.

              5,067,061 Common Shares on February 13, 1996

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<TABLE>
                                    
                      PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

                          C.E.C. INDUSTRIES CORP.
                               Balance Sheet
                          For the Dates Indicated

                                  ASSETS

                                   Dec. 31          March 31
                                     1995             1995  

<S>                            <C>                <C>
Current Assets                 $ 1,183,239        $1,332,115

Property, Plant & Equipment         56,199            86,184

Investments in Undeveloped Land  4,173,499         4,735,242.

Notes Receivable                 1,200,000

Investments                        392,931                  
                                                            
Other Assets                         4,194           121,442
                                ----------        ----------
Total Assets                    $7,010,062        $6,274,983
</TABLE>
<TABLE>


                    LIABILITIES & STOCKHOLDERS' EQUITY
<S>                             <C>               <C>
Accounts Payable                $   60,305        $   34,088

Notes Payable                    2,765,853         2,076,351

Line of Credit                     975,000           825,000

Other Current Liabilities          317,099           366,571

Stockholders' Equity             2,891,805         2,972,973

Total Liabilities and Equity    $7,010,062        $6,274,983
<FN>
                              Prepared Without Audit
</TABLE>
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<TABLE>

                           C.E.C. INDUSTRIES CORP.
                             Statement of Income
                           For the Periods Indicated

                                        1995                 1994
                                             Nine                   Nine
                               Quarter      Months     Quarter     Months                                            
                                Ended        Ended      Ended       Ended
                              12/31/95     12/31/95   12/31/94    12/31/94
<S>                           <C>          <C>        <C>         <C>
Income: Royalty               $74,270      $133,963   $3,620      $11,831
        Sales               1,200,000     1,509,042        -            -  
        Fees                        -        60,500   30,000       30,000
                           ----------    ----------  -------      -------
                           $1,274,270    $1,703,505  $33,620      $41,831

Cost of Sales               1,092,381     1,093,544      693        1,866
                           ----------    ----------  -------      -------
Gross Profit                 $181,889      $609,961  $32,927      $39,965

Selling, General and
  Administrative Expenses      65,701     1,076,409  347,654      818,232

Other Income and Expenses:
   Interest Income             14,341        42,187    9,308       28,084
   Gain on Sale of Assets      27,655        27,655      400          400
   Other Expense             (145,541)     (173,343)       -        4,710
   Interest Expense          (108,081)     (256,841) (63,875)    (187,109)
   Research & Development           -       (63,664)       -            -
                            ----------     ---------  -------    ---------
                            $(211,626)     $(424,006) $(54,167)  $(153,915)
                            ----------     ---------- ---------  ---------

Net Income (Loss) before
   Income Taxes              $(95,438)     $(890,454) $(368,894) $(932,182)

Provision for Income Taxes          -              -          -          -  
                             ---------     ----------  ---------  ----------

Net Income (Loss)            $(95,438)     $(890,454) $(368,894)  $(932,182)
                             =========     ========== ==========  ==========

Net Earnings per Share
  (Schedule 1)                 $(0.01)        $(0.11)    $(0.24)     $(0.65)
                             =========     ========== ==========   =========

Dividend per Share                 $0             $0         $0          $0

Sales of Unregistered Securities
(Shs)                             None          None        None        None
<FN>

                                 Prepared Without Audit
</TABLE>
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<TABLE>


                           C.E.C. INDUSTRIES CORP.
                           Statement of Cash Flows
                          For the Periods Indicated
  
                                       1995                      1994
                                             Nine                      Nine
                                 Quarter    Months         Quarter    Months
                                  Ended      Ended          Ended      Ended
                                12/31/95   12/31/95       12/31/95   12/31/95
<S>                             <C>        <C>            <C>        <C>
Increase (decrease) in 
cash and cash equivalents: Cash 
flows from operating activities:
  
Net gain (loss) from continuing 
operations                       $(95,440)  $(890,455)   $(368,894)  $(932,182)
Adjustments to reconcile net 
income to net cash provided by 
operating activities:
Depreciation, depletion and 
amortization                       $4,229     $18,781       $2,934     $10,010
Gain on sale of marketable 
securities                       (306,314)   (306,314)           -          -
Write down long Term Investment         -       3,746            -          -
Treasury shares issued
Sources (uses) of cash due to 
change in current assets and 
current liabilities:
Decrease (increase) in accounts 
receivable                         33,587     (56,887)      58,580       7,075
Decrease (increase) in inventory  185,199     181,477      (43,666)    (58,722)
Decrease (increase) in other 
current assets                     71,453      21,659       (6,326)     (2,665)
Decrease (increase) in other 
assets                            104,197     104,197      (50,218)   (132,718)
Increase (decrease) in accounts 
payable                           (55,601)    (49,472)      11,008       3,805
Increase (decrease) in accrued 
liabilities                       (71,818)    (49,472)       9,433       9,377
                                 ---------   --------     ---------  ---------
Total adjustments                $(35,068)   $(56,596)    $(18,255)  $(163,838)
                                ---------    ---------    ---------  ---------  
Net cash provided by operating 
activities                      $(130,508)   $(947,051)  $(387,149) $(1,096,020)
  
Cash flows from investing 
activities:
  Purchase of undeveloped land    (18,035)    (530,237)    (29,070)   (287,076)
  Capital expenditures                  -         (753)     (7,234)    (37,825)
Payments recieved on notes 
recievable                      1,091,980    1,091,980           -           -
                               ----------    ---------    ---------  ----------
Net cash provided by investing 
activities                     $1,073,945     $560,990    $(36,304)  $(324,901)
Cash flows from financing 
activities:
Note recieved on sale of land  (1,200,000)  (1,200,000)          -           -
Issuance of preferred stock             -            -           -      62,500
Proceeds from issuance of 
common stock                      111,173    1,127,263           -           -
Common stock issued for real 
estate investment                 (70,409)    (383,331)    210,262     355,036
Payments on debt                        -     (250,000)          -           -  
Proceeds from issuance of notes   217,535    1,089,502     100,000     700,000
                                 ---------   ---------    --------     -------
Net increase (decrease) in cash 
and cash equivalents               $1,736      $(2,627)  $(113,091)  $(303,385)
                                 ---------   ----------  ----------  --------- 
Cash and cash equivalents at 
beginning of period            $1,023,091   $1,027,454  $1,129,595  $1,319,889
                               ----------   ----------  ----------  ----------  
Cash and cash equivalents at 
end of period                  $1,024,827   $1,024,827  $1,016,504  $1,016,504
                               ==========   ==========  ==========  ==========
<FN>
</TABLE>
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<TABLE>
 
                                   
                        C.E.C. INDUSTRIES CORP.
                             Schedule I
                      For the Periods Indicated
                                  
                                    1995                    1994            
                                   
                             Quarter      Nine        Quarter      Nine
                              Ended      Months        Ended      Months 
                                          Ended                     Ended
                              12/31/95   12/31/95      12/31/94    12/31/94  
                             ---------  ---------     ----------  ----------
<S>                          <C>        <C>           <C>         <C>
Earnings (loss per period     $(95,438)  $(890,454)    $(368,894)  $(932,182)
                            
Weighted Average Number
 of Common Shares            8,754,040   8,106,095     1,556,351   1,436,317
                               
Net Earnings per share           $(.01)      $(.11)        $(.24)     $ (.65)
<FN>
</TABLE>
                                  
The Company had 920,000 stock options outstanding on September 30, 1995.  Of 
these, 900,000 are exercisable at $0.30 per share, 15,000 for $5.00 per share, 
and 5,000 for $0.50 per share.
                                  
On September 30, 1994, the Company had 1,230,000 stock options outstanding.  Of 
these,  2,500 were exercisable for $1.25; 1,200,000 for $1.375; 7,500 for $2.50;
5,000 for $12.50 and 15,000 for $5.00 per common share.
                                  
Items affecting earnings per share are outstanding Common Stock options, 
issuance of 1,200,000 common shares for an investment in Victory Village, 
692,830 shares under Form S-8 in 1995, 99,200 shares in 1994, and the issuance 
of Treasury Stock.  Stock options are included as share equivalents using the 
Treasury Stock method unless antidilutive.  Primary earnings per share are 
essentially the same as fully diluted.
                                  
                                  
                                  
                                  
                           Prepared Without Audit
<PAGE>                          
      
Item 2.     Management's Discussion and Analysis of Financial Condition and 
            Results of Operations for the Quarter Ended September 30, 1995

Material Changes in Financial Condition.
                                  
     On November 2, 1995, the Company completed a transaction pertaining to the 
elimination of certain conversion rights relating to the Comapany's acquisition 
of approximately 23.91 acres of undeveloped land in Las Vegas, Nevada, for
$3,327,158.  Part of the consideration was 600,000 shares of preferred stock 
(the "Preferred Stock") at $4.00 per share convertible, after two years to 
common stock at a guaranteed "bid" price of not less than $4.00 per share.  
Pursuant to the terms of the agreement, in the event the "bid" price was less 
than the stated $4.00 per share at the time in which the shares are offered for 
conversion, the Company was obligated to issue additional common stock to satify
any shortfall.  Due to the substantial dilution which was anticipated to have
occurred in February of 1996 as the result of the conversion, the Company
negotiated for a modification of the agreement wherein the Preferred Stock was
exchanged for non-convertible voting preferred stock, in addition to certain 
real property assets.

     On November 30, 1995, the Company entered into a transaction with Landmark
International, Inc. a publicly traded company, wherein Landmark acquired from
the Company two parcels of property, 15.24 acres and 2.20 acres located in Las
Vegas, Nevada.  Pursuant to the terms and conditions of the agreement the 
Company sold the property for $5.2 million subject to existing debt of 
$2,250,266.70, with the balance of the purchased price being paid in stock. 
The Company anticipates a profit of $1 million in the transaction.  The Comapany
anticipates closing the transaction in the 4th quarter fiscal 1996.

      
                         
                     PART II - OTHER INFORMATION
                                                                  
Item 6.          Exhibits and Reports on Form 8-K
  
Exhibit         1- Form 8-K filed October 4,, 1995
  
Exhibit         2- Form 8-K filed Decmber 11, 1995



*NOTES
------

Resubmitted 10-Q on 3/6/96 as a result of missing numbers in the balance sheet.

<PAGE>
                                            
                                  SIGNATURES
  
  
  
Pursuant to the requirements of the Securities Exchange Act of 1934, the 
registrant has duly caused this report to be signed on its behalf by the 
undersigned thereunto duly authorized.
  
  
                                 C.E.C. INDUSTRIES CORP.
  
  
  
  February 14, 1996            By:/s/ Richard Cope
                                 Richard Cope
                                 Chairman and President
  
  
  
  February 14, 1996            By:/s/ Donald J. Stoecklein
                                  Donald J. Stoecklein
                                  Secretary
  
  
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