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 March 31, 1997


                              Commission File No. 1-3920


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

            DELAWARE                              71-0268502
    (State of Incorporation)           (I.R.S. Employer Identification No.)

                                  7060 SOUTH YALE
                                TULSA, OKLAHOMA 74136
                         (Address of principal executive offices)

Registrant's telephone number:      (918) 494-0964


     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 and 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 March 31, 1997.

                 Common Stock $ .10 Par Value . . . . . 6,778,345

<PAGE>
                     KINARK CORPORATION AND SUBSIDIARIES

                   INDEX TO QUARTERLY REPORT ON FORM 10-Q


                                                                      PAGE
PART  I.  FINANCIAL INFORMATION

     Item 1.   Financial Statements

          Independent Accountants' Review Report                        2

          Condensed Consolidated Balance Sheets as
               of March 31, 1997 (unaudited), and
               December 31, 1996                                        3

          Condensed Consolidated Statements of
               Earnings for the three  months ended
               March 31, 1997 and 1996 (unaudited)                      4

          Condensed Consolidated Statements of
               Cash Flows for the three months ended
               March 31, 1997 and 1996 (unaudited)                      5

          Notes to Condensed Consolidated Financial
               Statements for the three  months ended
               March 31, 1997 and 1996 (unaudited)                     6-7

     Item 2.   Management's Discussion and Analysis of
               Financial Condition and Results of
               Operations                                              8-10

     Item 3.   Quantitative and Qualitative Disclosure                
               About Market Risks                                       11

PART II.  OTHER INFORMATION                                             12

SIGNATURES                                                              13
<PAGE>
                   INDEPENDENT ACCOUNTANTS' REVIEW REPORT


To the Board of Directors and Stockholders of
 Kinark Corporation:

We have reviewed the accompanying condensed consolidated balance sheet of
Kinark Corporation (the "Company") and subsidiaries as of March 31, 1997, and
the related condensed consolidated statements of operations and cash flows for
the three-month periods ended March 31, 1997 and 1996.  These financial
statements are the responsibility of the Company's management.

We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants.  A review of interim
financial information consists principally of applying analytical procedures to
financial data and of making inquiries of persons responsible for financial and
accounting matters.  It is substantially less in scope than an audit conducted
in accordance with generally accepted auditing standards, the objective of
which is the expression of an opinion regarding the financial statements taken
as a whole.  Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should
be made to such condensed consolidated financial statements for them to be in
conformity with generally accepted accounting principles.

We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet of Kinark Corporation and
subsidiaries as of December 31, 1996, and the related consolidated statements
of operations, stockholders' equity, and cash flows for the year then ended
(not presented herein); and in our report dated February 14, 1997 (except as to
the second paragraph of the Long-Term Debt Footnote, for which the date is
March 11, 1997) we expressed an unqualified opinion on those consolidated
financial statements.  In our opinion, the information set forth in the
accompanying condensed consolidated balance sheet as of December 31, 1996 is
fairly stated, in all material respects, in relation to the consolidated
balance sheet from which it has been derived.





/s/Deloitte & Touche LLP
Tulsa, Oklahoma
May 13, 1997
<PAGE>
                         KINARK CORPORATION AND SUBSIDIARIES
                        CONDENSED CONSOLIDATED BALANCE SHEETS

                                                  Unaudited
                                                  March 31       Dec 31
(Dollars in Thousands)                               1997          1996 

ASSETS    
Cash                                              $   278        $ 2,041
Accounts receivable, net                            6,505          6,189
Inventories                                         3,852          4,138
Prepaid expenses and other current assets             568            580
     TOTAL CURRENT ASSETS                          11,203         12,948

PROPERTY, PLANT AND EQUIPMENT, AT COST             31,916         31,343
     Less:  Allowance for depreciation             17,661         17,038
       TOTAL PROPERTY, PLANT & EQUIPMENT, NET      14,255         14,305

DEFERRED INCOME TAXES, NET                          1,533          1,773

GOODWILL, NET                                       4,345          4,183

OTHER ASSETS                                           74            230

       TOTAL ASSETS                               $31,410        $33,439

LIABILITIES AND STOCKHOLDERS' EQUITY
Trade accounts payable                            $ 2,296        $ 2,356
Other accrued liabilities                           3,775          6,182
Current portion of long-term obligations              948            994
   TOTAL CURRENT LIABILITIES                        7,019          9,532

LONG-TERM OBLIGATIONS                               7,404          7,172

STOCKHOLDERS' EQUITY
Common stock                                          817            817
Additional paid-in capital                         17,366         17,366
Retained earnings                                   4,616          4,364
Less:  Treasury stock at cost                      (5,812)        (5,812)
   TOTAL STOCKHOLDERS' EQUITY                      16,987         16,735

     TOTAL LIABILITIES & 
          STOCKHOLDERS' EQUITY                    $31,410        $33,439

See notes to condensed consolidated financial statements.
<PAGE>

                       KINARK CORPORATION AND SUBSIDIARIES
                  CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
                                    Unaudited

                                               Three Months Ended
                                                     March 31
(Dollars in Thousands Except per             _____________________
 Share Amounts)                                1997           1996

SALES                                        $11,724        $10,417

COSTS AND EXPENSES
     Cost of sales                             9,167          8,154
     Selling, general & administrative         1,286          1,193
     Depreciation and amortization               632            538
       TOTAL COSTS AND EXPENSES               11,085          9,885

OPERATING EARNINGS                               639            532

OTHER EXPENSE
     Interest expense, net                       203            205

EARNINGS BEFORE INCOME TAXES AND MINORITY 
INTEREST                                         436            327

Income tax expense                               184            120

Earnings before minority interest                252            207

Minority interest in subsidiary                  ---             83

NET EARNINGS                                     252            124

NET EARNINGS PER COMMON SHARE                $   .04        $   .02 

AVERAGE SHARES OUTSTANDING                   6,846,150      5,300,688


See notes to condensed consolidated financial statements.
<PAGE>
                         KINARK CORPORATION AND SUBSIDIARIES
                  CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                    Unaudited

                                               Three Months Ended
                                                     March 31
(Dollars in Thousands)                       _____________________
                                               1997           1996

CASH FLOWS FROM OPERATING ACTIVITIES
Net Earnings                                 $   252        $   124
Adjustments to reconcile net earnings 
to net cash provided by operating 
activities:
     Depreciation and amortization               632            538
     Deferred income taxes                       240            (37)
     Minority interest income                     --             83
     Change in assets and liabilities:
          Accounts receivable                   (316)          (970)
          Inventories and other                  283            292
          Accounts payable and other 
            current liabilities                 (231)           385
     Net Cash Provided by Continuing 
     Operations                                  860            415

     Net Cash Used for Discontinued Operations    --           (416)

     NET CASH PROVIDED BY (USED FOR) 
     OPERATING ACTIVITIES                        860             (1)

CASH FLOWS FROM INVESTING ACTIVITIES
     Investment in Rogers Galvanizing 
       Company                                (2,236)        (5,768)
     Proceeds from sale of Kinpak, Inc.           --            807
     Capital expenditures                       (573)          (365)
     NET CASH USED FOR INVESTING ACTIVITIES   (2,809)        (5,326)

CASH FLOWS FROM FINANCING ACTIVITIES
     Proceeds from sale of common stock           --          5,624
     Proceeds from long-term obligations       2,810          5,264
     Payments on long-term obligations        (2,624)        (5,211)
     NET CASH PROVIDED BY FINANCING 
     ACTIVITIES                                  186          5,677

INCREASE (DECREASE) IN CASH                   (1,763)           350
CASH AT BEGINNING OF PERIOD                    2,041             30
CASH AT END OF PERIOD                        $   278        $   380


See notes to condensed consolidated financial statements.
<PAGE>
                       KINARK CORPORATION AND SUBSIDIARIES
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996
                                     UNAUDITED


NOTE 1.   BASIS OF PRESENTATION

          The condensed consolidated financial statements included in this
          report have been prepared by Kinark Corporation (the "Company")
          pursuant to the rules and regulations of the Securities and Exchange
          Commission for interim reporting and include all normal and recurring
          adjustments which are, in the opinion of management, necessary for a
          fair presentation.  These financial statements have not been audited
          by an independent accountant.  The condensed consolidated financial
          statements include the accounts of the Company and its subsidiaries,
          including a newly formed wholly-owned subsidiary North American
          Warehousing Company, discussed in Note 7.

          Certain information and footnote disclosures normally included in
          financial statements prepared in accordance with generally accepted
          accounting principles have been condensed or omitted pursuant to such
          rules and regulations for interim reporting.  The Company believes
          that the disclosures are adequate to make the information presented
          not misleading.  However, these financial statements should be read
          in conjunction with the financial statements and notes thereto
          included in the Company's Annual Report on Form 10-K, for the year
          ended December 31, 1996.  The financial data for the interim periods
          presented may not necessarily reflect the results to be anticipated
          for the complete year.

NOTE 2.   EARNINGS PER COMMON SHARE

          Net earnings per common share for the periods presented has been
          computed based upon the weighted average number of shares outstanding
          of 6,846,150 and 5,300,688 for the three months ended March 31, 1997
          and 1996, respectively.

NOTE 3.   INVENTORIES

          Inventories consist primarily of raw zinc "pigs," molten zinc in
          galvanizing kettles and other chemicals and materials used in the 
          hot dip galvanizing process.  

NOTE 4.   DEBT OBLIGATIONS

          The Company entered into a new two year bank credit agreement with a
          single lender on April 30, 1997, which consolidated several bank
          credit agreements that were scheduled to expire during 1997.  The new
          agreement provides a $8,500,000 revolving line of credit, a
          $1,250,000 advancing term loan for expansion of galvanizing plants
          and a $3,500,000 term loan.  Substantially all of the Company's
          accounts receivable, inventories and fixed assets are pledged as
          collateral under the agreement, and the agreement is secured by a
          guaranty from each of the Company's subsidiary companies. 

          Amounts borrowed under the agreement will bear interest at prime,
          plus or minus a spread ranging from plus 50 basis points to minus 25
          basis points, with such spread based on the Company's ratio of
          earnings to debt service.  The term loan requires equal monthly
          payments of principal and interest based on a five year amortization
          schedule.  The advancing term loan, once funded, will require monthly
          payments based on a seven year amortization schedule.  The revolver
          may be paid down without penalty, or additional funds may be borrowed
          up to the revolver limits, subject to borrowing base limitations. The
          revolving line of credit, advancing term loan and the term loan are
          all due on May 1, 1999.  The agreement requires the Company to comply
          with certain financial covenants, including the maintenance of a
          minimum net worth.  Pre-payment of the term loans is allowed without
          penalty.

NOTE 5.   STOCK OPTIONS

          On February 25, 1997, the Company granted a stock option to the
          President of North American Galvanizing Company to acquire 60,000
          shares of its common stock at an exercise price of $3.50 per share,
          the fair market value of the common stock on the date of the grant. 
          The option was granted under the Company's 1996 Stock Option Plan.

NOTE 6.   NEW ACCOUNTING STANDARD

          In February 1997, the Financial Accounting Standards Board (the
          "FASB") issued Statement of Financial Accounting Standard No. 128
          ("SFAS No. 128, Earning Per Share") which is effective for annual and
          interim periods ending after December 15, 1997.  

          Based on the methodology of SFAS No. 128, earnings per share for the
          three months ended March 31, 1997 and 1996 would have been the same
          as that reported in the accompanying Condensed Consolidated Statement
          of Earnings.

NOTE 7.   NEW SUBSIDIARY

          The Company formed a new wholly-owned subsidiary, North American
          Warehousing Company, an Illinois corporation, incorporated on March
          19, 1997.  North American Warehousing Company will provide public
          warehousing storage and distribution for customers accessing markets
          in both the greater Chicago and upper Midwest region and will also
          provide customized export services.  Initially, North American
          Warehousing Company will service the public warehousing customer base
          currently being served by the Company's wholly-owned subsidiary Lake
          River Corporation.  Lake River Corporation will continue to provide
          bulk liquid terminal and on-site storage, custom chemical blending,
          bag filling of dry chemical product, and drum filling.
<PAGE>
                  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
              RESULTS OF OPERATIONS AND FINANCIAL CONDITION

FORWARD LOOKING STATEMENTS OR INFORMATION

     Certain statements contained in this Management Discussion and Analysis
are not based on historical facts, but are forward-looking statements that are
based upon numerous assumptions about future conditions that may ultimately
prove to be inaccurate.  Actual events and results may materially differ from
anticipated results described in such statements.  The Company's ability to
achieve such results is subject to certain risks and uncertainties.  Such risks
and uncertainties include, but are not limited to, product prices, continued
availability of capital and financing, and other factors affecting the
Company's business that may be beyond its control.

RESULTS OF OPERATIONS

REVENUES

     Quarter Ended              1997                    1996
     March 31                          % of                    % of
                         $(000)        Sales     $(000)        Sales

       Galvanizing       $ 9,340       79.7%    $ 8,229         79.0%
       Chemical Storage    2,384       20.3%      2,188         21.0%
          Total          $11,724      100.0%    $10,417        100.0%

     Consolidated sales for the first quarter of 1997 increased $1,307,000, or
12.5%, in comparison to the first quarter of 1996.  All of the Company's
businesses reported an increase in sales and operating profits for the first
quarter of 1997.

     Sales at Lake River Corporation ("Lake River"), the Company's chemical
storage and distribution subsidiary, increased $196,000, or 9.0%, compared to
the first quarter of 1996.  This improvement over the comparable quarter in
1996 reflects the increased throughput of bulk liquid chemicals, up 20%, and
growth in warehouse storage, up 12.7%.

     Sales at North American Galvanizing Company for the first quarter of 1997
increased $1,111,000, or 13.5%, in comparison to the first quarter of 1996. 
For the first quarter of 1997, total tonnage of galvanizing production was up
15.1% from 1996 while average selling prices declined 1.4% from 1996. The
slightly lower average selling prices recorded for the first quarter of 1997
reflected a combination of product mix and on-going competitive pressures from
other galvanizers.  North American Galvanizing Company competes aggressively
for new business with its sales force and, at the beginning of the second
quarter is experiencing an improvement in production volume concurrent with a
strengthening of prices.


<PAGE>
COSTS AND EXPENSES

     Quarter Ended              1996                    1995
     March 31                          % of                    % of
                         $(000)        Sales     $(000)        Sales

       Cost of sales     $ 9,167       78.1%    $ 8,154         78.3%

       Selling, general &
         administrative    1,286       11.0%      1,193         11.4%
       Depreciation and 
         amortization        632        5.4%        538          5.2%
       Total             $11,085       94.5%     $9,885         94.9%


     Operating earnings of $639,000 for the first quarter of 1997 increased
20.1% in comparison to the first quarter of 1996.  The improvement in earnings
over the comparable quarter was due to higher sales volume, enhanced by lower
cost and expenses, as a percentage of sales.  In general, the Company achieved
improved operating margins in the first quarter of 1997 by controlling labor
related costs and administrative expenses.

INTEREST EXPENSE

     Interest expense in the first quarter of 1997 was 1.7% of sales as
compared to 2.0% of sales in the first quarter of 1996.  Based on the present
sales and working capital requirements, the Company expects interest expense to
remain comparable to the 1996 levels.

INCOME TAXES

     The Company recorded income tax expense of $184,000 for the first quarter
of 1997, compared to $120,000 in the first quarter of 1996.  The increase in
taxes resulted from the Company's increased earnings in 1997. 

EARNINGS

     The Company recorded net earnings of $252,000, or $.04 per share, for the
first quarter of 1997, compared to net earnings of $124,000, or $.02 per share,
for the first quarter of 1996.  The improved earnings for 1997 are due to
increased sales, higher gross margins, and the elimination of the minority
interest in the Company's galvanizing subsidiary.

LIQUIDITY AND CAPITAL RESOURCES

     Cash totaled $278,000 at March 31, 1997, as compared to $2,041,000 at
year-end 1996.  Planned higher-than-normal cash balances at the end of 1996
were reserved to complete the purchase of the remaining minority interest in
Rogers Galvanizing Company.  Cash of $2,236,000 was used to purchase the
remaining minority interest in January 1997.  During the first quarter of 1997,
the Company generated cash flows of $860,000 from operating activities, as
compared to a use of $1,000 in the first quarter of 1996.  The improvement in
cash flow from operating activities during the first quarter of 1997 was due to
higher cash basis earnings and the absence of funding requirements for a
discontinued operation sold in 1996.

     Capital expenditures of $573,000 in the first quarter of 1997 were
primarily for normal replacement of material handling equipment and process
tanks at North American Galvanizing Company.  Capital expenditures in the first
quarter of 1996 were $365,000.  For all of 1997, the Company expects capital
expenditures for upgrading and expanding its galvanizing and chemical
subsidiaries will be approximately even with 1996 capital expenditures of $2.8
million.

     During the first quarter of 1997, the Company's financing activities
provided a net increase of $186,000 in cash.  Financing activities consisted of
scheduled payments to reduce term loans and borrowings from revolving lines of
credit for working capital.

     As discussed in Note 4, the Company entered into a new two year bank
credit agreement on April 30, 1997, which provides a $8,500,000 revolving line
of credit, a $1,250,000 advancing term loan and a $3,500,000 term loan.

     The Company believes that it has the ability to continue to generate cash
from operations and has available borrowing capacity to meet its foreseeable
needs for working capital and capital expenditures.  

<PAGE>
                         QUANTITATIVE AND QUALITATIVE
                         DISCLOSURE ABOUT MARKET RISKS

     The Company does not invest excess funds in derivative financial
instruments or other market risk sensitive instruments for the purposes of
managing its foreign currency exchange rate risk or for any other purpose.<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

          Not applicable.

ITEM 5.   OTHER INFORMATION.

          Not applicable.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

          (a)  Exhibits

                27   Financial Data Schedule

          (b)  Reports on Form 8-K

               The Company did not file any reports on Form 8-K during the
               quarter ended March 31, 1997.
<PAGE>

                               SIGNATURES


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


                                        KINARK CORPORATION
                                            Registrant



                                        /S/Paul R. Chastain
                                          Paul R. Chastain
                                          Vice President and
                                        Chief Financial Officer
                                      (Principal Financial Officer)

Date:  May 14, 1997
<PAGE>

                                     EXHIBIT INDEX


     Item Number              Description                        Page

         27                   Financial Data Schedule