U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-KSB


(Mark one)
   [X]         ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
                  SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)

                   For the fiscal year ended December 31, 1996

   [ ]          TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d)
            OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

                         Commission file number: 1-10938

                   SEMICONDUCTOR PACKAGING MATERIALS CO., INC.
                 (Name of Small Business Issuer in Its Charter)


         Delaware                                       13-3584740
-------------------------------                      ----------------
(State or other jurisdiction of                      (I.R.S. Employer
incorporation or organization)                     Identification Number)

        431 Fayette Avenue                                10543
        Mamaroneck, New York                            ----------
 ---------------------------------------                (Zip Code)
 (Address of principal executive offices)


Issuer's telephone number, including area code:  (914) 698-5353
                                                 --------------

Securities registered pursuant to Section 12(b) of the Exchange Act:

                                                          Name of Each Exchange
Title of Each Class                                        on Which Registered
-------------------                                        -------------------

Common Stock, $.10 par value                              NASDAQ National Market

Securities registered pursuant to Section 12(g) of the Exchange Act:  None.

               Check 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

               Check if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-B is not contained herein, and will not be contained, to the best
of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [ ]

               For the fiscal year ended December 31, 1996, the Issuer had
revenues of $46,027,203.




                                 Page 1 of 155 Pages

                      The Exhibit Index is located on page 14.

<PAGE>



                At March 18, 1997 the aggregate market value of the voting stock
of the Registrant held by non-affiliates was approximately $37,248,000.

               At March 18, 1997 the Registrant had 6,068,516 shares of Common
Stock outstanding, $.10 par value ("Common Stock"). In addition, at such date,
the Registrant held 300,000 shares of Common Stock in treasury.



                      DOCUMENTS INCORPORATED BY REFERENCE:


               DOCUMENT                            Parts Into Which Incorporated
               --------                            -----------------------------


   Annual Report to Stockholders                         Part I, Item 1
   (Exhibit 13, attached hereto)                         Part II, Items 5, 6
                                                         and 7

   Definitive Proxy Statement
   prepared in connection with the Company's             Part III, Item 9, 10,
   1997 Annual Meeting of Stockholders which             11 and 12
   will be held on April 29, 1997.







                                      -ii-


<PAGE>




                                     PART I
Item 1. Business.

            (a) General. Semiconductor Packaging Materials Co., Inc. consists of
a Delaware corporation and its wholly owned and majority owned subsidiaries
(collectively the "Company"). The Company provides specialty materials and
services to the microelectronic and semiconductor industries on a worldwide
basis. The Company's Microelectronics Group consists of the parent company
("SPM") and its subsidiaries, Polese Company, Inc. ("Polese") and Retconn
Incorporated ("Retconn"). The Microelectronics Group primarily designs,
develops, manufactures and markets customized fine wire and metal ribbon,
precision metal stampings, powdered metal copper/tungsten heat dissipation
products, sealing frames and RF coaxial contacts and connectors which are used
in the assembly of microelectronic packages. Their products are incorporated
into electronic components used for industrial and commercial applications,
primarily to conduct electrical currents or signals, to solder electronic
circuitry, to provide electrical interconnects, to house electronic components,
to mount components or to dissipate heat. The Company's products are sold
through internal sales personnel and a network of independent sales
representatives, principally to manufacturers and assemblers of electronic
devices who service the aerospace, automotive, communications, computer,
medical, military and semiconductor industries. The Company's American Silicon
Products, Inc. ("ASP") subsidiary, provides silicon wafer polishing and
reclaiming services to the semiconductor industry. Reclaimed wafers are used in
the evaluation and testing of equipment and processes in semiconductor
fabrication. On August 28, 1996, the Company established a jointly owned
Singapore corporation, International Semiconductor Products Pte Ltd ("ISP") to
polish and reclaim silicon wafers in Singapore, with operations commencing in
the second quarter of 1997. ISP is 50.1% owned by the Company and 49.9% owned by
a holding company, Semiconductor Alliance Pte Ltd. Additionally, on January 23,
1997, the Company acquired a competitor of ASP's, Silicon Materials Service of
Garland, Texas and Silicon Materials Service, B.V., of Helmond, Netherlands
collectively ("SMS"). ISP and SMS will provide silicon wafer polishing and
reclaiming services to the semiconductor industry..

               Additional descriptive information on each of the Company's
businesses is included in the Company's Annual Report to security holders for
the year ended December 31, 1996, and is incorporated herein as Exhibit 13.

               History. The registrant, Semiconductor Packaging Materials Co.,
Inc., is a Delaware corporation incorporated in 1988 as a successor to a company
started in 1981. In December 1991 and January 1992, the Company sold 1,305,250
shares of Common Stock in a public offering.

               On February 18, 1994 the Company distributed redeemable warrants,
without cost, to shareholders of record on February 8, 1994 (the "record date").
Each shareholder received one redeemable warrant to purchase one-half (1/2)
share of the Company's Common Stock as of the record date. The redeemable
warrants were listed on the American Stock Exchange under the ticker symbol
SEM.WS. As of the redemption date, February 23, 1995, 98,918 purchase warrants
were not exercised and were therefore canceled. A total of 649,166 shares of the
Company's Common Stock were issued pursuant to the exercise of the redeemable
warrants.

               On July 27, 1995, the Company sold an aggregate of 1,654,500
shares of Common Stock in a public offering. The Company received net proceeds
of approximately $16,932,000 from the offering which facilitated 1) the
repayment of a large part of the Company's outstanding indebtedness, 2) the
purchase of additional machinery and equipment and 3) the purchase of one of the
Company's facilities and land. The Company has used the balance of the proceeds
of the offering for general corporate and working capital purposes.


               Acquisition of Polese. On May 27, 1993, the Company acquired all
of the issued and outstanding common stock of Polese Company, Inc. for a
purchase price of 450,000 common shares of the Company. Polese
manufactures and markets seal frames and copper/tungsten heat dissipation
products for use in the manufacture of electronic components, and produces
sophisticated parts through the use of electrical discharge machines ("EDM") and
computer numerical control ("CNC") turning centers for several customers in the
medical and aerospace industries. In addition, the Company acquired from Frank
J. Polese all of the rights, including, but not limited to, a pending patent
application, which patent was

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<PAGE>

subsequently issued, which Mr. Polese owned for the development and application
of copper/tungsten powdered metal technology to the electronics industry for a
purchase price of $250,000 in cash and $750,000 in a note, as modified,
inclusive of interest at 7% per annum. In 1995, the note was paid in full. From
the date of acquisition and for a ten year period, Mr. Polese has the right to
receive 10% of (i) the pre-tax profit from the copper/tungsten product line
after allocating operating costs and (ii) the proceeds of the sale, if any, by
the Company of the powdered metal technology. As of December 31, 1996, no
payments have been accrued or made to Mr. Polese under this agreement.


            Acquisition of American Silicon Products, Inc.. On December 15,
1994, A/S Acquisition Company, Inc., a Rhode Island corporation ("ASAC") merged
with and into the Company's wholly-owned subsidiary, American Silicon Products,
Inc., a Delaware corporation pursuant to an agreement dated as of November 18,
1994 (the "Merger Agreement"). ASAC had no operations of its own, but
simultaneously with the Merger, acquired the assets of American Silicon
Products, Inc., a Rhode Island corporation pursuant to an Asset Purchase
Agreement among ASAC, ASP and the sole shareholder of ASP. The ASP assets
acquired embodied a silicon wafer reclaiming and reconditioning business located
in Providence, Rhode Island. ASAC purchased substantially all of the assets of
ASP for $7,725,000 in cash. As part of the ASP acquisition, the Company also
issued 400,000 common shares of the Company, to the former
stockholders of ASAC which was appraised $1,600,000. The Company entered into
Option Agreements with certain of the former stockholders of ASAC to purchase
25,000 shares of the Company's Common Stock at a price of $6.00 per share. All
25,000 options were exercised in 1995. The Company also paid $175,000 of ASAC's
expenses in connection with the Merger and related transactions. Additionally,
certain of the former stockholders of ASAC were to receive one-third of ASP's
adjusted earnings before interest and taxes in excess of $650,000 per fiscal
quarter, (the "Consulting Agreements"), through December 31, 1999. Payments and
accruals for amounts due under the Consulting Agreements have been recorded on
the Company's books as additional goodwill. In the fourth quarter of 1995, the
Company bought out the remaining four years of payments due under the Consulting
Agreements for $725,000 in cash and notes, $625,000 of which was paid in 1996,
and 52,500 shares of the Company's common stock.


               Acquisition of Retconn Incorporated. Effective January 2, 1996,
the Company acquired all of the common stock of Retconn Incorporated for
$5,933,000 in cash. Retconn develops, designs and manufacturers subminiature
coaxial contacts and connectors which are sold principally to manufacturers in
the communications and computer industries. In connection with the acquisition,
the Company entered into a term loan agreement with First Union Bank in the
principal amount of $6,000,000. The loan was subsequently refinanced in
conjunction with the SMS acquisition described below.


               Establishment of Singapore Joint Venture. Effective August 28,
1996, the Company entered into a joint venture agreement to develop a silicon
wafer polishing and reclaiming facility in Singapore. The jointly owned
Singapore corporation, International Semiconductor Products Pte Ltd, is 50.1%
owned by the Company and 49.9% owned by a holding company, Semiconductor
Alliance Pte Ltd. In 1996, the Company and its joint venture partner made a
total of $4,000,000 in equity contributions into ISP, which was contributed
pro-ratably based on ownership. In addition, the Company has paid approximately
$250,000 in costs associated with the establishment of the joint venture. The
Company's Bank, on behalf of the Company, has also issued a standby letter of
credit in the amount of $3,600,000 in order to assist ISP in obtaining Singapore
bank financing.


               Acquisition of Silicon Materials Service and Silicon Materials
Service, B.V. On January 23, 1997, the Company acquired the assets of Silicon
Materials Service of Garland, Texas and 100% of the outstanding stock of Silicon
Materials Service, B.V. ("SMSBV") of Helmond, Netherlands for approximately
$13,000,000 in cash. Simultaneously with the acquisition, SMS Texas was merged
into ASP. Concurrent with the acquisition, the Company entered into a
$21,000,000 five year term loan with First Union Bank (the "Bank"). Fleet
National Bank is also participating in the term loan facility. The $21,000,000
term loan was principally used to finance the SMS acquisition and to refinance
the Retconn term loan. The principal amount is payable in 60 consecutive
installments of $350,000 which commenced on March 1, 1997. The loan bears
interest at a Eurodollar rate plus 2.25%.


                                        2

<PAGE>

               (b) Financial Information about Industry Segments - The Company
has operated in one industry segment during each of its last two years.


               (c)  Narrative Description of Business

Products

               Wire and Metal Ribbon. The Company manufactures fine wire and
metal ribbon used to conduct electricity or signals between two points of a
circuit. Metal ribbon is wire which is flattened to specific height and width
specifications and is used, primarily in microwave and selected industrial
applications, to regulate electrical conductivity. Wire and metal ribbon is
manufactured using gold, aluminum, copper, nickel and various metal alloys, each
of which has a distinct characteristic for conducting electrical currents or
signals. These products are sometimes coated or plated.

               The Company manufactures various sizes of wire in dimensions as
thin as .0005 inches (less than the size of a human hair) for specific
applications. Ribbon is produced in sizes as small as .00025 X .002. The
Company's products must adhere to rigid OEM standards used in electronic
applications, including military specifications.

               Precision Metal Stampings. Precision metal stampings are parts
stamped out of metals that are used to solder or connect electronic circuitry,
to package electronic circuitry, to dissipate heat or provide an interface for
an electronic connection. Stampings manufactured by the Company, in dimensions
as small as .005 inches, include preforms, heat sinks, jumper chips, bonding
islands, connectors, frames, seals, bases, and cans. The Company also produces
rolled strip.

               Preforms are custom shaped stampings used to solder metal parts
to a substrate (a base on which the electronic circuitry rests). Preforms must
quickly change from a solid state to a molten state and back again to effectuate
an efficient bond. Heat sinks are specialized metal stampings used to dissipate
heat generated by electrical currents. Jumper chips, bonding islands and
connectors are metal stampings generally used to provide an interface for an
electrical connection. Rolled strip is metal, either in pure or alloy form, that
is flattened from an ingot to a specified thickness and slit to a width to meet
a customer's specification or matched to fit with a die in the Company's
manufacturing process.

               Stampings are produced from a variety of metals, including
copper, aluminum, gold and gold alloys, and special metals such as molybdenum,
and clad and plated materials. Molybdenum is a metal used for its unique heat
dissipating properties. Clad materials, which are also used to manufacture
precision stampings, are pieces of two or more different metals laminated
together, and are generally used as an interface between aluminum and gold
circuitry. The Company also has stampings plated for enhanced soldering and
brazability.

               Tape on Reel Products. The Company offers a number of packaging
options for its stamping products, including bulk packaging, parts supplied on
carrier strips and, for high volume parts, tape on reel packaging. Tape on reel
packaging is used to support surface mount assembly operations. The Company
offers its customers stampings packaged on contact or pocket tape. Since many of
the Company's stamped products are very small, the Company employs the use of
automated and manual tape on reel equipment to perform this packaging function.
The Company is also in the process of completing a class 10,000 clean room to
facilitate the packaging of die ("semiconductor chips") in tape on reel.

               Seal Frames. In electronic applications of high reliability
(military, medical and aerospace) where a circuit is exposed to severe
environmental conditions (oceanographic and automotive applications) an
electronic package is used to hermetically seal the circuit to insure its
reliability. To obtain hermeticity, a sealing frame is brazed (a process similar
to soldering) to either a ceramic or metal base and at a later point in the
production a lid is added to complete the protective environment.

               Powdered Metal Heat Dissipation Products. Heat dissipation
products are used to conduct heat away from critical areas of electronic
circuits where it can be dissipated. Heat dissipation products are primarily
used to conduct heat in high power wireless communication devices and high speed
microprocessor packages. In 1991 with the financial and technical support of one
of its customers, Polese began the development of a powdered copper/tungsten

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material with a more homogeneous copper and tungsten particle distribution than
similar copper/tungsten materials available in the marketplace. In early 1995,
the Company obtained a patent for a Method for Making Heat-Dissipating Elements
for Micro-Electronic Devices. Polese utilizes this proprietary method to
manufacture copper/tungsten heat dissipation products. The Company has also
developed a non-electronic use of its powdered metal technology with the recent
introduction of a copper/tungsten metal matrix composite for a sole weight for
Taylor Made Golf's Titanium Bubble 2 (TM) irons.

               Other EDM Products. As a result of Polese's successful EDM
operation in the manufacture of seal frames, a number of special products have
been brought to Polese for manufacture. At this time, Polese is manufacturing
small and complicated parts for the medical supply and other industries.

               Silicon Wafer Polishing and Reclaiming Services. ASP and SMSBV
offer a variety of high tech, state-of-the-art wafer polishing and reclaiming
services to the semiconductor industry. ISP will offer the same services once it
begins operations, in the second quarter of 1997. Reclaimed wafers are used in
the evaluation and testing of equipment and processes in semiconductor
fabrication. In 1995, ASP relocated from a 6,000 square foot facility to a new
18,000 square foot facility and acquired additional equipment. In 1996, ASP
acquired an adjacent parcel of land adjoining its facility and is in the process
of adding approximately 10,000 square feet onto its existing facility,
significantly increasing its capacity. The expansion of the building is expected
to be completed in the second quarter of 1997.

               Coaxial Contacts and Connectors. Retconn manufactures RF coaxial
contacts and connectors which are sold principally to manufacturers in the
wireless communication and computer industries. Retconn's products include a
full line of DM subminiature RF contacts and connectors, including solder,
solder/crimp, and crimp/crimp standard coaxial contacts. It has a line of SMA,
SMB, SMC and MCX connectors that meet military specifications. In addition, it
offers cable terminations and specials. Retconn also offers cable assemblies to
its customers and is initiating a program to expand its cable assembly
operations in the United States.


Raw Materials and Principal Suppliers

               The Company in most cases utilizes two or more alternative
sources of supply for each of its raw materials. In certain instances, however,
the Company will use a single source of supply when directed by a customer or by
need. In order to ensure the quality of the Company's products, the Company has
instituted strict supplier evaluation and qualification procedures. Once a
supplier has been qualified to supply materials to the Company, the supplier
will be included on the Company's preferred supplier list and will be evaluated
and rated on an ongoing basis. The Company considers several of its vendors as
principal suppliers. For precious metals the Company's vendors include Fleet
Precious Metals, Sigmund Cohen, Handy and Harmon, Degussa Metz Metallurgical
Corp. and Engelhard Corporation.

               The parent company makes extensive use of precious metals,
including gold and, to a lesser extent, silver and platinum, as raw materials in
the manufacture of certain of its products. Precious metals, particularly gold,
are utilized based up on their reliability and conductivity. The prices at which
the Company purchases precious metals are based upon market prices of precious
metals at the time of purchase. Such metals have historically been subject to
significant price fluctuations and the markets for such metals subject to
volatility as a result of numerous factors beyond the control of the Company.

               Substantially all of the parent company's gold requirements are
currently purchased from Fleet Precious Metals ("Fleet") pursuant to a
consignment agreement. Under the agreement, Fleet has agreed to advance up to
the lesser of 6,000 troy ounces of gold or gold having a market value of
$2,700,000. The agreement provides that title to the gold remains with Fleet
until the finished material is shipped, at which time the parent company is
required to replace the gold. The prices paid by the parent company for its
purchases are generally based upon the Comex or the Second London gold price and
are fixed automatically on a first-order, first-priced basis. The parent company
pays for gold in cash as of the date of purchase and pays a fee computed daily,
currently at the rate of 3.25% per annum, based upon the value of gold consigned
to the parent company. The agreement with Fleet expires on December 23, 1998.
The Company believes that there are alternative sources of supply for the
parent company's gold requirements in the event that the agreement with Fleet
was terminated.

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               Silver and platinum are currently purchased from various metals
trading companies. The Company has no agreements with such suppliers, but
believes that there are numerous alternative sources of supply for such metals.

               The Company purchases base metals, including aluminum, copper,
copper/tungsten, kovar, molybdenum ,solder and clad metals and specially shaped
materials from local metal distributors, cladding companies, roll formers, or
other specialized suppliers. Principal suppliers for non-precious metals and
outside processing services include Ed Fagin, Osram Sylvania, Platronics, AEP,
Donham Craft, Technical Materials and Clad Metal Specialties.

               The Company also purchases certain components used in the
assembly of coaxial contacts and connectors from such companies as Dartech
Corporation and Whiting Screw Machine Products.

               The Company's decision to purchase certain raw materials is
generally based upon whether such material is available consistent with required
specifications at a cost lower than the Company's manufacturing costs. If the
Company does not have, or could not, at a reasonable cost, develop the
manufacturing capability for a specific material, it attempts to maintain at
least two suppliers for such materials. While the Company attempts to maintain
alternative sources for the Company's raw materials and believes that
alternative sources are currently available for most of such metals and
materials, the Company is subject to price fluctuations and periodic shortages
of raw materials. The Company has no supply agreements with its suppliers and,
accordingly, purchases raw materials pursuant to purchase orders placed from
time to time in the ordinary course of business. Failure or delay by such
suppliers in supplying necessary raw materials to the Company could adversely
affect the Company's ability to manufacture and deliver products on a timely and
competitive basis.


Production Process

               Products manufactured to customer specifications account for
almost all of the Company's total revenues.

               Wire and metal ribbon are manufactured by casting pure metals
with selected additives into cylindrical shapes which are then drawn through a
series of diamond dies to progressively reduce the metal to a finished size.
Wire is then either annealed in batches or strands. Metal ribbon is made by
rolling wire into a flat shape or by slitting strip into narrow widths.
Annealing, spooling and packaging are similar to those for wire.

               The manufacturing process for stamping consists of casting
specific metals or alloy combinations into ingots which are passed through a
series of rolling mills to meet specified thickness requirements, and then slit
to specified widths. The material is stamped in a press which contains the die
for the customer's part. Parts are then cleaned and packaged to suit customer
requirements. The Company ships stampings in bulk form or employs packaging
methods to integrate its stampings with automated manufacturing equipment
utilized by its customers.

               Seal Frames are manufactured by sawing tubing, primarily copper
or kovar (a nickel alloy of steel), or "burning" the frames out of stacked
sheets of kovar on EDM machines. The seal frames are lapped (ground flat),
machined when necessary, lapped again, cleaned, plated when necessary and
inspected.

               Other EDM products are "burned" on EDM machines and finished on
CNC milling machines or in selected secondary operations.

               The manufacturing process for copper/tungsten heat dissipation
products consists of manufacturing a tool and die for the specific part,
pressing the powdered materials in a powdered metal press, sintering the parts
in a furnace, and machining them to the customer's specifications. The parts are
then cleaned, plated, tested and packaged for shipment.

               Silicon wafer polishing and reclaiming services begin with
incoming inspection of customer wafers. The wafers are sorted for reclaim
suitability and conformance to customer specifications. A report is then sent to
the customer indicating which wafers are reclaimable. While the Company from
time to time procures its own wafers, the majority of the wafers it processes
are owned by its customers. The customer usually retains title to the
reclaimable wafers throughout the polishing and reclaiming process. The wafers
are then

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processed to remove all diffusions and deposited layers (i.e., polysilicon,
metals, nitrides, oxides, etc.). A two step polishing process, similar to that
which is utilized by silicon suppliers, is then performed. The wafers are then
cleaned with a front and back side scrubbing followed by rinsing, drying and
further removal of particles. All cleaning is done in certified clean rooms
utilizing deionized water. Product quality is assured though procedural
discipline and Statistical Process Controls. Recently, the Company has achieved
the ability to consistently process wafers with particles of less than .16
microns in size, with extremely low trace metals. The Company believes that its
processing capability equals or betters that of any reclaiming capability in the
world.

               The manufacturing process for coaxial contact and connectors
begins with the machining of a variety of metals including brass, stainless
steel and beryllium copper through the use of screw machines. Secondary
operations are then performed on lathes, milling and threading machines, the
machined parts are then cleaned, heat treated and if required, are gold or
nickel plated. After plating and inspection, the machined parts along with other
component parts are assembled to produce a contact or connector. Retconn
currently sources approximately 85% of its parts machining, to a number of
outside vendors, and assembles all of its contacts and connectors in-house.

               The Company usually operates on an eight-hour daily shift five
days a week at the parent company's facility, with its tape on reel production
and aluminum wire drawing operating on a two or three shift basis, consistent
with business requirements. Polese usually operates between six and seven days
per week, with its various departments running one to three shifts per day,
consistent with business requirements. ASP usually operates on a three shift
basis five days per week. Retconn usually operates on a two shift basis five
days per week. Management believes that the Company possesses sufficient
capacity to expand production of its existing products. The Company owns much of
the equipment at its manufacturing and processing facilities and when
appropriate, leases certain equipment from third parties. Capital lease
agreements currently provide for annual principal and interest payments of
approximately $1,772,000 for 1997. The Company employs persons who are
responsible for equipment maintenance and outside contracts are used to augment
the Company's maintenance capabilities.

               The Company currently utilizes third party manufacturers in
connection with certain packaging and manufacturing processes. Such
manufacturing processes include the screw machine operations and other secondary
operations performed to produce connectors and the application of certain
surface finishes, such as plating and cladding. Additionally, the Company from
time to time arranges for third party vendors to package stamped parts for
compatibility with automated manufacturing equipment.


Quality Control

               The Company utilizes extensive in-house statistical process
quality control procedures ("SPC") and employs 23 persons engaged full-time in
quality control functions.

               A substantial portion of the Company's customers require the
Company to qualify as an approved supplier utilizing SPC. Generally, this
qualification includes providing samples to the customer, passing preliminary
evaluations and usage testing, completing customer evaluations and checklists
and undergoing extensive in-plant inspections of the Company's personnel,
manufacturing processes, equipment and associated quality control systems. The
Company has undergone numerous inspections by various customers and continues to
undergo such inspections on a regular basis. Accordingly, the Company's efforts
are devoted to ensure that its capabilities and quality control standards are
adequate to satisfy specific customer requirements. The Company receives quality
control certifications each year from various customers.

               In May 1991, the Company was designated as a "Q-1" supplier by
The Ford Motor Company. The Company is also ISO 9000 (an international quality
standard for the European community) at five of its operations and holds various
quality awards throughout the industries it serves. The Company believes that
its ISO 9000 certifications are important in establishing the Company as a world
class supplier and will greatly aid the Company in penetrating markets
for the Company's products throughout the world.


Marketing and Sales

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               The Company's domestic and foreign sales efforts are directed
towards customers in numerous industries where the Company's products have wide
application. The Company engages independent sales representatives in various
regions throughout the United States, Europe, South America, the Middle East and
the Far East for marketing to customers. These sales representatives are paid on
a commission basis. As of February 28, 1997, the Company had arrangements with
23 sales representatives in the United States and 17 sales representatives who
market the Company's products in Europe , the Middle East, Far East and South
America,including France, Germany, Italy, the United Kingdom, Sweden, Israel,
Singapore, Hong Kong, China, Taiwan, Korea, Malaysia, the Philippines, Mexico
and Brazil. The Company believes that the use of independent sales
organizations, which typically specialize in specific products and areas and,
accordingly, have specific knowledge of and contacts in particular markets,
enhances the scope of the Company's marketing and sales efforts . Pursuant to
agreements with independent sales representatives, such representatives are
prohibited from carrying a line of products competitive with the Company's
products. The Company has maintained relationships with certain of its sales
representatives since the commencement of the Company's operations in 1981 and
continues to engage new sales representatives as needed. The Company believes
that additional sales representatives are available, if required.

               The Company currently employs twenty-eight inside sales and
marketing personnel, including two of its executive officers, who are
responsible for direct sales to the Company's customers, which are generated
primarily through repeat orders. The Company's sales personnel also work closely
with customers to solicit future orders and to render technical assistance and
advice.

               Other marketing efforts include generation and distribution of
the Company's product catalogs and brochures and attendance at trade shows. The
Company also advertises in trade publications, primarily in the United States.


Product and Process Development

               The Company places significant emphasis on product and process
development and believes that such efforts are important to take advantage of
market trends and to maintain its competitive position. The Company's product
and process development activities include refinement of its manufacturing and
processing capabilities and improvement in the metallurgical composition,
durability and reliability of its products. The Company's technical personnel
and outside consultants conduct specific projects to enhance performance of the
Company's products and to meet specific customer requirements. In the past year
these efforts have led to the development of a new gold wire for flip chips, a
copper/tungsten metal matrix composite for a sole weight for Taylor Made Golf's
Titanium Bubble 2 (TM) irons, a packaging process for die in tape on reel, a new
31 series coaxial connector and process improvements which enable the Company's
reclaiming facilities to produce wafers with particles of less than .16 microns
and extremely low levels of trace metals.

               The Company has expanded its product lines and processing
capabilities through various acquisitions and a joint venture including the
Company's acquisition of Polese in 1993, ASP in 1994 and Retconn in 1996, the
ISP joint venture in 1996 and the SMS acquisition in 1997 and will continue to
seek to expand through acquisitions and other strategic alliances.

Customers

               The Company's products are sold principally to customers
servicing the computer, automotive, aerospace, military, medical, semiconductor
and communications industries. The Company's customers include M/A Com, Kyocera
America, SGS-Thompson, Delco Electronics, Motorola, Ford Motor Company, IBM,
Cardiac Pacemakers, Interpoint, Norel, Texas Instruments, National
Semiconductor, Hewlett Packard, Medtronics/Micro-Rel, Berg Electronics, Northern
Telecom, TTI and Wafernet.

               For the years ended December 31, 1996 and 1995, sales of the
Company's products, to the Company's five largest customers accounted for
approximately 36% and 46%, respectively, of the Company's revenues. For the year
ended December 31, 1996, one customer accounted for approximately 11% of the
Company's total revenues. For the year ended December 31, 1995, two customers
accounted for approximately 16% and 11%, respectively, of the


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Company's revenues.

               The Company does not maintain contracts with many of its
customers and generally sells its products pursuant to customer purchase orders.
Certain of the Company's purchase orders with customers provide for annual
requirements of a particular product. A substantial portion of the Company's
orders for products, which include precious metals, provide that the initial
price quotation is adjusted to reflect any changes in the price of precious
metals at the time of shipment. Customer purchase orders are generally filled
within two to six weeks and shipped to customers by common carrier.

               To date, the Company has relied upon foreign markets, including
Europe and the Far East, for a portion of its revenues. For the years ended
December 31, 1996 and 1995, direct sales of the Company's products into foreign
markets accounted for approximately 10% and 5.0%, respectively, of the Company's
consolidated revenues. Sales of the Company's products to foreign customers are
made through 17 foreign manufacturer's representatives. The Company believes
that a portion of its revenues will continue to be derived from the sale of its
products in foreign markets, which will result in the Company's being subject to
risks associated with foreign sales, including economic or political
instability, shipping delays, fluctuations in foreign currency exchange rates,
custom duties and export quotas and other trade restrictions. The Company is not
aware of any foreign tariffs with respect to products marketed by the Company.
Although export sales are subject to certain governmental restrictions, the
Company has not experienced any difficulties with foreign or domestic trade
restrictions.


Backlog

               The Company manufactures standard and custom products pursuant to
customer purchase orders. Backlog is comprised of orders for products which have
a scheduled shipment date within the next 12 months. Certain orders in the
backlog may be canceled under certain conditions without significant penalty. At
January 2, 1997 and 1996, the Company's backlog of orders believed to be firm
was approximately $10,067,000 and $9,273,000, respectively. The January 2, 1997
backlog amount does not include any backlog associated with SMS, which was
acquired by the Company on January 23, 1997. The Company believes that the
majority of the Company's backlog of orders existing as of January 2, 1997 will
be shipped over the next twelve months.

Competition

               The market for the Company's products is highly competitive. The
Company competes with numerous well-established foreign and domestic companies,
many of which possess substantially greater financial, marketing, personnel and
other resources than the Company and have established reputations for success in
the development, sale and service of products. Such companies include Kulicke &
Soffa Industries, Inc., Tanaka, Heraeus, Polymetallurgical Corporation, Coining
Corp., Williams Advanced Materials, Climax Specialty Metals, Inc., Johnson
Matthey, A.T. Wall, Exsil, Sumitomo Corporation, Phoenix Electronics Company of
Chicago, Inc., Radiall, Inc., Huber and Suhner, Inc. and Amphenol Corporation.
The Company believes that it is one of a limited number of manufacturers of all
of its primary products and services: fine wire and metal ribbon, precision
metal stampings, seal frames, other EDM products, powdered metal heat
dissipation products, coaxial contacts and connectors and polishing and
reclaiming of silicon wafers. The Company believes that this capability provides
an advantage in marketing products to customers which seek to limit the number
of their suppliers.

               The ability of the Company to compete successfully will depend in
large measure on its ability to maintain development capabilities in connection
with upgrading its products and quality control procedures and to adapt to
technological changes and advances in the electronics industry, including
ensuring continuing compatibility with evolving generations of electronic
components and manufacturing equipment.


Patents and Proprietary Information

               The Company's ability to compete effectively may be materially
dependent upon the


                                        8

<PAGE>

proprietary nature of its technologies. The Company has been issued a patent for
a Method for Making Heat-Dissipating Elements for Micro-Electronic Devices.
Polese Company utilizes this proprietary method to manufacture copper/tungsten
heat dissipation. The Company believes that this patent significantly improves
its position in the marketplace. The powdered metal technology covered by this
patent was acquired by the Company in connection with the Polese Company
acquisition. Few of the Company's other manufacturing processes or products are
protected by patents.

                The Company relies on proprietary know-how and employs various
methods to protect its processes, concepts, ideas and documentation associated
with its proprietary products. However, such methods may not afford complete
protection and there can be no assurance that others will not independently
develop such processes, concepts, ideas and documentation. Although the Company
has and expects to have confidentiality agreements with its employees, there can
be no assurance that such arrangements will adequately protect the Company's
trade secrets.


Government Regulation

               The Company is subject to regulations administered by the United
States Environmental Protection Agency, various state agencies and county and
local authorities. Among other things, these regulatory bodies impose
restrictions to control air, soil and water pollution. The extensive regulatory
framework imposes significant compliance burdens and risks on the Company.
Governmental authorities have the power to enforce compliance with these
regulations and to obtain injunctions and/or impose civil and criminal fines or
sanctions in the case of violations.

               The Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended ("CERCLA"), imposes strict, joint and several
liability on the present and former owners and operators of facilities which
release hazardous substances into the environment. The Resource Conservation and
Recovery Act of 1976, as amended ("RCRA"), regulates the generation,
transportation, treatment, storage and disposal of hazardous waste. In New York
State, the handling and disposal of hazardous substances is governed by the
Environmental Conservation Law, which contains the New York counterparts of
CERCLA and RCRA. In California, the handling and disposal of hazardous
substances is governed by the law which contains the California counterparts of
CERCLA and RCRA. The Rhode Island Department of Environmental Management
regulates the handling and disposal of hazardous waste in Rhode Island under the
Hazardous Waste Management Act of 1978 (counterpart to RCRA) and site
remediation regulations. The Connecticut Department of Environmental Protection
regulates the handling and disposal of hazardous waste in Connecticut under the
Bureau of Waste Management, Bureau of Water Management and Office of Natural
Resources (counterpart to RCRA) and site remediation regulations. The Texas Air
Control Board regulates permissible emissions under the Texas Clean Air Act. The
Texas Natural Resources Conservation Commission regulates industrial and
hazardous waste generation and management under Chapter 31 of the Texas
Administrative Code. Additionally, the City of Garland Texas, where ASP's Texas
facility is situated, regulates the discharge of waste water under the City of
Garland's Industrial Waste Ordinances. The Company believes that it is in
substantial compliance with all material federal and state laws and regulations
governing its operations. In 1995, Polese was cited for waste discharge of
copper and installed a new waste water treatment system to ensure compliance
with California and EPA clean water regulations. The Company continually
evaluates its environmental practices with respect to such requirements and
maintains all required licenses or permits.

               Various laws and regulations relating to safe working conditions,
including the Occupational Safety and Health Act, are also applicable to the
Company. The Company believes it is in substantial compliance with all material
federal, state and local laws and regulations regarding safe working conditions.
The Company believes that the cost of compliance with such government and
environmental regulations is not material.


Executive Corporate Officers of the Company

               Gilbert D. Raker, 53, President since December 31, 1995; Chairman
of the Board



                                        9

<PAGE>

and Chief Executive Officer of the Company since May 1990; Vice President of the
Company from November 1988 until May 1990.

               Frank J. Polese, 40, Vice Chairman of the Company since January
1996 and a Director of the Company since July 1993. Mr. Polese also served as
President of the Company from January 1994 through December 1995. From August
1991 until November 1996 and again since March 1997, Mr. Polese has served as
President of Polese Company, which was acquired by the Company on May 27, 1993,
prior to which Mr. Polese was its sole shareholder. Prior to August 1991, Mr.
Polese was a manufacturer's representative specializing in products incorporated
into microelectronic packages for the electronics industry.

               Kenneth J. Huth, 58, Executive Vice President of the Company
since January 1994. President of the Company from January 1990 to December 1993.
From 1972 until December 1989, Mr. Huth served as President of Kenneth J. Huth,
Inc., a manufacturer's representative specializing in precision stampings and
related products for the electronics industry.

               Andrew A. Lozyniak, 39, Executive Vice President since January
1995, Treasurer, Secretary and Chief Financial Officer of the Company since
February 1992. From October 1991 until January 1992, Mr. Lozyniak acted as an
independent financial consultant. From July 1986 until September 1991, Mr.
Lozyniak was employed as Controller and Treasurer of Ditri Associates, Inc.
("DAI"). In connection with his employment with DAI, Mr. Lozyniak also served in
various financial and operating positions with affiliated operating companies.
Mr. Lozyniak also served as an executive officer of six companies acquired by
the principals of DAI.

Employees

               As of February 28, 1997, the Company employed approximately 595
persons. All manufacturing personnel are paid on an hourly basis. All employees
are employed full-time except for twenty-five part-time employees. None of the
Company's employees is covered by a collective bargaining agreement. The Company
considers its relationship with its employees to be good.


Item 2. Properties.

               The Company's executive and manufacturing facility is currently
situated in a 25,000 square foot building in Mamaroneck, New York. Effective
April 15, 1997, the Company will relocate its executive offices and
manufacturing facility to a 43,700 square foot building located in Armonk, New
York. In November 1996, the Company purchased the Armonk building for
approximately $2,200,000 to house SPM's operations, $1,760,000 of which was
financed through term debt which is payable in 120 equal monthly installments of
$14,667, plus interest. In 1996, the Company leased a facility from R & R
Associates, a partnership whose general partners are Messrs. Hanau and Gordon
(founders of the Company), which lease expiries on May 31, 1997, The Company
will not renew this lease. The annual rent is $180,000, plus a portion of
property taxes, which in 1996 amounted to approximately $21,000. The Company's
Armonk facility is suitable for the Company's current needs and will initially
be operating at approximately 50% of its productive capacity. The property is
well maintained and in good condition.

               Polese entered into an agreement to lease approximately 24,211
square feet of industrial space at 10103 Carroll Canyon Road, San Diego,
California. The lease term commenced on December 1, 1993 and expires on November
30, 1998 and calls for an annual rental of $92,976 for the first year, with 4%
annual rent increases in the second through fifth years. The performance of
Polese Company's obligations under the lease is guaranteed by the Company.
Polese Company also leases approximately 7,500 square feet at 8680 Mirilani
Drive, San Diego, California. The lease term commenced on July 1, 1994 and
expires on December 15, 1999 and calls for an annual rental of approximately
$52,000. The facilities are suitable for the Company's current needs and are
operating at approximately 50% of their productive capacity. The properties are
well maintained and are in good condition.

               On November 20, 1995, ASP Realty, Inc., a Rhode Island
Corporation and wholly owned subsidiary of ASP, purchased a facility of
approximately 18,000 square feet along with land of approximately 37,000 square
feet, from ALAK Associates, for $475,000 in cash. In 1995, prior to the
acquisition of the facility and land, ASP paid ALAK Associates approximately
$56,000 in total monthly rentals for use of the facility. In the second quarter

                                       10

<PAGE>

of 1996, ASP acquired a piece of property adjacent to its plant and initiated a
program to expand its facility by 10,000 square feet. Such plant expansion is
expected to be completed in the second quarter of 1997. The property is well
maintained and is in good condition.

               ASP also leases two facilities and a warehouse in Garland, Texas.
ASP leases a 26,590 square foot facility at 2985 Market Street, Garland, Texas.
The lease on the facility commenced on January 23, 1997 and continues until
January 31, 1999 with a one year extension option. Rents during the period
beginning January 23, 1997 and ending on July 31, 1997 are at an amount equal to
the real estate taxes on the premises which amount to approximately $4,338 per
month. During the remaining term of the lease, ASP will pay real estate taxes on
the premises plus rent equal to $10,000 per month. ASP also has an option to
purchase the premises for $1,000,000 until the expiration of the lease. ASP
leases a 16,600 square foot facility at 2613 Industrial Lane, Garland, Texas.
The lease on the facility commenced on January 23, 1997 and continues until
January 31, 1999 with a one year extension option. Rents during the period
beginning January 23, 1997 and ending on July 31, 1997 are at an amount equal to
the real estate taxes on the premises which amount to approximately $908 per
month. During the remaining term of the lease, ASP will pay real estate taxes on
the premises plus rent equal to $5,000 per month. ASP also has an option to
purchase the premises for $500,000 until the expiration of the lease. The
warehouse is situated in approximately 7,500 square feet and is located at 2627
Market Street, Garland, Texas. The lease on the warehouse expires on May 21,1999
and calls for monthly rentals of $1,845 plus property taxes and utilities. ASP
has vacated the warehouse and is in the process of attempting to sublet it. The
facilities and warehouse are well maintained and are in good condition.

               Retconn's primary operations are located in a 12,000 square foot
facility in Torrington, Connecticut. The lease on the facility expires on
January 1, 1998 and calls for annual lease payments of $56,525, payable in equal
monthly installments. The lease term may be extended through 1999. Retconn also
leases a 2,500 square foot facility, on a month to month basis, near its main
facility to house its cable assembly operation. The lease expires in on June 30,
1997 and calls for monthly rentals of $1,300. The properties are well maintained
and are in good condition.

               Silicon Materials Service, B.V.'s operations are located
approximately 10,000 square foot facility at Achterdijk 8, 5705 CB, Helmond,
Netherlands. This lease was assumed by the Company pursuant to the SMS
acquisition. The lease commenced on January 1, 1994 and continues for a period
of five years and calls for annual lease payments of 43,894 Dutch Florins. The
facility is well maintained and is in good condition.

Item 3. Legal Proceedings.

               The Company is subject to claims and suits in the ordinary course
of business. Management believes that the ultimate resolution of such
proceedings will not have a material adverse effect on the Company. The Company
is not currently subject to any material legal proceedings.


Item 4. Submission of Matters to a Vote of Security-Holders.

               No matter was submitted to a vote of security holders during the
quarter ended December 31, 1996.




                                     PART II


                                       11

<PAGE>

Item 5.  Market for Registrant's Common Equity and Related Stockholder Matters.

               Information related to the Market for Registrant's Common Equity
and Related Stockholder Matters is included on page 24 of the Company's Annual
Report to security holders for the year ended December 31, 1996, and is
incorporated herein as Exhibit 13.


Item 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
        FINANCIAL CONDITION


               The Company's Management's Discussion and Analysis of
Operations and Financial Condition is included on page 24 of the Company's
Annual Report to security holders for the year ended December 31, 1996, and is
incorporated herein as Exhibit 13.


Item 7.  Financial Statements.

               The financial statements contained in Company's Annual Report to
Stockholders for the fiscal year ended December 31, 1996 are incorporated by
reference and is filed herein as Exhibit 13.



Item 8.  Changes in and Disagreements with Accountants on Accounting
         and Financial Disclosure.

               None.





                                       12

<PAGE>

                                    PART III


Item 9.  Directors, Executive Officers, Promoters and Control Persons;
         Compliance with Section 16(a) of the Exchange Act.

               Information relating to the directors of the Company included
under the heading "Election of Directors" in the Company's definitive proxy
statement prepared in connection with the April 30, 1996 Annual Meeting of
Stockholders, is incorporated herein by reference. For information relating to
executive officers of the Company, reference is made to "Executive Officers of
the Company" in Part 1, Item 1 of this report. Information relating to
compliance with Section 16( a) of the Exchange Act included under the heading
"Compliance with Section 16(a) of the Exchange Act" in the Proxy Statement is
incorporated herein by reference.


Item 10.  Executive Compensation.

                Information relating to executive compensation included under
the heading "Executive Compensation" in the Proxy Statement is incorporated
herein by reference.


Item 11.  Security Ownership of Certain Beneficial Owners and
                Management.

                Information relating to security ownership of certain beneficial
owners and management included under the heading "Voting Securities" in the
Proxy Statement is incorporated herein by reference.


Item 12.  Certain Relationships and Related Transactions.

                Information relating to certain relationships and related
transactions included under the heading "Certain Transactions" in the Proxy
Statement is incorporated herein by reference.

Item 13.  Exhibits, List and Reports on Form 8-K.

                The following is an index of the financial statements of the
Company which are herewith incorporated by reference from the Company's Annual
Report to Stockholders for the fiscal year ended December 31, 1996.

<TABLE>
<CAPTION>
                                                                            Page(s) in
                                                                          the Annual Report
         <S>                                                                  <C>
        (a) (1) Financial Statements:

                Consolidated Balance Sheet as of December 31, 1996................6

                Consolidated Statement of Income for the Years
                 Ended December 31, 1996 and 1995.................................7

                Consolidated Statement of Shareholders' Equity for the Years
                 Ended December 31, 1996 and 1995.................................8

                Consolidated Statement of Cash Flows for the Years
                 Ended December 31, 1996 and 1995.................................9

                Notes to Consolidated Financial Statements....................10-17

                Report of Independent Auditors...................................18
</TABLE>



                                       13

<PAGE>

   (a) (2) Financial Statement Schedules:

           All schedules have been omitted because of the absence of
           conditions under which they are required or because the
           required information is given in the above financial
           statements or the notes thereto included in this report.

   (b)     Exhibits:

   3.1       Certificate of Incorporation of the Company (1)

   3.2       Amendment to Certificate of Incorporation (1)

   3.3       Bylaws of the Company (1)

   4.1(a)    Underwriter's Warrant Agreement, dated as of December 20 , 1991,
             between the Company and the Underwriter (2)

   4.1(b)    Amendment No. 1 to the Underwriter's Warrant Agreement, dated as of
             April 27, 1993 (6)

   10.1      Gold Lease Agreement between the Company and Republic National Bank
             of New York dated May 17, 1989 (1)

   10.3(a)   Amended and Restated Non-Competition Agreement by and between the
             Company and Rudolf Hanau and dated as of May 23, 1990 (1)

   10.3(b)   Amended and Restated Non-Competition Agreement by and between the
             Company and Richard Gordon and dated as of May 23, 1990 (1)

   10.5(a)   Termination Agreement between the Company and Rudolf Hanau dated
             October 30, 1991 (1)

   10.5(b)   Termination Agreement between the Company and Richard Gordon dated
             October 30, 1991 (1)

   10.6      Employment Agreement between the Company and Richard Gordon dated
             October 30, 1991 (1)

   10.7      Employment Agreement between the Company and Rudolf Hanau dated
             October 30, 1991 (1)

   10.8      Non-Competition Agreement between the Company and Richard Gordon
             dated as of November 30, 1988 (3)

   10.9      Non-Competition Agreement between the Company and Rudolf Hanau
             dated as of November 30, 1988 (3)

   10.10(a)  Company's Employee Stock Option Plan (4)

   10.10(b)  Company's Amended Employee Stock Option Plan (6)

   10.12(a)  Stock Purchase Agreement dated April 30, 1993 by and between
             Registrant and Frank J. Polese (5)

   10.12(b)  Asset Purchase Agreement dated April 30, 1993 by and between the
             Registrant and Frank J. Polese (5)

   10.13(a)  Term Loan and Security Agreement dated May 27, 1993, between the
             Registrant and Union Trust Company (5)

   10.13(c)  Promissory Note dated May 27, 1993 from the Registrant to Union
             Trust Company (5)

   10.13(d)  Guaranty and Security Agreement between Polese Company, Inc. and
             Union Trust Company (5)

                                       14

<PAGE>


   10.15     Lease Agreement dated as of October 22, 1993 between Transamerica
             Occidental Life Insurance Company and Polese Company, Inc. (6)

   10.16     Form of Warrant Agreement between the Company, Continental Stock
             Transfer & Trust Company and Sands Brother & Co., Ltd. (6)

   10.17     Form of Agreement to Contribute Redeemable Warrants to Company. (6)

   10.18     Promissory Note dated May 27,1993 payable to Frank J. Polese. (6)

   10.19     Documents related to Secured Loan from Union Trust Company dated
             December 16, 1993

             (a)     Loan and Security Agreement (6)

             (b)     Promissory Note (6)

             (c)     Subordination and Intercreditor Agreement (6)

             (d)     Guaranty and Security Agreement (6)

             (e)     Loan Modification Agreement to Loan and Security Agreement
                     dated May 27, 1993 (6)

             (f)     Assignment of Patents (6)

   10.20     Documents related to Revolving Loan Agreement from Union Trust
             Company dated June 16, 1994

             (a)     Revolving Credit Agreement (8)

             (b)     Revolving Credit Note (8)

             (c)     Subordination and Pledge Agreement (8)

             (d)     Guaranty and Security Agreement of Parent (8)

             (e)     Guaranty and Suretyship Agreement of Polese Company,
                     Inc. (8)

             (f)     Assignment of Patents (8)

   10.21     Loan Modification Agreement dated November 23, 1994 to Revolving
             Credit Agreement between the Registrant and Union Trust Company (8)

   10.22     Form of Modification of Gold Lease Agreement between the Registrant
             and Republic National Bank of New York dated December 6, 1994 (8)

   10.23(a)  Employment Agreement dated as of December 15, 1994 between the
             Company and Gilbert D. Raker (8)

   10.23(b)  Modification of Employment Agreement dated as of December 15, 1994
             between Polese Company, Inc and Frank J. Polese (8)

   10.23(c)  Employment Agreement dated as of December 15, 1994 between the
             Company and Kenneth J. Huth (8)

   10.23(d)  Employment Agreement dated as of December 15, 1994 between the
             Company and Andrew A. Lozyniak (8)

   10.24     Lease Extension Agreement dated December 1, 1994 between the
             Company and R&R Associates (8)

   10.25     Lease Agreement dated as of June 1, 1994 between Nobbs Family Trust
             and Polese Company, Inc. (8)



                                       15

<PAGE>



   10.26      Lease Agreement dated as of January 1, 1995 between W. Ralph Byrne
              and American Silicon Products, Inc. (8)

   10.27      Lease Agreement dated as of January 19, 1995 between Thomas A.
              Langton and David T. Kearns, Jr. d/b/a Alak Associates, and
              American Silicon Products, Inc. (8)

   10.28      Documents related to the ASAC merger and the acquisition of the
              assets of American Silicon Products, Inc., a Rhode Island
              corporation

              (a)     Asset Purchase Agreement dated as of
                      September 28, 1994, as amended, among Peter
                      Vessella, ASPI and ASAC. (7)

              (b)     Merger Agreement dated as of November 18,
                      1994 by and among the Registrant, Newco,
                      ASAC and the stockholders of ASAC. (7)

              (c)     Consulting Agreement dated as of December
                      15, 1994 by and between the Registrant and
                      Peter J. Hurley. (7)

              (d)     Term Loan Agreement (Bridge Loan) dated
                      December 15, 1994 by and between the
                      Registrant and UTC. (7)

              (e)     Term Loan Agreement dated December 15, 1994
                      by and between the Registrant and UTC. (7)

              (f)     Promissory Note in the principal amount of
                      $8,250,000, dated December 15, 1994 from the
                      Registrant to UTC. (7)

   10.29      Documents related to Revolving Loan Agreement from First Fidelity
              Bank dated December 20, 1995.

              (a)     Revolving Loan and Security Agreement

              (b)     Revolving Promissory Note

   10.30      Documents related to Term Loan Agreement from First Union Bank of
              Connecticut dated January 4, 1996.

              (a)     Term Loan Agreement

              (b)     Term Promissory Note

   10.31(a)   Termination Agreement dated as of October 27, 1995 between the
              Company and John P. Holmes, III.

   10.31(b)   Termination Agreement dated as of October 27, 1995 between the
              Company and J. Francis Lavelle.

   10.31(c)   Termination Agreement dated as of October 27, 1995 between the
              Company and Rolf E. Soderstrom.

   10.31(d)   Termination Agreement dated as of October 27, 1995 among the
              Company Peter J. Hurley, Harrison Hurley & Co., Inc and Harrison
              Hurley & Co. II, Inc..

   10.49      1994 Amendment to Employees' Incentive Stock Option Plan. (9)

   10.50      1995 Amendment to Employees' Incentive Stock Option Plan. (9)

   10.51      Commercial Grid Note dated May 31, 1995 in the amount of
              $1,250,000 from the Company to Union Trust Company. (9)

                                       16

<PAGE>
   10.55      Stock Purchase Agreement dated as of December 20, 1995 by and
              among Retconn Acquisition, Inc. and Daniel A. LeDonne, The Richard
              C. Ashworth 1993 Trust, Richard C. Ashworth individually, William
              S. White and Retconn Incorporated.(10)

   10.56      Employement Agreement dated January 4, 1996 between Retconn
              Incorporated and Daniel A. LeDonne.(10)

   10.57      Closing Date Agreement dated January 4, 1996 amoang Retconn
              Acquisition, Inc., Daniel A. LeDonne, The Richard C. Ashworth 1993
              Trust, Richard C. Ashworth individually, William G. White and
              Retconn Incorporated.(10)

   10.58      Joint Venture Agreement dated August 28, 1996 between
              Semiconductor Alliance Pte Ltd., the Company and International
              Semiconductor Products Pte Ltd.(11)

   10.59      Intellectual Property License Agreement dated August 28, 1996
              between American Silicon Products, Inc. and International
              Semiconductor Products Pte Ltd.(11)

   10.60      Purchase Agreement dated as of January 16, 1997 between American
              Silicon Products, Inc. and Air Products & Chemicals, Inc. (12)

   10.61      Credit Agreement dated as of January 23, 1997 between the Company
              and First Union Bank of Connecticut.

   13         1996 Annual Report

   22         List of Subsidiaries of the Company

   23.1       The Consent of Goldstein Golub Kessler & Company, P.C., the
              Company's independent certified pubic accountants, to
              incorporation by reference in the Annual Report on Form 10-KSB of
              their report dated January 30, 1997.

   23.2       The Consent of Goldstein Golub Kessler & Company, P.C., the
              Company's independent certified pubic accountants, to
              incorporation by reference to Registration Statement on Form S-8
              of their report dated January 30, 1997.

   (1)        Incorporated herein by reference to the Company's Registration
              Statement No. 33-43640-NY on Form S-18, filed with the Securities
              and Exchange Commission on November 1, 1991.

   (2)        Incorporated herein by reference to the Company's Annual Report
              for the year ended December 31, 1991, filed with the Securities
              and Exchange Commission on March 31, 1992.

   (3)        Incorporated herein by reference to Amendment No. 1 to the
              Company's Registration Statement No. 33-43640-NY on Form S-18,
              filed with the Securities and Exchange Commission on December 6,
              1991.

   (4)        Incorporated herein by reference to Amendment No. 2 to the
              Company's Registration Statement No. 33-43640-NY on Form S-18,
              filed with the Securities and Exchange Commission on December 20,
              1991.

   (5)        Incorporated herein by reference to Current Report on Form 8-K
              filed with the SEC on June 11, 1993, as amended by Form 8-K/A.

   (6)        Incorporated herein by reference to the Company's Registration
              Statement No. 33-70876 on Form S-3 filed, with the Securities and
              Exchange on October 28, 1993 and as amended on December 30, 1993,
              January 20, 1994 and February 7, 1994.

   (7)        Incorporated herein by reference to Current Report on Form 8-K
              filed with the SEC on December 29, 1994.

   (8)        Incorporated herein by reference to the Company's Annual Report
              for the year ended December 31, 1995, filed with the SEC for March
              31, 1995.

   (9)        Incorporated herein by reference to the Company's Registration
              Statement No. 33-93502 on Form SB-2 filed, with the Securities and
              Exchange on June 16, 1995 and as amended on July 19, 1995 and July
              26, 1995.

  (10)        Incorporated by reference to the Company's Form 8-K filed January
              4, 1996.

  (11)        Incorporated by reference to the Company's 10-QSB filed for the
              quarter ended September 30, 1996.

  (12)        Incorporated by reference to the Company's Form 8-K filed February
              4, 1997.

                                       17

<PAGE>


               Reports on Form 8-K

               (b)          No current reports on Form 8-K were filed by the
                            registrant during the quarter ended December 31,
                            1996.









                                       18

<PAGE>


                                   SIGNATURES



               Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Company has duly caused this report to be
signed on its behalf by the undersigned, hereunto duly authorized.


                              SEMICONDUCTOR PACKAGING MATERIALS CO., INC.
                                         (Registrant)


                              By: /s/ Gilbert D. Raker
                                  ---------------------------------
                                  Gilbert D. Raker, Chief Executive
                                  Officer, President, Chairman of the Board of
                                  Directors and Director



Dated:  March 31, 1997

           Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Company and in the capacities and on the date indicated.


/s/ Gilbert D. Raker                                March 31, 1997
-----------------------------------
Gilbert D. Raker, Chief Executive
Officer, President, Chairman of
the Board of Directors and Director

/s/ Frank Polese                                    March 31, 1997
-----------------------------------
Frank J. Polese, Vice Chairman
and Director

/s/ Kenneth J. Huth                                 March 31, 1997
-----------------------------------
Kenneth J. Huth, Executive Vice
President

/s/ Andrew A. Lozyniak                              March 31, 1997
-----------------------------------
Andrew A. Lozyniak, Executive Vice
President, Treasurer and Secretary

/s/ Mark Pinto                                      March 31, 1997
-----------------------------------
Mark Pinto, Director

/s/ John U. Moorhead, II                            March 31, 1997
-----------------------------------
John U. Moorhead, II, Director

/s/ Steven B. Sands, Director                       March 31, 1997
-----------------------------------
Steven B. Sands, Director

/s/ Richard D. Fain, Director                       March 31, 1997
-----------------------------------
Richard D. Fain, Director


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