UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.  20549


                                 FORM 10-Q


      [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
            SECURITIES EXCHANGE ACT OF 1934


               For the quarterly period ended September 30,1996
                                    OR


      [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
            SECURITIES EXCHANGE ACT OF 1934


            For the transition period from ________ to ________

                       Commission file number 1-4438


                          O'SULLIVAN CORPORATION
      --------------------------------------------------------------
          (Exact name of registrant as specified in its charter)


            Virginia                                54-0463029
      --------------------------------------------------------------
      (State or other jurisdiction of               (I.R.S. Employer
       incorporation or organization)             Identification No.)


      1944 Valley Avenue, P.O.Box 3510, Winchester, Virginia   22601
      --------------------------------------------------------------
     (Address of Principal Executive Offices)              (Zip Code)


                              (540) 667-6666
      --------------------------------------------------------------
           (Registrant's telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed all 
reports required to be filed by Section 13 or 15(d) of the Securities 
Exchange Act of 1934 during the preceding 12 months (or for such 
shorter period that the registrant was required to file such reports), 
and (2) has been subject to such filing requirements for the past 90 
days.

                            Yes  [X]    No  [ ]

As of October 31, 1996 there were 15,970,722 shares of Common 
Stock, Par Value $1, outstanding.

                     PART I. FINANCIAL INFORMATION
                     ITEM 1. FINANCIAL STATEMENTS
                O'SULLIVAN CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED BALANCE SHEETS
                              (Unaudited)

                                     September 30,       December 31,
                                         1996                1995
                    ASSETS           ------------        ------------
Current Assets
  Cash and cash equivalents          $  8,767,635        $ 10,400,583
  Receivables                          30,882,102          30,458,872
  Inventories                          39,790,712          42,196,303
  Deferred income tax assets            2,263,371           2,262,636
  Other current assets                  3,714,024           3,562,325
                                     ------------        ------------
          Total current assets       $ 85,417,844        $ 88,880,719
                                     ------------        ------------
Property, Plant and Equipment        $ 47,440,266        $ 48,027,329
                                     ------------        ------------
Intangibles                          $    396,792        $    497,251
                                     ------------        ------------
Other Assets                         $ 13,107,607        $ 12,591,226
                                     ------------        ------------
          Total assets               $146,362,509        $149,996,525
                                     ============        ============
  LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
  Current portion of long-term debt  $  1,772,258        $  1,665,448
  Accounts payable                     14,156,560          15,714,112
  Accrued expenses                      8,576,517          10,574,317
                                     ------------        ------------
          Total current liabilities  $ 24,505,335        $ 27,953,877
                                     ------------        ------------
Long-Term Debt                       $     22,087        $     51,745
                                     ------------        ------------
Other Long-Term Liabilities          $  2,358,516        $  2,708,799
                                     ------------        ------------
Deferred Income Tax Liabilities      $  3,520,173        $  3,519,139
                                     ------------        ------------
Commitments and Contingencies        $        - -        $        - -
                                     ------------        ------------
Stockholders' Equity
  Common stock, par value $1.00 per
    share; authorized 30,000,000
    shares                           $ 15,970,722        $ 16,510,402
  Additional paid-in capital            4,778,969          10,182,295
  Retained earnings                    95,580,628          89,453,514
  Cumulative translation adjustments     (211,241)           (220,566)
  Unrecognized pension costs, net of
    deferred tax effect                  (162,680)           (162,680)
                                     ------------        ------------
          Total stockholders' equity $115,956,398        $115,762,965
                                     ------------        ------------
          Total liabilities and
            stockholders' equity     $146,362,509        $149,996,525
                                     ============        ============

The accompanying notes are an integral part of the consolidated 
financial statements.
                  O'SULLIVAN CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED INCOME STATEMENTS
                                (Unaudited)

                                      For The Three Months Ended
                                            September 30,
                                 ----------------------------------
                                      1996                  1995   
                                 ------------          ------------
Net sales                        $ 47,552,955          $ 48,551,668
Cost of products sold              40,772,307            39,815,021
                                 ------------          ------------
  Gross profit                   $  6,780,648          $  8,736,647
                                 ------------          ------------

Operating expenses
  Selling and warehousing        $  2,425,740          $  2,170,955
  General and administrative        1,851,359             2,046,363
  Relocation charge                       - -                 9,783
                                 ------------          ------------
                                 $  4,277,099          $  4,227,101
                                 ------------          ------------

  Income from operations         $  2,503,549          $  4,509,546
                                 ------------          ------------

Other income (expense)
  Interest income                $    139,657          $    179,097
  Interest expense                    (19,812)              (40,089)
  Other, net                           27,965                73,574
                                 ------------          ------------
                                 $    147,810          $    212,582
                                 ------------          ------------

  Income before income taxes     $  2,651,359          $  4,722,128

Income taxes                        1,104,660             1,937,386
                                 ------------          ------------
    Net income                   $  1,546,699          $  2,784,742
                                 ============          ============


Net income per common share      $        .10          $        .17
                                 ============          ============

Dividends per common share       $        .08          $        .08
                                 ============          ============

Average shares outstanding         16,023,372            16,510,549
                                 ============          ============







The accompanying notes are an integral part of the consolidated 
financial statements.

                  O'SULLIVAN CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED INCOME STATEMENTS
                                (Unaudited)

                                      For The Nine Months Ended
                                            September 30,
                                 ----------------------------------
                                     1996                  1995   
                                 ------------          ------------
Net sales                        $167,119,455          $160,674,517
Cost of products sold             136,240,558           128,465,955
                                 ------------          ------------
  Gross profit                   $ 30,878,897          $ 32,208,562
                                 ------------          ------------

Operating expenses
  Selling and warehousing        $  8,662,617          $  7,907,693
  General and administrative        5,976,863             6,078,865
  Relocation charge                       - -               716,650
                                 ------------          ------------
                                 $ 14,639,480          $ 14,703,208
                                 ------------          ------------

  Income from operations         $ 16,239,417          $ 17,505,354
                                 ------------          ------------

Other income (expense)
  Interest income                $    386,347          $    664,420
  Interest expense                    (95,554)             (117,732)
  Other, net                          203,815               (11,474)
                                 ------------          ------------
                                 $    494,608          $    535,214
                                 ------------          ------------

  Income before income taxes     $ 16,734,025          $ 18,040,568

Income taxes                        6,722,520             7,208,461
                                 ------------          ------------
    Net income                   $ 10,011,505          $ 10,832,107
                                 ============          ============


Net income per common share      $        .62          $        .66
                                 ============          ============

Dividends per common share       $        .24          $        .23
                                 ============          ============

Average shares outstanding         16,244,215            16,501,680
                                 ============          ============







The accompanying notes are an integral part of the consolidated 
financial statements.

                  O'SULLIVAN CORPORATION AND SUBSIDIARIES
                   CONSOLIDATED STATEMENTS OF CASH FLOW
                                (Unaudited)

                                              For the Nine Months Ended
                                                    September 30,
                                            -----------------------------
                                                1996             1995
Cash Flows From Operating Activities        ------------     ------------
  Net income                                $ 10,011,505     $ 10,832,107
  Adjustments to reconcile net income
   to net cash provided by operating
   activities:
    Depreciation and amortization              5,624,780        5,253,559
    Provision for doubtful accounts              279,271          362,846
    Gain on disposal of assets                  (507,151)         (30,091)
    Interest accrual on zero coupon
      notes receivable                           (10,275)        (192,575)
    Interest accrual on zero coupon
      notes payable                              112,960          112,632
    Foreign currency exchange rate gains         (25,421)        (117,351)
    Unremitted loss from joint venture            70,441              - -
    Change in operating assets and liabilities:
      Receivables                               (702,501)       6,604,260
      Inventories                              2,405,591       (9,481,814)
      Other current assets                      (151,699)       1,125,322
      Accounts payable                        (1,557,552)         516,766
      Accrued expenses                        (1,997,800)      (1,635,411)
                                            ------------     ------------
  Net cash provided by
   operating activities                     $ 13,552,149     $ 13,350,250
                                            ------------     ------------
Cash Flows From Investing Activities
  Purchase of property, plant and equipment $ (5,465,838)    $ (7,878,539)
  Proceeds from disposal of fixed assets       1,038,722          129,627
  Decrease in deposits                               - -          353,245
  Loan to joint venture                         (441,000)             - -
  Other, net                                    (454,736)        (336,843)
                                            ------------     ------------
  Net cash used in investing activities     $ (5,322,852)    $ (7,732,510)
                                            ------------     ------------
Cash Flows From Financing Activities
  Repayment of long-term debt               $    (35,808)    $    (21,449)
  Purchase of common stock                    (5,942,046)          (1,348)
  Issuance of common stock                           - -          246,985
  Cash dividends paid                         (3,884,391)      (3,629,899)
                                            ------------     ------------
  Net cash used in financing activities     $ (9,862,245)    $ (3,405,711)
                                            ------------     ------------
Increase (decrease) in cash and
  cash equivalents                          $ (1,632,948)    $  2,212,029

Cash and cash equivalents at:
  beginning of period                         10,400,583        9,701,801
                                            ------------     ------------
  end of period                             $  8,767,635     $ 11,913,830
                                            ============     ============

The accompanying notes are an integral part of the consolidated financial 
statements.
                  O'SULLIVAN CORPORATION AND SUBSIDIARIES
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note A.   Basis of Financial Statement Presentation

The accompanying unaudited consolidated financial statements include 
the accounts of O'Sullivan Corporation and its wholly-owned 
subsidiaries.  All material intercompany accounts and transactions 
have been eliminated in consolidation.

Investments in affiliates in which the Corporation has a 20% to 50% 
interest are carried at cost adjusted for the Corporation's 
proportionate share of the affiliate's undistributed earnings or loss.

In the opinion of management of the Corporation, the unaudited 
consolidated financial statements contain all material adjustments 
necessary to fairly present the Corporation's financial position as of 
September 30, 1996 and December 31, 1995 and the results of its 
operations and cash flows for the three and nine months ended 
September 30, 1996 and 1995.  Such adjustments consist only of normal 
recurring items.

Certain information and footnote disclosures normally included in 
financial statements prepared in accordance with generally accepted 
accounting principles have not been included in these statements.  
These statements should be read in conjunction with the financial 
statements, notes and other disclosures thereto included in the 
Corporation's 1995 Annual Report to Stockholders and Form 10-K.

The results of operations for the nine months ended September 30, 1996 
are not necessarily indicative of the operating results for the full 
year.

Note B.   Receivables

Receivables are presented net of an allowance for doubtful accounts of 
$1,128,207 at September 30, 1996 and $898,648 at December 31, 1995.  
Receivable balances for automotive related business were $13,775,200 
at September 30, 1996 and $13,825,514 at December 31, 1995.

Note C.   Inventories

At September 30, 1996 and December 31, 1995, inventories were composed 
of the following:

                                      September 30,      December 31,
                                          1996               1995
                                      ------------       ------------
            Finished goods            $ 12,863,154       $ 11,801,242
            Work in process              9,749,013         10,754,865
            Raw materials               13,952,695         16,373,017
            Supplies                     3,225,850          3,267,179
                                      ------------       ------------
                                      $ 39,790,712       $ 42,196,303
                                      ============       ============




Slow-moving inventories at September 30, 1996 amounted to $1,529,881 
less a reserve of $464,663.  At December 31, 1995 slow-moving 
inventories amounted to $1,268,587 less a reserve of $98,959.  Slow-
moving inventories is an estimate of inventory held in excess of one 
year's requirements, based on historical sales volumes.

Note D.   Property, Plant and Equipment

At September 30, 1996 and December 31, 1995, property, plant and 
equipment were composed of the following:

                                      September 30,      December 31,
                                          1996               1995
                                      ------------       ------------
            Land                      $  1,170,289       $  1,262,754
            Buildings                   27,359,695         26,898,482
            Machinery and equipment     71,000,872         67,730,663
            Transportation equipment     3,622,944          3,626,921
                                      ------------       ------------
                                      $103,153,800       $ 99,518,820
            Less accumulated
              depreciation              55,713,534         51,491,491
                                      ------------       ------------
                                      $ 47,440,266       $ 48,027,329
                                      ============       ============

Note E.   Accrued Expenses

At September 30, 1996 and December 31, 1995, accrued expenses were 
comprised of the following:

                                      September 30,      December 31,
                                          1996               1995
                                      ------------       ------------
            Accrued compensation      $  1,865,639       $  2,633,871
            Employee benefits            1,086,100          1,447,905
            Dividends payable            1,276,011          1,319,419
            Contingency reserve for
             discontinued operations     2,182,511          2,417,252
            Other accrued expenses       2,166,256          2,755,870
                                      ------------       ------------
                                      $  8,576,517       $ 10,574,317
                                      ============       ============

Note F.   Debt

Long-Term Debt

                                            September 30, December 31,
                                                1996         1995
                                             ----------   ----------
  Unsecured non-interest bearing 
   promissory note payable to Melnor 
   Industries, Inc. discounted at 9.00% 
   due on November 24, 1996.  The 
   principal amount of the note is
   $1,463,037.                               $1,434,477   $1,340,738



                                            September 30, December 31,
                                                1996         1995
                                             ----------   ----------
  Non-interest bearing obligation payable 
   to Melnor Industries, Inc., discounted 
   at 9.00%.  Payment is contingent upon 
   Melnor Industries, Inc. satisfying its 
   obligation under the New Jersey 
   Environmental Cleanup Responsibility 
   Act and the release by the State of the 
   escrow fund of $300,000 established to
   fund environmental cleanup activities.       295,552      276,331

  Notes payable from Melnor Inc. to 
   equipment finance companies due in 
   monthly payments totaling $223 
   including interest at rates from 4.9% 
   to 5.1%.  The notes are secured by
   equipment with a book value of $6,720.         3,861        5,687

  Capital lease obligations                      60,455       94,437
                                             ----------   ----------
                                             $1,794,345   $1,717,193
    Less current maturities                   1,772,258    1,665,448
                                             ----------   ----------
                                             $   22,087   $   51,745
                                             ==========   ==========

Note G.   Supplemental Cash Flow Information

Supplemental Disclosure of Cash Flow Information

                              For the Nine Months Ended September 30,
                              --------------------------------------
                                            1996         1995
                                         ----------   ----------
  Cash payments for interest,
    net of interest capitalized          $    -- --   $    6,097
                                         ==========   ==========

  Cash payment for income taxes          $5,681,229   $6,236,454
                                         ==========   ==========


















ITEM 2.        MANAGEMENT'S DISCUSSION AND ANALYSIS OF
             FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Results of Operations (Third Quarter, 1996 versus Third Quarter, 1995)
----------------------------------------------------------------------

Consolidated Operating Results

O'Sullivan Corporation consolidated net sales for the third quarter of 
1996 were $47.6 million which was a decrease of $1.0 million (2.1%) 
when compared to sales of $48.6 million for the third quarter of 1995.  
Consolidated net income was $1.6 million for the third quarter of 1996 
and $2.8 million for the third quarter of 1995, a decrease of $1.2 
million (44.5%).

Income tax expense was $1.1 million for the third quarter of 1996 and 
$1.9 million for the third quarter of 1995.  The decrease in income 
tax expense resulted from the decrease in income before income taxes 
as the Corporation's effective tax rate was essentially the same for 
both periods.

Net other income decreased by approximately $65 thousand compared to 
the third quarter of 1995.


Plastics Products Segment Operating Results

Net sales for the Plastics Products segment were $41.6 million for the 
third quarter of 1996 and $42.0 million for the third quarter of 1995.  
The 1996 sales represent a decrease of $364 thousand.  The sales 
decrease recorded during the third quarter was primarily the result of 
lower sales of automotive related products.  While major automotive  
programs continue to show strong demand, overall changes in the 
product mix of products produced by the Corporation resulted in 
slightly lower sales volume.  Industrial products continue to be very 
competitively priced due to the general weakness of demand in this 
market and sales for the quarter ended September 30, 1996 were 
relatively flat.

The gross margin for this segment showed a decline when compared to 
the third quarter of 1995 (16.1% versus 19.5%).  The decline in gross 
operating margins were due to a combination of cost increases that 
were incurred as a result of a contamination of a key raw material 
supplied to the Corporation and the general competitive pressures 
associated with this business segment that prevent increased operating 
and material costs from being passed on to both automotive and 
industrial customers.

Selling expenses for the third quarter of 1996 were $1.2 million, 
representing 2.9% of net sales.  Selling expenses for the third 
quarter of 1995 were $1.1 million, representing 2.7% of net sales for 
the segment.  General and administrative expenses for the third 
quarter of 1996 were $1.4 million as compared to $1.5 million for the 
third quarter of 1995.  As a percent of net sales for this segment,  
these expenses were 3.3% for 1996 and 3.5% for 1995.




Consumer Products Segment Operating Results

Net sales were $5.9 million for the Consumer Products segment for the 
third quarter of 1996.  Net sales for the third quarter of 1995 were 
$6.6 million. The net sales for 1996 represents a decrease of $635 
thousand (9.7%).  Sales decreased during the quarter ended September 
30, 1996 due to excessive returns, defective material allowances and a 
general slow-down in the industry as a result of unfavorable weather 
conditions.

This segment experienced a decline in its gross margin for the third 
quarter of 1996 (1.5%) as compared to the third quarter of 1995 
(8.2%).  The decline in gross operating margin was the result of 
extraordinary returns and allowances resulting in significantly lower 
net sales and excessive freight-out costs incurred by the Corporation 
to relocate finished goods from New Jersey to Virginia.

Selling expenses for this segment were $1.2 million for the third 
quarter of 1996 as compared to $1.1 million for the third quarter of 
1995.  Selling expenses represented 20.8% and 16.1% of each sales 
dollar respectively for the quarters ended September 30, 1996 and 
1995.  The increase in selling expenses resulted primarily from 
increased commission, rebate and co-op advertising rates implemented 
to stimulate sales.  General and administrative expenses for the 
segment were $495 thousand and $581 thousand for the third quarter of 
1996 and 1995, respectively.


Results of Operations (Nine Months Ended September 30, 1996 versus 
------------------------------------------------------------------
             Nine Months Ended September 30, 1995)
             -------------------------------------

Consolidated Operating Results

O'Sullivan Corporation consolidated net sales for the nine months 
ended September 30, 1996 were $167.1 million compared to $160.7 
million for the first nine months of 1995, an increase of $6.4 million 
(4.0%).  Consolidated net income was $10.0 million for the first nine 
months of 1996 and $10.8 million for the first nine months of 1995, a 
decrease of 7.6%.

Income tax expense was $6.7 million for the nine months ended 
September 30, 1996 and $7.2 million for the nine months ended 
September 30, 1995.  The decrease in income tax expense primarily 
resulted from the decrease in the Corporation's income before income 
taxes as the effective tax rate was substantially the same for both 
periods.

Net other income for the first nine months of 1996 included 
approximately $500 thousand in pre-tax gains from the sale of assets.  
This income offset reductions in interest income when compared to the 
same period for 1995.







Plastics Products Segment Operating Results

Net sales for the Plastics Products segment were $132.3 million for 
the first nine months of 1996 and $127.7 million for the first nine 
months of 1995.  The 1996 sales represent an increase of $4.6 million 
(3.6%).  The sales increase recorded during the nine months ended

September 30, 1996 can be attributed primarily to increases in sales 
of automotive-related products.  The overall weakening in the market 
demand for industrial products resulted in sales through September 30, 
1996 being relatively flat as compared to the first nine months of 
1995.

The gross margin for this segment showed a decline when compared to 
the first nine months of 1995 (18.5% versus 20.4%).  As described in 
the analysis of operations for the second and third quarters, gross 
margins declined due to a combination of increased raw material costs, 
contamination problems and competitive pressures which prevented the 
Corporation from passing costs on to the customer base.

Selling expenses year to date through September 30, 1996 were $3.8 
million, representing 2.9% of net sales.  Selling expenses for the 
first nine months of 1995 were also $3.8 million, representing 2.9% of 
net sales for the segment.  General and administrative expenses for 
the nine months ended September 30,1996 and 1995 were $4.4 million.  
As a percent of net sales for this segment, these expenses were 3.3% 
for 1996 and 3.5% for 1995.


Consumer Products Segment Operating Results

Net sales were $34.8 million for the Consumer Products segment for the 
first nine months of 1996.  Net sales for the first nine months of 
1995 were $33.0 million. The net sales for 1996 represents an increase 
of $1.8 million (5.4%).Factors contributing to the sales increases 
were weather conditions more conducive to sales of the product lines, 
introduction of a new product line and product shipments during the 
second quarter of 1996 which recovered sales lost during the first 
quarter of 1996.

The gross margin for the nine months ended September 30, 1996 and 1995 
was substantially the same (18.5% versus 18.7%).  The decline resulted 
primarily from extraordinary returns, sales allowances and excessive 
freight-out expenses incurred by the Corporation.

Selling expenses for this segment were $4.9 million year to date 
through September 30, 1996 as compared to $4.2 million through 
September 30, 1995.  The increased selling expenses resulted primarily 
from increased commissions, rebates and co-op advertising rates 
implemented to stimulate sales that were lost as a result of not 
having product to deliver during the first quarter of 1996.  General 
and administrative expenses for the segment were $1.5 million for the 
nine months ended September 30, 1996 and $1.6 million for the nine 
months ended September 30, 1995.






Liquidity and Capital Resources 

Cash flows for the nine months ended September 30, 1996 resulted in a 
net decrease in cash and cash equivalents of $1.6 million.  The 
primary reason for the decrease for this period was the repurchase of 
corporate stock.

Net cash provided by operating activities was $13.6 million for the 
nine months ended September 30, 1996.  For the nine months of 1995 net 
cash provided by operating activities was $13.4 million.

Capital outlay was $5.5 million for the first nine months of 1996.  
Current capital expenditures are primarily to provide additional 
capacity and modernize present equipment to produce products for which 
orders currently exist.  Total capital outlay for 1996 is expected to 
be between $7 and $9 million.

Total corporate debt was $1.8 million at September 30, 1996 and 1995.  
Substantially all of the debt will be retired before the end of 1996.  
The Corporation still has in place a $35 million line of credit to 
provide capital to finance capital outlay and/or acquisitions.

Management believes that net cash flow from operating activities, 
along with available financing capabilities will be adequate to meet 
the Corporation's funding requirements for 1996.



































                     PART II.   OTHER INFORMATION


Item 6.    Exhibits and Reports on Form 8-K

           (a)  Exhibits

                3.1   O'Sullivan Corporation Amended and Restated
                      Articles of Incorporation, including the
                      Articles of Amendment, dated April 30, 1985, 
                      filed with the State Corporation Commission of 
                      Virginia on May 6, 1985, adopted by stockholders 
                      of O'Sullivan Corporation at the annual meeting 
                      held April 30, 1985.  (Incorporated by reference 
                      to the March 31, 1985 Quarterly Report on Form 
                      10-Q of the Corporation.)

                3.2   O'Sullivan Corporation Bylaws as amended to 
                      January 29, 1985.  (Incorporated by reference to 
                      the March 31, 1985 Quarterly Report on Form 10-Q 
                      of the Corporation.)

                3.3   O'Sullivan Corporation Amended and Restated 
                      Articles of Incorporation dated April 25, 1989, 
                      filed with the State Corporation Commission of 
                      Virginia on May 5, 1989, adopted by stockholders 
                      of O'Sullivan Corporation at the annual meeting 
                      held April 25, 1989.  (Incorporated by reference 
                      to the March 31, 1989 Quarterly Report on Form 
                      10-Q of the Corporation.)

                27    Article 5 of Regulation S-X, Financial Data
                      Schedule for Form 10-Q.

                99.1  The O'Sullivan Corporation 1995 Stock Option
                      Plan filed as exhibit 99.1 to the Corporation's
                      Form S-8 registration statement (Registration 
                      Number 033-58895) filed with the Commission on 
                      April 28, 1995 and incorporated herein by 
                      reference.

                99.2  The O'Sullivan Corporation 1995 Outside
                      Directors Stock Option Plan filed as exhibit 
                      99.2 to the Corporation's Form S-8 registration 
                      statement (Registration Number 033-58895) filed 
                      with the Commission on April 28, 1995 and 
                      incorporated herein by reference.

                99.3  1985 Incentive Stock Option Plan, Amended and
                      Restated as of July 27, 1993.  (Incorporated by 
                      reference to the Annual Report on Form 10-K for 
                      the Year Ended December 31, 1993.)

           (b)  Reports on Form 8-K - No reports on Form 8-K were 
                filed during the quarter ended September 30, 1996.





                                   SIGNATURES



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



                               O'SULLIVAN CORPORATION



                                /s/ James T. Holland
                               -------------------------------------
                               James T. Holland
                               President and Chief Executive Officer


                               /s/ C. Bryant Nickerson
                               -------------------------------------
                               C. Bryant Nickerson
                               Secretary, Treasurer
                               and Chief Financial Officer

November 12, 1996