<PAGE> 1

              UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C. 20549

                                 FORM 10-Q
(Mark One)

( 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 2-67676

                                 C.M. CORP.
           (Exact name of registrant as specified in its charter)

            Delaware                                       59-1995931
(State or other jurisdiction of                          (I.R.S. Employer
incorporation or organization)                        Identification Number)

       311 Park Place Boulevard, Suite 500, Clearwater, Florida 34619
                  (Address of principal executive offices)

                               (813) 791-2111
                             (Telephone Number)

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
                                                      -------      -------
Number of shares outstanding of the registrant's common stock as of October
31, 1996:

            Class                         Outstanding as of October 31, 1996
-----------------------------           -------------------------------------
 Common Stock, $1 par value                          1,000 shares

                                Page 1 of 17
                      Exhibit Index Located on Page 15

<PAGE> 2
                                   INDEX

                                                                 Page Number
Part I -    Financial Information
            Item 1.  Financial Statements

                Condensed Balance Sheets -
                   September 30, 1996 and December 31, 1995        3

                Condensed Statements of Operations - Three
                   and Nine Months Ended September 30, 1996
                   and 1995                                        4

                Condensed Statements of Cash Flows - Nine
                   Months Ended September 30, 1996 and 1995        5

                Notes to Condensed Financial Statements            6

            Item 2.  Management's Discussion and Analysis of
              the of the Results of Operations and Financial
              Condition                                           11

            Item 3.  Defaults Upon Senior Securities              13


Part II -   Other Information

            Item 6.  Exhibits and Reports on Form 8-K             14



<PAGE> 3

                                 C.M. CORP.
                          CONDENSED BALANCE SHEETS
                                (Unaudited)

                                                       (Dollars in Thousands)
                                                    September 30,  December 31,
                                                         1996         1995
                                                   --------------  -----------

   ASSETS
   ------

RESTRICTED CASH ..................................      $   552      $   521

ACCRUED INTEREST RECEIVABLE ......................           24           29

INVESTMENT IN RESIDENTIAL MORTGAGE LOANS, net ....          912        1,196
                                                        -------      -------

                                                        $ 1,488      $ 1,746
                                                        =======      =======

   LIABILITIES AND STOCKHOLDER'S EQUITY
   ------------------------------------

LIABILITIES:

Payable to U.S. Home Mortgage Corporation ........      $ 1,364      $ 1,364

Accrued interest and other liabilities ...........          266          268

Long-term debt, in default .......................        3,396        3,562
                                                        -------      -------

            Total liabilities ....................        5,026        5,194
                                                        -------      -------

STOCKHOLDER'S EQUITY:

Common stock, $1 par value .......................            1            1

Capital in excess of par value ...................        1,718        1,718

Retained deficit .................................       (5,257)      (5,167)
                                                        -------      -------
            Total stockholder's equity ...........       (3,538)      (3,448)
                                                        -------      -------

                                                        $ 1,488      $ 1,746
                                                        =======      =======

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

<PAGE> 4


                                 C.M. CORP.
                     CONDENSED STATEMENTS OF OPERATIONS
                           (Dollars in Thousands)
                                (Unaudited)




                                        Three Months Ended   Nine Months Ended
                                            September 30,      September 30,
                                        ------------------   -----------------
                                          1996     1995        1996    1995
                                          ------  ------      ------   -----
REVENUES:

   Interest ............................. $  76   $  89       $ 237   $ 288
                                           -----   -----       -----   -----


EXPENSES:
   Interest .............................   106     118         320     368
   Other ................................    18      20          22      25
   Provision (benefit) for losses on
        loans and real estate owned .....    22      10         (15)    148
                                          -----   -----       -----   -----
                                            146     148         327     541
                                          -----   -----       -----   -----


NET LOSS ................................ $ (70)  $ (59)      $ (90)  $(253)
                                          =====   =====       =====   =====



   The accompanying notes are an integral part of these statements.


<PAGE> 5


                                 C.M. CORP.
                     CONDENSED STATEMENTS OF CASH FLOWS
                           (Dollars in Thousands)
                                (Unaudited)



                                                      Nine Months Ended
                                                        September 30,
                                                      -------------------
                                                        1996       1995
                                                      -------     -------
Net Cash Used By Operating Activities .......          $ (87)      $ (44)
                                                       -----       -----

Cash Flows From Investing Activities:
       Proceeds from investments in
       residential mortgage loans ...........            284         550
                                                       -----       -----
       Net cash provided by investing
       activities ...........................            284         550
                                                       -----       -----

Cash Flows From Financing Activities:
       Repayment of long-term debt ..........           (166)       (433)
                                                       -----       -----
       Net cash used by financing
       activities ...........................           (166)       (433)
                                                       -----       -----

Net Increase In Cash ........................             31          73

Cash At Beginning of Period .................            521         543
                                                       -----       -----

Cash At End of Period .......................          $ 552       $ 616
                                                       =====       =====

Supplemental Disclosure:
       Interest Paid ........................          $ 322       $ 373
                                                       =====       =====




       The accompanying notes are an integral part of these statements.


<PAGE> 6


                                 C.M. CORP.
                  NOTES TO CONDENSED FINANCIAL STATEMENTS
                           (Dollars in Thousands)
                                (Unaudited)


Note 1 -  The accompanying unaudited condensed financial statements have
          been  prepared  pursuant  to  the rules and regulations of the
          Securities and Exchange Commission.  Certain information and note
          disclosures  normally  included in annual financial statements
          prepared in  accordance  with  generally  accepted  accounting
          principles  have  been  condensed or omitted pursuant to those
          rules   and   regulations. Although   C.M.  Corp.  ("Company")
          believes  that  the  disclosures made are adequate to make the
          information presented  not misleading, it  is  suggested  that
          these  condensed  financial  statements be read in conjunction
          with the unaudited  financial  statements  and  notes  thereto
          included   in  the  Company's  latest  annual  report  on Form
          10-K. The Company did not have  the  cash  funds  to  pay  the
          costs and  expenses  of  an  audit  by  independent  certified
          public  accountants  of  its  financial  statements   included
          in  such  annual  repor   and, accordingly,  those  statements
          are unaudited.

          The accompanying  unaudited condensed  financial  statements
          have been prepared in  accordance  with  generally  accepted
          accounting principles  applicable to a going concern,  which
          contemplate,  among other things,  realization of assets and
          payment of liabilities in the normal course of business, and
          do not  purport to reflect any  adjustments  relating to the
          actions,  if any, that may be taken by the Trustee resulting
          from the Events of Default as described in Note 2.

          In  the  opinion  of the  Company,  subject  to  the  matter
          discussed  in  the  preceding  paragraph,  the  accompanying
          condensed financial  statements contain all adjustments (all
          of which were  normal and  recurring)  necessary  to present
          fairly the  financial  position as of September 30, 1996 and
          December 31,  1995,  and its results of  operations  for the
          three-month and nine-month  periods ended September 30, 1996
          and 1995 and the statements of cash flows for the nine-month
          periods ended September 30, 1996 and 1995.

Note 2 -  In accordance  with  the terms of an indenture,  dated as of
          July 15, 1980,  between the Company and The  First  National
          Bank of Chicago, as amended and supplemented  ("Indenture"),
          the  Company   issued,  in   1980   and  1981,  conventional
          mortgage-backed  bonds with original principal  balances  of
          $100,000 ("Bonds") of which  $3,396 in principal  amount  is
          outstanding  at   September  30, 1996.  The  Company secured
          the Bonds pursuant to an investment in a significant  number
          of  conventional  residential  mortgage   loans   with  high

<PAGE> 7

Note 2 -  loan-to-value   ratios  that  are  located   primarily   in
(cont'd.) energy-related  areas  which  in the  mid 1980's experienced
          a sharp decline in real estate values and  high  foreclosure
          rates.  In 1987, the costs and losses  associated  with  the
          repossession,   maintenance    and   resale  of   foreclosed
          properties  increased  due to  depressed  resale   values in
          these  areas  which,  in turn,  accelerated  claims  against
          available blanket mortgage insurance coverage.  During 1987,
          the Company projected that,  based on its accelerated  claim 
          experience,  it would exhaust the blanket mortgage insurance
          coverage for the conventional mortgage loan pools securing the
          Bonds and such coverage was exhausted during 1988. As a result
          of the exhaustion of the blanket mortgage insurance coverage
          for the mortgage pools, losses have been and will be incurred
          by the Company that previously were reimbursed by the mortgage
          insurer.

          The Company establishes reserves for losses on loans and real
          estate  owned  which  reflect an estimate of the losses that
          will be incurred in connection with its investment loans and
          foreclosed   properties.   These   reserves   are  based  on
          management's  best  estimate  of  amounts  that  will not be
          reimbursed  under  insurance   policies  using  current  and
          historical  information.  These  estimates may change due to
          economic and other conditions, the resulting effect of which
          will be  recognized  in the period of change.

          The following summarizes valuation reserves for the nine months
          ended September 30, 1996 and 1995.

                                                                   Real Estate
                                                      Investments      Owned
                                                      -----------  -----------

          Balance at December 31, 1994 .............    $ 1,544      $   165
          Provision for losses .....................         53           95
          Write-offs ...............................        (31)        (141)
          Reclassification .........................        (22)          22
                                                        -------      -------
          Balance at September 30, 1995 ............    $ 1,544      $   141
                                                        =======      =======

          Balance at December 31, 1995 .............    $ 1,544      $    --
          Provision for (recovery of) losses .......          8          (23)
          Write-offs ...............................         (8)           1
          Reclassification .........................        (22)          22
                                                        -------      -------
          Balance at September 30, 1996 ............    $ 1,522      $   --
                                                        =======      =======



<PAGE> 8

Note 2 -  The  Company  does  not  have,   nor  expect  to  have,  any
(cont'd.) significant  assets other than the mortgage  loans,  reserve
          funds and primary  mortgage  insurance  policies  pledged as
          collateral  for  each  series  of  Bonds.  Accordingly,  its
          ability to pay the  principal and interest on the Bonds when
          due  depends on the  ongoing  cash flow and any  liquidation
          proceeds to be generated by the pledged  loans and the funds
          available  from the  reserve  funds and  coverage  under the
          primary mortgage  insurance  policies.  Substantially all of
          the pledged  mortgage loans are insured by private  mortgage
          insurance  coverage for mortgagor  payment  defaults down to
          approximately  72% of the original  value of the  underlying
          properties on the date of origination of the loans.

          Under the terms of the  Indenture,  the  Company  agreed  to
          provide the Trustee with the periodic reports filed with the
          Securities and Exchange Commission ("SEC") and to provide an
          annual statement to the  bondholders.  The Company does  not
          have, nor does it expect to have,  the cash funds to pay for
          the costs and expenses of (a) the annual audit of its financial
          statements required to be included in the annual report filed
          with the SEC or (b) the annual statement to be provided to the
          bondholders.  Accordingly, the financial statements included
          in the Company's  latest annual report and those included in
          the Company's  annual  reports filed with the SEC since 1991
          are unaudited and the Company did not and no longer  intends
          to  provide  annual  statements  to  the  bondholders  which
          results  in   non-compliance   with  a  covenant  under  the
          Indenture,  permitting  the Trustee or holders of 25% of the
          Bonds to accelerate their maturity.

          The remaining Series A and Series B Bonds have maturities of
          July 31, and August 31, 2000, respectively. On May 28, 1992,
          the Trustee  notified  the Company  that an Event of Default
          (as defined in the  Indenture)  and a default have  occurred
          under Section 6.01(4) and Section 6.01(2),  respectively, of
          the  Indenture.   The  Trustee   declared  the   outstanding
          principal balance of all of the remaining Bonds issued under
          the   Indenture   to  be   immediately   due  and   payable.
          Accordingly,  pursuant to Section 12.02(a) of the Indenture,
          the Company will no longer redeem any of the Bonds.

          As part of the Trustee's annual report to bondholders, dated
          July 14, 1992, the Trustee  notified the  bondholders of the
          notices to the Company on May 28, 1992 relating to the Event
          of Default and default under the Indenture and  acceleration
          of all amounts due on the remaining Bonds. In addition,  the
          Trustee  enclosed  a special  report,  dated  July 2,  1993,
          ("July   Report")   with  its  1993  annual  report  to  the
          bondholders  summarizing,  among other things,  the remedies
          available  under the  Indenture  and the  actions  taken and
          proposed to be taken by the  Trustee  relating to the Events

<PAGE> 9

Note 2 -  of Default. The Trustee informed the bondholders in the July
(cont'd.) Report that it had retained AM&G  Financial  Services,  Inc.
          (now known as First Security Capital Markets and hereinafter
          referred  to as  "FSCM")  in the last half of 1992 to review
          and  analyze the  collateral  securing  the Bonds.  The July
          Report  concludes that (a) the proceeds from the liquidation
          of the  collateral  would not be  sufficient  to pay  either
          series of Bonds in full and (b) the  projected  future  cash
          flows from the collateral will also result in a shortfall in
          repayment of principal for both series of Bonds.

          Subsequently,  the Trustee  mailed another  special  report,
          dated  December  3,  1993   ("December   Report"),   to  the
          bondholders  to  update  the  July  Report  and  advise  the
          bondholders of the course of action that had been elected by
          the Trustee.  As part of the December Report,  FSCM analyzed
          the  collateral,  including  the reserve  funds,  using more
          current  information  as of August 30, 1993 to determine the
          economic value to the bondholders of immediately liquidating
          the  collateral  and  distributing  the  proceeds  from  the
          liquidation  to the  bondholders,  compared  to the value of
          holding the collateral intact over the remaining life of the
          Bonds  and  using  the  income  stream  generated  from  the
          collateral to pay the Bonds.

          Based on this analysis and after  considering the additional
          costs and risks to maintain   the  trust estate intact,  the
          Trustee   also   stated   in   the  December   Report   that
          ". . . the   Trustee  has determined  not  to hold the Trust
          Estate,  but  rather  to  liquidate  the  Trust  Estate  and
          distribute the proceeds to the Bondholders"  and the Indenture
          will be terminated.

          The Trustee  informed the  bondholders in the Trustee's 1994
          annual  report to  bond-holders,  dated July 15, 1994,  that
          FSCM subsequently  obtained appraised values and/or brokers'
          estimated  values  for  all  the  properties   securing  the
          mortgage  loans.  Based on those values,  the Trustee stated
          that, due to the depreciation in the value of the properties
          to a  greater  extent  than  was  assumed  previously,  such
          depreciation in value is likely to have a significant effect
          on the bondholders' ultimate recovery of their investment in
          the Bonds.

          The Trustee issued a special report,  dated October 7, 1994,
          of the final  findings  ofFSCM in which the  Trustee  stated
          their  intent to hold the  collateral  for the  present  and
          review  periodically this decision with FSCM. As part of the
          Trustee's annual reports to bondholders for 1996 (dated July
          15, 1996) and 1995 (dated July 15, 1995), the Trustee stated
          in both reports it was not aware of any  material  change in
          the assumptions or market  conditions used in their decision
          in October 1994 to hold the collateral for the present.


<PAGE> 10

Note 2 -  The  Trustee  requested  reimbursement  from the Company for
(cont'd.) costs of legal  counsel  and  FSCM's  collateral  evaluation
          services  relating  to the Events of  Default  and for trust
          administration services of the Trustee. The Company does not
          have,  nor  does it  expect  to  have,  the  cash  funds  to
          reimburse  the Trustee for these costs.  The Trustee may, in
          certain  instances,  apply moneys from the reserve  funds or
          from the sale of the  pledged  collateral  to the payment of
          expenses  incurred and advances made by the Trustee pursuant
          to Section 7.07 of the Indenture.  As of September 30, 1996,
          the  Trustee  withdrew on a  cumulative  basis $106 from the
          reserve  fund for the Series A Bonds and the same  amount of
          $106 from the reserve  fund for the Series B Bonds for these
          costs.

          Thus far,  the Company has made timely  payments  due to the
          bondholders under the terms of the Indenture.  However,  the
          Company believes that the exhaustion of the blanket mortgage
          insurance coverage for the Bonds issued by the Company,  the
          anticipated   withdrawal  by  the  Trustee  for   additional
          expenses and advances for its trust administration  services
          and for  expenses  and  costs of the  Events of  Default,  a
          continuation  of the high costs and losses  associated  with
          foreclosures  on pledged  loans and the  application  by the
          Company of certain proceeds from insurance claims, principal
          prepayments  and  foreclosures to payment of interest on the
          Bonds rather than to redemptions or prepayments of principal
          on the Bonds will in the future cause a  deficiency  in cash
          flows  available  for the payments due on the related  Bonds
          and the eventual  depletion of the cash reserve funds.  Such
          an event  would  cause the  Company to be unable to meet its
          normal debt service  requirements  under the Indenture.  The
          Company  agrees with the Trustee that the proceeds  from any
          sale of the  remaining  collateral  by the  Trustee  will be
          insufficient to pay the Bonds in full. Accordingly,  holders
          of Bonds would receive less than the  principal  amounts due
          on their Bonds.


<PAGE> 11


Note 2  - U.S. Home Mortgage  Corporation  ("Mortgage"),  as servicer,
(cont'd.) is not  obligated  to advance delinquent payments due on the
          pledged mortgage loans unless  it reasonably  believes  that
          such advances will ultimately be recoverable  from  mortgage
          insurance  proceeds.  On   March  27,  1991,  Mortgage,   as
          servicer,  advised  the  Company  that it will  not  advance
          delinquent  mortgage loan payments due to the uncertainty of
          the  recoverability  of  such  advances.  As a  result,  the
          Trustee withdrew a portion of the reserve funds on March 28,
          1991  and  March  30,  1992 to make  the  required  interest
          payments  on the  Series B Bonds and on August  28,  1996 to
          make such payments on the Series A Bonds. In addition to the
          withdrawals  from the reserve  funds by the Trustee for bond
          administration costs and expenses, the anticipated cash flow
          deficiencies to meet future debt service  requirements  will
          also result in further  withdrawals from each of the reserve
          funds  for  both  series  of Bonds  until  these  funds  are
          eventually   exhausted.   As  of  September  30,  1996,  the
          remaining  balance  in each of the two  cash  reserve  funds
          separately  securing the Series A and B Bonds outstanding on
          that date was approximately $249 and $206, respectively.


<PAGE> 12



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


          Results of Operations -

          Interest  revenues and expenses  decreased during the three and
          nine month  periods  ended  September  30, 1996 compared to the
          same  periods in 1995 due,  primarily,  to a  reduction  in the
          outstanding  principal  balances  of  the  mortgage  loans  and
          long-term  debt.  The reductions in the  outstanding  principal
          balances of the mortgage  loans and  long-term  debt are due to
          principal  repayments  of the  mortgage  loans,  resulting in a
          corresponding  retirement of the related  long-term  debt.  The
          Company's  provision  for losses on loans and real estate owned
          decreased during the nine month period ended September 30, 1996
          as  compared  to the same  period  in 1995 due  primarily  to a
          reduction  in the losses for  delinquent  loans and  foreclosed
          properties.   In  addition,   the  Company's  interest  expense
          obligations on the Bonds exceed the interest revenues earned on
          the underlying pledged loans.

          The  Company's  profitability  will  continue  to be  adversely
          impacted by future  foreclosures,  the  inadequacy  of mortgage
          insurance  coverage on loans which are not now  delinquent  and
          the costs and expenses  relating to the Events of Default along
          with interest expense exceeding interest revenues.


          Financial Condition and Liquidity -

          At   September   30,   1996,   the  Company   had   outstanding
          approximately $3.4 million of  mortgage-backed  bonds ("Bonds")
          issued under two series of publicly held debt. On May 28, 1992,
          the Trustee for the Bonds notified the Company that an Event of
          Default (as defined in the Indenture) had occurred and declared
          the outstanding principal balance of all of the remaining Bonds
          issued under the Indenture to be  immediately  due and payable.
          The Company does not have, nor expect to have, any  significant
          assets other than the mortgage loans, reserve funds and primary
          mortgage  insurance  policies  pledged as  collateral  for each
          remaining series of Bonds.  Accordingly,  the Company's ability
          to pay the principal and interest on the Bonds when due depends
          on  the  ongoing  cash  flows  and  any  liquidation   proceeds
          generated by the pledged loans and the funds available from the
          reserve funds and coverage under the primary mortgage insurance
          policies.


<PAGE> 13

          Thus far,  the  Company  has made  timely  payments  due to the
          bondholders  under the  terms of the  Indenture.  However,  the
          Company  believes that the  exhaustion of the blanket  mortgage
          insurance  coverage for the Bonds  issued by the  Company,  the
          anticipated  withdrawal  by the  Trustee  to pay for its  trust
          administration  services  and for the expenses and costs of the
          Events of Default,  a continuation of the high costs and losses
          associated   with   foreclosures   on  pledged  loans  and  the
          application  by the Company of certain  proceeds from insurance
          claims,  principal  prepayments and  foreclosures to payment of
          interest on the Bonds rather than to redemptions or prepayments
          of principal on the Bonds will in the future cause a deficiency
          in cash flows  available  for the  payments  due on the related
          Bonds and the eventual  depletion  of the cash  reserve  funds.
          Such an event  would cause the Company to be unable to meet its
          normal  debt  service  requirements  under the  Indenture.  The
          Company  agrees with the Trustee that any sale of the remaining
          collateral by the Trustee will be insufficient to pay the Bonds
          in full. Accordingly,  holders of Bonds would receive less than
          the principal amounts due on their Bonds.

          For additional  information,  see "Note 2 of Notes to Condensed
          Financial Statements".



<PAGE> 14


Item 3.   Defaults Upon Senior Securities.

          The  remaining  Series  A and  Series  B  Bonds  ($3.4  million
          outstanding  at September  30, 1996) have stated  maturities of
          July 31, and August 31,  2000,  respectively.  On May 28, 1992,
          the Trustee  notified  the Company that an Event of Default (as
          defined  in  the  Indenture)  had  occurred  and  declared  the
          outstanding  principal  balance of all of the  remaining  Bonds
          issued under the Indenture to be immediately due and payable.

          For additional information, see "Note 2 of Notes to Condensed
          Financial Statements."



<PAGE> 15

PART II - OTHER INFORMATION

Item 6.     Exhibits and Reports on Form 8-K

            (a)  Exhibits

                 Exhibit 11 - Computation of Loss Per Common Share.

                 Exhibit 27 - Financial Data Schedule.

            (b)  Reports on Form 8-K

                 No  Current  Report on Form 8-K was  filed by the  Company
                 during the three months 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.


                                     C.M. CORP.
                                     (Registrant)


Date:   November  8, 1996            /s/ James R. Petty
                                     -------------------
                                     (James R. Petty)
                                     President and Chief Executive Officer
                                     (principal executive officer)


Date:   November  8, 1996            /s/ Ronald C. McCabe
                                     ---------------------
                                     (Ronald C. McCabe)
                                     Senior Vice President and Chief 
                                     Accounting Officer
                                     (principal accounting officer)


<PAGE>  16



                             INDEX OF EXHIBITS





 Exhibit                                                               Page
 Number                                                               Number
 -------                                                              ------

     11          Computation of Loss Per Common Share                   17

     27          Financial Data Schedule                                18