<PAGE> 1
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                   FORM 10-K

                 Annual Report Pursuant to Section 13 or 15(d)
                    of the Securities Exchange Act of 1934

For the fiscal year ended September 30, 1996     Commission File Number 0-20600

                            ZOLTEK COMPANIES, INC.
            (Exact name of registrant as specified in its charter)

              Missouri                                 43-1311101
  (State or other jurisdiction of          (I.R.S. Employer Identification No.)
   incorporation or organization)

3101 McKelvey Road, St. Louis, Missouri                                63044
         (Address of principal executive offices)                    (Zip Code)

Registrant's telephone number, including area code:  (314) 291-5110

Securities registered pursuant to Section 12(b) of the Act:  None

Securities registered pursuant to Section 12(g) of the Act:  Common Stock,
                                                             par value $.01
                                                            (Title of class)

            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      .
                                              ------    ------

            Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K 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-K or any amendment to this Form 10-K.  [X]

            State the aggregate market value of the voting stock held by non-
affiliates of the registrant: approximately $383,943,252 as of December 27,
1996.

            Indicate the number of shares outstanding of each of the
registrant's classes of common stock, as of the latest practicable date:  As of
December 27, 1996, 16,210,338 shares of Common Stock, par value $.01, were
outstanding.

                    DOCUMENTS INCORPORATED BY REFERENCE
            The following documents are incorporated by reference into the
indicated Part of this Report:
<TABLE>
<CAPTION>
      Document                                            Part of Form 10-K
      --------                                            -----------------
<S>                                                           <C>
Annual Report to Shareholders
      for the fiscal year ended September 30, 1996            I and II

Proxy Statement for the 1997
      Annual Meeting of Shareholders                               III
</TABLE>


<PAGE> 2

                               PART I

Item 1.       Business
------        --------

      This Annual Report on Form 10-K for the year ended September 30, 1996
and the documents incorporated by reference herein contain forward-looking
statements which are inherently subject to risks and uncertainties.
Cautionary statements made herein should be read as being applicable to all
related forward-looking statements wherever they apprear herein or in the
documents incorporated by reference herein.  The Company's actual results
could differ materially from those anticipated due to a number of factors,
including, without limitation, the following: the Company's ability to manage
rapid growth, increase its carbon fibers production capacity on a timely and
profitable basis, manufacture low-cost carbon fibers and profitably market
them at decreaseing price points, successfully operate and integrate Viscosa
and penetrate existing, identified and emerging future markets for carbon
fibers, as well as other factors discussed herein and the documents
incorporated by reference herein.

GENERAL

      Zoltek Companies, Inc. (the "Company" or "Zoltek") is a leader in the
rapidly developing carbon fibers market, manufacturing products for a diverse
range of applications based upon carbon fibers' distinctive combination of
physical and chemical properties, principally high-strength, low-weight and
stiffness.  Zoltek believes it produces carbon fibers at costs substantially
lower than those generally prevailing in the industry and, accordingly, can
supply carbon fibers for applications which are not economically viable for
most higher cost competitors.  With the December 1995 acquisition of Magyar
Viscosa Rt. ("Viscosa"), a Hungarian manufacturer of acrylic fiber and nylon
products, the Company secured access to the technology underlying the
production of the acrylic fiber raw material utilized in the manufacture of
carbon fibers.  The Company's strategy is to grow its business by continually
lowering its cost to manufacture carbon fibers, marketing its carbon fibers
at price points substantially lower than those generally prevailing in the
industry and working with current and prospective customers to develop new
carbon fiber applications.  In order to alleviate its current capacity
constraints and to meet indicated and forecasted demand for carbon fiber
products, the Company is expanding its manufacturing capacity.

      Carbon fiber composite materials are suited for a diverse range of
applications based on their distinctive combination of physical and chemical
properties. Carbon fibers are used as reinforcements in composite materials
that combine reinforcement fibers with resins or other matrix materials to
form a substance with high strength, light weight, conductivity or other
exceptional properties not found in either component alone. Carbon fibers
most often are manufactured from acrylic fiber raw material ("precursor"),
which is desirable due to the linear orientation of its molecular structure
and high carbon content (approximately 60%).  While most other producers of
carbon fibers utilize internally produced custom-made acrylic raw material,
the Company utilizes less costly textile-type acrylic fiber.

      The Company is a Missouri corporation founded in 1975. Until it entered
the carbon fibers business in 1987, the Company's business consisted of the
sale of various industrial equipment and the provision of related services.
The Company sold its equipment and services business unit toward the end of
fiscal 1995.  In November 1992, the Company completed its initial public
offering. The Company completed follow-on common stock offerings in November
1995 and September 1996.

INDUSTRY OVERVIEW

      Worldwide carbon fibers capacity (excluding the former Soviet Union and
China) was estimated to be approximately 27 million pounds per year in
calendar year 1994.  Carbon fiber


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composites are an attractive material for a diverse range of applications, based
on their distinctive characteristics, including high strength, low weight,
stiffness, toughness, resistance to corrosion, resistance to fatigue, capacity
to dissipate heat and electrical conductivity.  Until the early 1980s, the high
cost of carbon fibers precluded all but the most demanding applications,
limiting carbon fibers use primarily to the aerospace industry.  During the past
decade, as additional capacity outpaced demand from aerospace applications,
manufacturers sold excess production at significantly reduced prices.  As a
result, the distinctive characteristics of carbon fibers and the techniques for
fabricating carbon fiber composites became more broadly understood and a
number of diverse applications developed.

      A number of specialty applications are commercially viable only at
carbon fiber prices lower than those prevailing for primary aerospace
applications.  In sporting goods manufacturing, the strength-to-weight ratio,
stiffness, rapid damping and fatigue resistance characteristics of carbon
fibers have made them a desirable material for a wide range of products such
as golf club shafts, tennis racquets and bicycle frames.  In current
industrial uses, carbon fibers' non-structural properties are often most
important.  Chemical inertness is useful in corrosive applications for heat
exchanger tubing and pump cavities and in gas turbine blades; high
temperature resistance is useful in specialty metallurgical mold
applications; and combined rigidity and damping are useful in audio equipment
applications.  New developing, commercial applications identified by the
Company include cargo shipping containers, vehicle drive shafts, compressed
natural gas (CNG) tanks, civil engineering uses, wood laminates, automotive
body and structural members, mass transit vehicle components, high strength
piping, marine uses and alternative energy systems.  Currently served
specialty niche markets which the Company believes offer growth prospects
include aircraft brakes, conductive plastics, fire-retardant coatings and
specialty friction products.

      The Company believes that the substantial majority of current worldwide
carbon fibers capacity remains dedicated to production of high-cost,
high-selling price material for primary aerospace applications.  This market
segment differs in important respects from the commercial markets targeted by
Zoltek.  Switching between market segments is relatively difficult and
capital intensive.

COMPANY STRATEGY

      Zoltek's goal is to be the premier provider of low-cost carbon fibers.
Key elements of the Company's business strategy are as follows:

      Low-Cost Producer -- The Company believes it currently manufactures
carbon fibers at costs substantially lower than those generally prevailing in
the industry.  The Company intends to continue to reduce its total production
costs primarily by utilizing the acrylic fiber precursor manufactured by its
Viscosa operations after a conversion period estimated to continue through
December 1997.  Longer term, the Company believes that the precursor
manufacturing technology acquired in the Viscosa acquisition will enhance its
ability to procure from third party sources precursor with specifications
which currently are not generally available from merchant suppliers.  Acrylic
fiber precursor comprises more than 50% of the Company's total carbon fiber
product costs.

      Currently, only one textile-type acrylic fiber manufacturer, Courtaulds
Fibres, Ltd. ("Courtaulds"), produces such fiber in a form suitable for
precursor use (i.e., without additives).  While this textile-type acrylic
fiber is substantially less costly than internally produced custom-made
acrylic fiber precursor utilized by most of the Company's competitors,
Courtaulds takes advantage of its sole merchant supplier position to charge a
premium price for its fibers sold as precursor.


                                    - 3 -
<PAGE> 4

      Zoltek believes Viscosa's operations afford a strategic advantage by
providing access to the technology underlying the production of precursor.
Conversion of Viscosa's acrylic fiber capacity to produce precursor grade
material provides the opportunity to control a reliable source of precursor
on favorable terms and to optimize the carbon fibers production chain.
During early 1998, Viscosa is expected to be able to supply the Company's
carbon fiber operations with quantities of precursor which ultimately would
be sufficient to produce more than 30 million pounds annually of carbon fibers.

      Price Leadership -- Zoltek has identified various price points lower
than those generally prevailing in the industry, at which it believes
customers will incorporate carbon fibers into their products to achieve
enhanced properties and performance.  Targeted commercial market applications
include shipping containers, vehicle drive shafts, wrapping and reinforcement
for concrete structures, pressurized tanks, wood laminates, specialty piping
and a number of non-friction automotive uses.  The Company believes that
these applications alone represent potential long-term market demand
requiring substantial increases in current carbon fibers industry capacity.
The ultimate goal of the Company's pricing strategy is to market carbon
fibers for use as a base reinforcement material in composites at price levels
resulting in composite costs per unit of strength which compete favorably
with alternative base construction materials such as steel and aluminum.  The
Company believes that achievement of this pricing goal would result in
significant new product applications for carbon fibers.

      New Commercial Market Applications Development -- The Company will
continue to identify, evaluate and develop new commercial market applications
for carbon fibers.  Potential opportunities include:  (i) applications for
which carbon fiber composites have been demonstrated to be well-suited, but
which only recently have begun to be commercialized (e.g., cargo shipping
containers, vehicle drive shafts and CNG tanks); (ii) applications which have
been established in principle or in small scale projects, but for which
additional engineering and fabrication developments are required (e.g.,
earthquake-proofing of bridge columns, aircraft seating and offshore
spoolable piping); and (iii) applications in which carbon fibers may permit
totally new technologies (e.g., flywheel-based alternative energy systems and
light trains).

      As part of its efforts to expand its current range of market
applications, the Company engages in various strategic partnerships to study
the viability of the use of carbon fibers in new composite materials and
structural enhancement environments.  These relationships are designed to
build on existing expertise and industry knowledge by exploring new potential
uses for carbon fibers.  For example, studies performed by a research
consortium, including the Company, sponsored by the U.S. Advanced Research
Project Agency ("ARPA") demonstrated that columns wrapped with carbon fiber
composite materials made from the Company's carbon fibers significantly
improved the ability of bridges and other structures to withstand earthquakes.
Successful partnerships with commercial customers include long-term supply
relationships with BF Goodrich Aerospace ("BFG") and TRW Vehicle Safety Systems,
Inc. ("TRW").  More recently, the Company has established relationships with
American President Lines, Ltd. and Stoughton Composites, Inc. (shipping
containers), Compounding Technology, Inc. (computer printer components for
Hewlett-Packard Company products) and Thiokol Corp. (CNG tanks).  Zoltek
believes that as new techniques are perfected and new composites are developed,
manufacturers will help develop new commercial applications for such composites,
thereby creating further demand for the Company's products.

      The Company also plans to accelerate the development of new commercial
applications by enhancing its application engineering capability.  The
Company's applications engineers will assist prospective users of carbon
fibers in properly evaluating the utility of carbon fibers for new
applications and will consult with customers regarding modifications of their
manufacturing processes to facilitate the full use of carbon fibers.


                                    - 4 -
<PAGE> 5

CARBON FIBERS MANUFACTURING CAPACITY AND EXPANSION PLANS

      The present rated capacity of the Company's carbon fiber manufacturing
operations is approximately 3.5 million pounds per year.  The Company
currently is producing carbon fibers at its full operational capacity and
needs to expand its capacity to meet indicated and forecasted demand for
carbon fiber products.  In order to increase its production capacity, the
Company plans to construct up to 16 additional continuous carbonization lines
by the end of fiscal 1998.  In the United States, the Company plans to
initially construct a new line in the St. Louis, Missouri area, which is
expected to be operational by the third quarter of fiscal 1997, and is in the
process of selecting a site at which it intends initially to construct two
new lines planned to be operational by the end of fiscal 1997.  In Hungary,
the Company is constructing a building at its Viscosa facility which
initially will house two lines which the Company expects to be operational by
the third quarter of fiscal 1997.  The Company will use the net proceeds of
the secondary offering of its common stock completed in September 1996,
together with internally generated funds and borrowings under credit
facilities, to fund capital expenditures related to these continuous
carbonization lines.  Each continuous carbonization line has a rated capacity
of approximately 1.0 million pounds of carbon fibers per year.

      In the process of expanding capacity, the Company is developing a
standardized continuous carbonization line design in order to optimize
technical process capabilities, reduce equipment cost and shorten lead time
between the decision to add lines and the time when the lines become
operational.

CUSTOMERS AND BACKLOG

      During the fiscal year ended September 30, 1996, the Company did not have
any customer to whom sales represented greater than 10% of the Company's total
consolidated revenues.

      As of September 30, 1996 and 1995, the Company had backlogs of orders
believed to be firm aggregating more than $19.8 million and $15.9 million,
respectively (including estimated releases under long-term supply arrangements
during the succeeding 12 months.) Purchase orders from the Company's customers
are subject to amendment or cancellation.

CURRENT PRODUCT APPLICATIONS

      The Company's current primary carbon fiber product applications are as
follows:

      Aircraft Brakes

      Carbon-carbon (carbon fibers fused in a carbon matrix) is used in
aircraft brakes because its utility is enhanced by heat.  Where other
materials soften under rising temperatures, carbon-carbon grows stronger.
Developed originally as a lightweight heat shield for spacecraft, carbon-carbon
has become a key material in advanced braking systems used in fighter
aircraft, military aircraft, newer model commercial airliners and newer model
business aircraft.

      There is a growing replacement market for composite brakes with the
retirement of older aircraft and their replacement by newer model aircraft
which utilize carbon-carbon brakes.  Brake pads wear out and must be replaced
at regular intervals, typically at intervals of 750 to 2,000 landings
depending upon aircraft type, size and use.  As the relative proportion of
newer aircraft to older aircraft increases, the demand for carbon-carbon
brakes increases proportionately.  Zoltek's carbon fibers are


                                    - 5 -
<PAGE> 6

approved as the single source, or one of only two approved fibers, for many high
production new models of commercial aircraft, and for selected civil and
military aircraft.

      The Company is the exclusive supplier to BFG of carbon fibers for
aircraft brakes pursuant to a ten-year agreement (the "BFG Supply Agreement")
entered into in June 1994.  The Company anticipates aggregate sales of more
than $80 million over the term of this agreement, increasing from
approximately $5 million of expected sales in the initial years to
approximately $15 million to $18 million per year during the later years of
the contract.  The BFG Supply Agreement does not restrict the Company from
supplying carbon fibers to other aircraft brake manufacturers.

      The BFG Supply Agreement provides that in the event the Company's Board
of Directors determines to seek a sale of, or significant investment in, the
Company, it first would negotiate such proposed transaction exclusively with
BFG for specified time periods. Mr. Rumy also has agreed, subject to certain
exceptions, to negotiate exclusively with BFG for a specified period if he
determines to sell a significant amount of shares of the Company's Common
Stock. The foregoing obligations are expressly subject to applicable
fiduciary duties of the Company's directors and Mr. Rumy, as principal
shareholder.

      BFG's rights to exclusive negotiations with the Company or Mr. Rumy, as
the case may be, in the event of a proposed sale or investment terminate on
the first to occur of: (i) a material breach by BFG in performing its
obligations under the BFG Supply Agreement; (ii) such time as sales to BFG
account for less than 15% of carbon fibers sales in any trailing four
quarters; or (iii) termination of the BFG Supply Agreement.

      Automotive Airbags

      Sales of carbon fibers used in automotive airbags account for a
significant part of Zoltek's total sales of carbon fibers.  Carbon fiber
material is used as an additive in the airbag propellant mix in the
pyrotechnic type of automotive airbag produced by TRW.  The carbon fiber
material is used to improve performance in the inflation process.

      Since 1994, Zoltek has been the exclusive supplier to TRW of carbon
fibers for use in producing its pyrotechnic type of airbags.  The automotive
industry continues to conduct research and product development with respect
to airbag technology.  Accordingly, the Company believes that the volume of
sales for this application will depend upon the relative utilization of the
pyrotechnic type of airbag in automobiles and trucks in future years.

      Conductive Plastics

      Growth in computers and electronics has resulted in rising demand for
carbon fibers used in conductive plastics to dissipate static electricity or
to act as a shield against electromagnetic interference.  Used in making
plastic carrying trays for a manufacturing environment that cannot tolerate
contamination, Zoltek's carbon fibers help to safeguard the electrical
integrity of new and more powerful computer chips.  In the past three years,
Zoltek has experienced increasing levels of sales of specialty carbon fiber
fillers for conductive plastic trays used in clean room environments.  The
Company believes that this application offers significant potential for
future sales growth.  Zoltek also supplies products used in carbon
fiber-impregnated injection-molded plastic boxes to offer effective shielding
from electromagnetic interference.


                                    - 6 -
<PAGE> 7

      Shipping Containers

      Composite shipping containers utilizing carbon fibers, for rail, sea
and road transportation, offer the shipping industry significant weight
savings, reducing operating costs and increasing efficiency.  The new
Refrigerated International ISO Container built by Stoughton Composites is one
of the first composite shipping containers being commercialized.  Its design
is only made possible through the use of carbon fibers in the corner posts
and I-beams, where the majority of the loads are concentrated.  This
container weighs approximately 5,000 pounds, compared to a typical steel
container which weighs approximately 8,600 pounds.  Zoltek has partnered with
Stoughton Composites, Inc. and American President Lines, Ltd. to develop
composite shipping containers using low-cost carbon fibers.

      Vehicle Drive Shafts

      The use of carbon fibers allows a two-piece vehicle drive shaft to be
replaced with a one-piece design, reducing its average weight by
approximately 60%.  The inherent damping characteristics of composites also
reduce the noise and vibration to the passenger compartment.  New designs
with hybrid carbon fiber composites and alternative processing methods
continue to be developed to increase the cost-competitiveness of the
composite design.  Zoltek has established relationships with the leaders in
the composite drive shaft field and is a current supplier for this
application.

      Compressed Natural Gas Tanks

      Due to the superior performance, both in terms of physical
characteristics and chemical/UV resistance, carbon fibers have emerged as a
desirable material for CNG tank reinforcement.  Carbon fiber-reinforced CNG
tanks are primarily sold into the bus and other vehicle fleet market, as the
reduction of weight directly translates to increased payload capability.  In
addition, the Company believes that governmental pressure to design and
manufacture a sedan with significantly improved fuel efficiency could
continue to cause automotive manufacturers to pursue CNG technologies.
Zoltek supplies carbon fibers to several customers for use in carbon
fiber-reinforced CNG tanks.

      Fire-Retardant Coatings

      Zoltek's carbon fibers are used in fire-retardant coatings to prevent
or control fire-related disasters in chemical plants, nuclear power plants,
refineries and off-shore drilling platforms.  Used as an additive or
reinforcement, carbon fiber heightens the ability of the fire-retardant
coatings to withstand exceptionally high temperatures.

      Specialty Friction Products

      Specialty friction product applications are a natural extension of
existing aircraft brake applications.  For instance, following the lead of
aircraft makers, virtually all grand prix racing cars now use carbon-carbon
brakes and clutches because of their superior performance and long life in
high-temperature and high-friction environments.  Other friction products
utilizing carbon fibers are emerging as carbon fiber prices are reduced.  As
the price of carbon fibers is lowered, the drive for better performance and
weight reduction makes possible their use in a range of automotive
applications.  Zoltek is pursuing a number of initiatives in this area,
including pursuant to its joint product development agreement with BFG.

      Other Company products include the following:


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<PAGE> 8

      Textile Fiber Products

      Acrylic fibers currently represent Viscosa's primary product line
(approximately two-thirds of Viscosa's sales) and are used in producing a
variety of end products, including clothing and carpet.  Viscosa's acrylic
fibers are sold in regional markets, principally to textile mills in Europe
and, to a limited extent, Taiwan and the United States.  Viscosa's primary
markets for acrylic fibers are currently in Hungary and Poland.

      The other principal fiber product line currently manufactured and
marketed by Viscosa consists of nylon-6 fibers and granules.  Due to the
long-term decline in the domestic Hungarian market for nylon-6 fibers,
Viscosa has targeted export markets, the largest of which is Italy, and also
has sold significant amounts in the United Kingdom and Central and Eastern
Europe.  Granular nylon-6 is used as a thermoplastic molding material and
combined in certain applications with glass or carbon fibers.

      Other

      Viscosa also currently manufactures:  carboxyl-methyl cellulose which
is used as a film former, absorber or viscosity modifier for applications in
soap additives, drilling mud additives, paper manufacturing and adhesive
manufacturing; plastic netting and grids which are produced from continuously
extruded polyethylene and polypropylene net or screen with varying
specifications and used for soil stabilization and packaging; and filtration
membrane products for use in filtration media utilized in food and wine
processing and water purification.  The Company is in the process of
evaluating the ultimate potential of these products and technologies.

INTERNATIONAL

      To date, the Company's carbon fiber operations have focused primarily
on meeting the needs of U.S. customers.  The Company has, however, shipped
limited amounts of carbon fiber products to customers in Europe and Asia,
primarily for use in conductive plastics applications.  Most of these sales
have been made to foreign operations of domestic corporations, or to foreign
parent companies of domestic operating units.

      Zoltek believes that significant opportunities exist to develop
international markets, particularly in Europe and Asia, as commercial market
applications of carbon fiber products develop.  The Company expects to pursue
opportunities in Europe through the marketing organization currently in place
at Viscosa.  This organization will seek to find customers for the carbon
fiber products currently manufactured at the Company's plant in St. Charles,
Missouri, as well as for those products produced at the carbon fibers
facilities which Zoltek is constructing at Viscosa and planning to construct
in the United States.

      The Company has conducted preliminary discussions with prospective
strategic partners in Asia and expects that it will pursue opportunities in
that market either with a strategic partner or through a direct sales office
located in Asia.

SOURCES OF SUPPLY

      The Company currently obtains all of its textile-type acrylic fibers to
supply its carbon fiber operations from Courtaulds, which is currently the
sole merchant supplier of such raw materials in the world. Courtaulds is also
the only supplier that currently produces precursor approved for use in
aircraft brake applications such as those supplied under the BFG Supply
Agreement.  Pursuant to an


                                    - 8 -
<PAGE> 9

agreement with the Company, Courtaulds has agreed to supply the Company with up
to 4.0 million pounds per year of precursor. This supply agreement may be
terminated by either party on June 30, 1999, or any anniversary thereof, by
providing two years' prior notice.  The Company believes Courtaulds is a
reliable source of supply at the Company's current operating levels.  However,
as part of its growth strategy, the Company is developing alternative sources of
precursor supply, including Viscosa, and expects that it ultimately will obtain
most of its precursor from Viscosa. In the near term, any interruption of
precursor supply from Courtaulds would have a material adverse effect on the
Company's carbon fibers business.

      The major materials used in the Viscosa facility are acrylonitrile and
other basic commodity chemical products which are widely available from a
variety of sources.

INTELLECTUAL PROPERTY

      The Company believes that it has developed and utilizes valuable
technology and innovations, including various aspects of its manufacturing
process, which are trade secrets in which it has a proprietary interest.  The
Company seeks to protect its proprietary information by, among other things,
requiring key employees to execute non-disclosure agreements.  The Company
holds no material patents.

COMPETITION

      The Company competes with various other producers of carbon fibers,
acrylic fibers, and other textile fiber products, many of which have
substantially greater research and development, marketing, financial and
managerial resources than the Company and represent significant competition
for the Company.

      The Company believes that no single manufacturer of carbon fiber
products competes across all of its applications.  The Company's direct
carbon fibers competitors include Fortafil Fibers, Inc. in the United States
and R.K. Carbon in Europe, inasmuch as they use the same textile-type
precursor as the Company.  To varying degrees, dependent on market conditions
and supply, the Company also competes with larger producers, such as Hexcel
Corporation and Amoco Corporation in the United States; and Toray Industries,
Inc., Toho Rayon and Mitsubishi Rayon Co., Ltd. in Japan.  Large
international carbon fibers producers tend to market higher cost products
than the Company's products, with a principal focus on aerospace structural
applications.  These large manufacturers tend to enter into direct
competition with the Company chiefly when they engage in significant
discounting due to excess capacity and product surpluses; however, such
competition historically has not had a material adverse effect on the
Company's business.

      The Company believes that the principal areas of competition for its
carbon fibers operations are price, quality, skill in developing new
applications, ability to reliably meet the customer's volume requirements and
qualifications for particular programs.

      Competitors in the textile fibers market include MonteFibre, Sp.A.,
A.G. Bayer and Courtaulds.  However, Viscosa's historic ties with and
geographic proximity to customers in the former socialist countries provide
competitive advantages for Viscosa in these markets compared to the larger
manufacturers.  Zoltek believes this advantage will decrease over time and,
accordingly, Viscosa is pursuing a strategy of seeking a product mix with
more favorable competitive characteristics, such as advanced materials (e.g.,
carbon fibers precursor).


                                    - 9 -
<PAGE> 10

      The non-textile market for Viscosa's products is sufficiently
fragmented that no significant single direct competitor exists.  Viscosa's
sales of its industrial products are heavily concentrated in the Central and
Eastern European markets.

ENVIRONMENTAL

      The carbon fibers operations at the Company's St. Charles, Missouri
plant utilize incineration and scrubbing of various exhaust streams, designed
to comply with applicable laws and regulations.  The plant produces air
emissions which are regulated and permitted by the State of Missouri,
Department of Natural Resources.  The plant is required by a condition of its
permit to verify by performance tests that certain emission rates are not
exceeded. Management believes that the plant is currently in compliance with
its permit and the conditions set forth therein.  The Company does not
believe that compliance by its carbon fibers operations with applicable
environmental regulations will have a material effect upon the Company's
future capital expenditure requirements, results of operations or competitive
position.  There can be no assurance, however, as to the effect of
implementation of current laws or future changes in federal or state
environmental laws or regulations on the Company's results of operations or
financial condition.

      Viscosa's operations generate various hazardous wastes, including
gaseous, liquid and solid materials.  From time to time, Viscosa has been
cited and fined for environmental violations by regulatory authorities.  The
SPA commissioned an environmental audit by an independent consulting firm,
which in its June 1995 report recommended expenditures aggregating
approximately HUF 20.1 million (which then approximated $160,000) to correct
certain identified environmental deficiencies and Zoltek expects that
Viscosa's operations will require additional funds for enhancement of other
environmental compliance systems.  Zoltek expects that compliance with
current environmental regulation will not have a material adverse effect on
Viscosa's business, results of operations or financial condition.  There can
be no assurance, however, that the application of future national or local
environmental laws, regulations and enforcement policies will not have a
material adverse effect on Viscosa's business, results of operations or
financial condition.

EMPLOYEES

      As of September 30, 1996, the Company employed approximately 110
persons in its U.S. operations and approximately 1,544 in its Hungarian
operations.  The Company's U.S. employees are not represented by any
collective bargaining organizations.  By law, most employees in Hungary are
represented by at least one labor union and at Viscosa there are two active
unions, Union Viscosa with approximately 944 members, and Viscosa 1990 with
approximately 600 members.  The Company believes that relations with both
unions are good.  Management meets with union representatives on a bi-weekly
basis.  There have not been any problems or major disagreements with either
union in the past five years.  The Company believes that its employee
relations are good.

      In June 1993, Viscosa entered into an agreement with the Labor Office
(the "Labor Office") of the county in which the plant is located, pursuant to
which the Labor Office made a HUF 285 million (approximately $1.8 million
translated at the exchange rate in effect at September 30, 1996) grant to
Viscosa to finance salary payments to Viscosa's employees during the period
April through December 1993.  The grant is not repayable by Viscosa if
Viscosa and its subsidiaries maintain an employee level of at least 1,850
through 1997, subject to certain exceptions, such as reductions in force due
to normal retirement and terminations for cause.  Presently, Viscosa's active
workforce is below the level specified by the grant and Zoltek intends to
effect reductions in staffing of operational activities as appropriate.
Viscosa believes, however, that if all employees (including non-active
employees, such as those on


                                    - 10 -
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national service or maternity leave) and employees of non-core operations which
may be spun-off into independent companies are considered, Viscosa would not be
obligated to repay the grant. Viscosa is undertaking to clarify the application
of the calculation and to amend the agreement to confirm Viscosa's
understanding.  Although there can be no assurance that a mutually acceptable
arrangement will be achieved, Zoltek believes that the ultimate resolution of
the grant will not have a material adverse effect on its consolidated financial
condition or results of operations.

Item 2.       Properties
------        ----------

      The Company's facilities are listed below and are considered to be
suitable and adequate for its operations.  All the Company's properties are
owned or leased subject to various mortgage loans.

<TABLE>
<CAPTION>
                                                                                         APPROXIMATE AREA
          LOCATION                                USE                                    (IN SQUARE FEET)
          --------                                ---                                    ----------------
   <S>                              <C>                                                    <C>
   St. Louis, Missouri              Administrative offices, marketing
                                    and engineering                                           40,000

   St. Charles, Missouri<F1>        Carbon fibers manufacturing                              107,000

   Nyergesujfalu, Hungary<F2>       Acrylic fiber, nylon, other
                                    manufacturing                                          1,600,000

----------------
<FN>
<F1> Subject to ground lease which expires in 2065, subject to a 24-year
     renewal option thereafter.

<F2> Viscosa is located on a 150-acre site in the town of Nyergesujfalu,
     approximately 30 miles from Budapest.  The facility is located on a main
     highway between Budapest and Vienna on the shore of the Danube River and
     on a major rail line.
</TABLE>

Item 3.       Legal Proceedings
------        -----------------

            Except as set forth below, the Company is not a defendant in any
material legal proceedings other than ordinary routine litigation incidental
to its business.

            The Company is engaged in litigation with Kenny Securities Corp.
("Kenny") in the Circuit Court of St. Louis County arising out of Kenny's
claim for compensation from the Company's November 1995 secondary Common
Stock offering.  In August 1996, the Court granted the Company's motion to
compel arbitration of this matter under the rules of the National Association
of Securities Dealers, Inc. and such arbitration proceeding currently is at a
preliminary stage.  The Company does not believe that the ultimate resolution
of these proceedings will have a material adverse effect on its financial
condition or results of operations.

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

            The Company did not submit any matters to a vote of its security
holders during the quarter ended September 30, 1996.


                                    - 11 -
<PAGE> 12

Item 4A.      Executive Officers of the Registrant
-------       ------------------------------------

            The name, age and position with respect to each of the executive
officers of the Company are set forth below:

            Zsolt Rumy, age 54, is the founder of the Company and has served
as its Chairman, President and Chief Executive Officer and as a Director
since 1975.  Prior to founding the Company, Mr. Rumy served as Industrial
Marketing Manager and Process Engineer for Monsanto Company, Accounts Manager
for General Electric Company and Technical Sales Representative for W.R.
Grace Company.  Since May 1996, Mr. Rumy has served as a director of
Southwest Bank of St. Louis, with which the Company maintains its primary
banking relationships.  Mr. Rumy received a BS in Chemical Engineering from
the University of Minnesota in 1966.  Mr. Rumy speaks fluent Hungarian.

            Orel R. Kiphart, age 58, has served as President of Zoltek
Corporation and Vice President of the Company since June 1996.  For more than
five years prior to joining the Company, he served as Director of Carbon
Products for BF Goodrich Aerospace, responsible for all that company's
high-temperature composite manufacturing, product development and sales and
marketing of carbon products to industrial markets.  Mr. Kiphart received a
BS in Business and Engineering from California State Polytechnic University
in 1966 and an MS in Systems Management from Florida Institute of Technology
in 1969.

            Daniel D. Greenwell, age 34, has served as Chief Financial
Officer and Secretary of the Company since December 1996. Prior to joining
the Company, from November 1992 to December 1996 Mr. Greenwell served as
Corporate Director of Financial Analysis and Reporting and as Controller of
Sigma-Aldrich Corporation (a publicly held specialty chemical manufacturer).
From August 1985 to November 1992, Mr. Greenwell was a certified public
accountant for KPMG Peat Marwick (an international accounting and auditing
firm) holding various positions, including Senior Manager. Mr. Greenwell
received a B.S. in Accounting from Truman State University in 1985.

            Gyorgy Paszty, age 54, has served as President of the Company
since February 1996 and as Managing Director of Viscosa since 1990. Prior to
that time, he served in various technical and management positions in the
Hungarian chemical industry.  Mr. Paszty received a BS in Chemical
Engineering from the Technical University, Budapest, Hungary, in 1966.
Mr. Paszty currently serves as President of the Hungarian Chemical
Association and as Executive Vice President of the Federation of Hungarian
Industrialists.  Mr. Paszty speaks fluent English.


                                PART II

Item 5.       Market for Registrant's Common Equity and Related Shareholder
------        -------------------------------------------------------------
Matters
-------
            The information set forth under the caption "Price Range Per
Common Share" in the registrant's 1996 Annual Report to Shareholders is
incorporated herein by this reference.

Item 6.       Selected Financial Data
------        -----------------------

            The information set forth under the caption "Selected
Consolidated Financial Data" in the registrant's 1996 Annual Report to
Shareholders is incorporated herein by this reference.

Item 7.       Management's Discussion and Analysis of Financial Condition
------        -----------------------------------------------------------
and Results of Operations
-------------------------

            The information set forth under the caption "Management's
Discussion and Analysis of Financial Condition and Results of Operations" in
the registrant's 1996 Annual Report to Shareholders is incorporated herein by
this reference.


                                    - 12 -
<PAGE> 13

Item 8.       Financial Statements and Supplementary Data
------        -------------------------------------------

            The following financial statements and supplementary data,
included in the registrant's 1996 Annual Report to Shareholders, are
incorporated herein by this reference.

Statement
---------
Consolidated Balance Sheet as of September 30, 1996
   and 1995

Consolidated Statement of Operations for the years ended
   September 30, 1996, 1995 and 1994

Consolidated Statement of Changes in Shareholders' Equity
   for the years ended September 30, 1996, 1995 and 1994

Consolidated Statement of Cash Flows for the years ended
   September 30, 1996, 1995 and 1994

Notes to Consolidated Financial Statements

Report of Independent Accountants

Item 9.       Changes in and Disagreements with Accountants on Accounting
------        -----------------------------------------------------------
and Financial Disclosure
------------------------

              Not Applicable.


                                  PART III

Item 10.      Directors and Executive Officers of the Registrant
-------       --------------------------------------------------

            The information set forth under the caption "Election of Directors"
in the registrant's Proxy Statement for its 1997 Annual Meeting of Shareholders
is incorporated herein by this reference.

Item 11.      Executive Compensation
-------       ----------------------

            The information set forth under the captions "Directors' Fees"
and "Compensation of Executive Officers" in the registrant's Proxy Statement
for its 1997 Annual Meeting of Shareholders is incorporated herein by this
reference.

Item 12.      Security Ownership of Certain Beneficial Owners and Management
-------       --------------------------------------------------------------

            The information set forth under the captions "Voting Securities
and Principal Holder Thereof" and "Security Ownership By Management" in the
registrant's Proxy Statement for its 1997 Annual Meeting of Shareholders is
incorporated herein by this reference.


                                    - 13 -
<PAGE> 14

Item 13.      Certain Relationships and Related Transactions
-------       ----------------------------------------------

            The information set forth under the caption "Certain
Transactions" in the registrant's Proxy Statement for its 1997 Annual Meeting
of Shareholders is incorporated herein by this reference.

                               PART IV

Item 14.      Exhibits, Financial Statements, Schedules and Reports on Form 8-K
-------       -----------------------------------------------------------------

            (a)(1)      Financial statements:  Incorporated herein by
reference, are listed in Item 8 of this report.

               (2)      The following financial statement schedule and
auditors' report thereon are included in Part IV of this report:

                                                         Page(s)
                                                         -------
Report of Independent Public Accountants on
   Financial Statement Schedule                             19

12-09 Valuation and Qualifying Accounts and Reserves        20


                  Schedules other than those listed above have been omitted
because they are either not required or not applicable, or because the
information is presented in the consolidated financial statements or the
notes thereto.

               (3)  The following exhibits are filed herewith or incorporated
by reference herein, as indicated:

     2.1    Form of Share Purchase Agreement, by and among Allami
            Privatizacios Es Vagyonkezelo Reszvenytarsasag, Magyar Viscosa
            Rt. and Zoltek Corporation, filed as Exhibit 2.1 to Registrant's
            Registration Statement on Form S-1 (Reg. No. 33-97294) is
            incorporated herein by this reference

     2.2    Agreement on Sale of Lease Receivables, dated September 20, 1995,
            by and between Zoltek Corporation and Central European
            International Bank Ltd, filed as Exhibit 2.2 to Registrant's
            Registration Statement on Form S-1 (Reg. No. 33-97294) is
            incorporated herein by this reference

     2.3    Agreement on Sale of Shares, dated September 20, 1995, with
            respect to 14.132 pcs of preferred shares of Magyar Viscosa Rt.
            by and between Zoltek Corporation and CIB Hungaria Bank Rt.,
            filed as Exhibit 2.3 to Registrant's Registration Statement on
            Form S-1 (Reg. No. 33-97294) is incorporated herein by this
            reference

     2.4    Agreement on Sale of Shares, dated September 20, 1995, with
            respect to 14.934 pcs of ordinary shares and 29.534 pcs of
            preferred shares of Magyar Viscosa Rt. by and between Zoltek
            Corporation and CIB Hungaria Bank Rt., filed as Exhibit 2.4 to
            Registrant's Registration Statement on Form S-1 (Reg. No.
            33-97294) is incorporated herein by this reference


                                    - 14 -
<PAGE> 15

     2.5    Sales Agreement, dated September 22, 1995, by and between Zoltek
            Corporation and Bank of Hungarian Savings Cooperatives, Ltd.,
            filed as Exhibit 2.5 to Registrant's Registration Statement on
            Form S-1 (Reg. No. 33-97294) is incorporated herein by this
            reference

     2.6    Agreement on Sale of Shares, dated September 12, 1995, by and
            between Zoltek Corporation and Allami Fejlesztesi Intezet, filed
            as Exhibit 2.6 to Registrant's Registration Statement on Form S-1
            (Reg. No. 33-97294) is incorporated herein by this reference

     2.7    Agreement on Sale of Shares Issued By Magyar Viscosa Rt., by and
            between Zoltek Corporation and Inter-Europa Bank Rt., filed as
            Exhibit 2.7 to Registrant's Registration Statement on Form S-1
            (Reg. No. 33-97294) is incorporated herein by this reference

     2.8    Agreement on Sale of Loan Receivables by and between Zoltek
            Corporation and Bank of Inter-Europa Bank Rt., filed as Exhibit
            2.8 to Registrant's Registration Statement on Form S-1 (Reg. No.
            33-97294) is incorporated herein by this reference

     2.9    Agreement on Sale of Loan Receivables and Shares, dated as of
            September 12, 1995, by and between Zoltek Corporation and
            Creditanstalt Rt., filed as Exhibit 2.9 to Registrant's
            Registration Statement on Form S-1 (Reg. No. 33-97294) is
            incorporated herein by this reference

     2.10   Agreement for the Sale of Assets, dated as of August 17, 1995, by
            and among Zoltek Corporation, Zoltek Properties, Inc., Pioneer
            Pump and Packing, Inc., Pioneer Holdings, Inc. and Zsolt Rumy,
            filed as Exhibit 2 to Registrant's Current Report on Form 8-K
            dated August 31, 1995, is incorporated herein by this reference

     3.1    Restated Articles of Incorporation of the Registrant, filed as
            Exhibit 3.1 to Registrant's Registration Statement on Form S-1
            (Reg. No. 33-51142) is incorporated herein by this reference

     3.2    Restated By-Laws of the Registrant, as currently in effect, filed
            as Exhibit 3.2 to Registrant's Registration Statement on Form S-1
            (Reg. No. 33-51142) is incorporated herein by this reference

     4.1    Form of certificate for Common Stock, filed as Exhibit 4.1 to
            Registrant's Registration Statement on Form S-1 (Reg. No.
            33-51142) is incorporated herein by this reference

    10.1    Loan Agreement, dated December 29, 1989, by and between Zoltek
            Corporation and Southwest Bank of St. Louis, as amended by
            letter, dated August 13, 1992, filed as Exhibit 10.7 to
            Registrant's Registration Statement on Form S-1 (Reg. No.
            33-51142) is incorporated herein by this reference

    10.2    Zoltek Companies, Inc. Long Term Incentive Plan, filed as Exhibit
            10.15 to Registrant's Registration Statement on Form S-1 (Reg.
            No. 33-51142) is incorporated herein by this reference


                                    - 15 -
<PAGE> 16

    10.3    Zoltek Companies, Inc. Directors Stock Option Plan, filed as
            Appendix A to Registrant's definitive proxy statement for the
            1995 Annual Meeting of Shareholders on Form S-1 (Reg. No.
            33-51142) is incorporated herein by this reference

    10.4    Promissory Note, dated September 29, 1994, by and between Zoltek
            Properties, Inc. and Metlife Capital Corporation, filed as
            Exhibit 10.8 to Registrant's Annual Report on Form 10-K for the
            fiscal year ended September 30, 1994, is incorporated herein by
            this reference

    10.5    Precursor Agreement, dated as of July 1, 1994, by and between
            Zoltek Corporation and Courtaulds Fibres Limited, filed as
            Exhibit 10.9 to Registrant's Annual Report on Form 10-K for the
            fiscal year ended September 30, 1994, is incorporated herein by
            this reference. (An application for confidential treatment has
            been made for a portion of Exhibit 10.9.)

    10.6    Materials Supply Agreement, dated as of June 15, 1994, by and
            between Zoltek Companies, Inc. and The B.F. Goodrich Company,
            filed as Exhibit 10.10 to Registrant's Annual Report on Form 10-K
            for the fiscal year ended September 30, 1994, is incorporated
            herein by this reference. (An application for confidential
            treatment has been made for a portion of Exhibit 10.10.)

    10.7    Underwriting Agreement, dated November 17, 1995, by and between
            the Registrant and First Albany Corporation and Stifel, Nicolaus
            & Company, Incorporated, on behalf of the several underwriters,
            filed as Exhibit 1.1 to Registrant's Registration Statement on
            Form S-1 (Reg. No. 33-97294) is incorporated herein by this
            reference

    10.8    Loan Agreement, dated November 14, 1994, by and between Zoltek
            Properties, Inc. and The Reliable Life Insurance Company, filed
            as Exhibit 10.11 to the Registrant's Quarterly Report on Form
            10-Q for the quarter ended March 31, 1995, is incorporated herein
            by this reference

    10.9    Promissory Note, dated November 14, 1994, by and between Zoltek
            Corporation and Southwest Bank of St. Louis, filed as Exhibit
            10.2 to the Registrant's Quarterly Report on Form 10-Q for the
            quarter ended March 31, 1995, is incorporated herein by this
            reference

    10.10   Letter, dated March 6, 1995, from Southwest Bank of St. Louis to
            the Registrant regarding amendment of certain loan covenants,
            filed as Exhibit 10.13 to the Registrant's Quarterly Report of
            Form 10-Q for the quarter ended March 31, 1995, is incorporated
            herein by this reference

    10.11   Purchase Agreement, dated September 18, 1996, by and between
            Registrant and Merrill Lynch & Co. and Stifel, Nicolaus &
            Company, Incorporated, on behalf of the several underwriters,
            filed as Exhibit 1.1 to Registrant's Registration Statement on
            Form S-3 (Reg. No. 333-07547) is incorporated herein by this
            reference.

    13      Registrant's 1996 Annual Report to Shareholders is filed herewith


                                    - 16 -
<PAGE> 17

    21      Subsidiaries of the Registrant, filed as Exhibit 21 to the
            Registrant's Annual Report on Form 10-K for the year ended September
            30, 1995, is incorporated herein by this reference.

    23      Consent of Price Waterhouse LLP is filed herewith


                                    - 17 -
<PAGE> 18

                                  SIGNATURES

            Pursuant to the requirements of Section 13 or 15(d) 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.

                                           ZOLTEK COMPANIES, INC.
                                                (Registrant)


                                           By  /s/ Zsolt Rumy
                                             ----------------------------------
                                             Zsolt Rumy, Chairman of the Board,
                                             President and Chief Executive
                                             Officer
Date: December 27, 1996

            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 registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
Signature                    Title                               Date
---------                    -----                               ----
<C>                          <S>                                 <C>

/s/ Zsolt Rumy               Chairman, Chief Executive Officer   December 27, 1996
------------------------     and Director
Zsolt Rumy


/s/ Daniel D. Greenwell      Chief Financial Officer             December 27, 1996
------------------------     and Corporate Secretary
Daniel D. Greenwell


/s/ Linn Bealke              Director                            December 27, 1996
------------------------
Linn Bealke


/s/ James W. Betts           Director                            December 27, 1996
------------------------
James W. Betts


/s/ Charles A. Dill          Director                            December 27, 1996
------------------------
Charles A. Dill


/s/ James Dorr               Director                            December 27, 1996
------------------------
James Dorr


/s/ John L. Kardos           Director                            December 27, 1996
------------------------
John L. Kardos
</TABLE>

                                    - 18 -
<PAGE> 19


                   REPORT OF INDEPENDENT ACCOUNTANTS ON
                       FINANCIAL STATEMENT SCHEDULE


To the Board of Directors
of Zoltek Companies, Inc.

Our audits of the consolidated financial statements referred to in our report
dated November 14, 1996, page 22 of the 1996 Annual Report to Shareholders of
Zoltek Companies, Inc. (which report and consolidated financial statements
are incorporated by reference in the Annual Report on Form 10-K) also
included an audit of the Financial Statement Schedule listed in Item 14 of
this Form 10-K.  In our opinion, this Financial Statement Schedule presents
fairly, in all material respects, the information set forth therein when read
in conjunction with the related consolidated financial statements.


/s/ Price Waterhouse LLP

Price Waterhouse LLP
St. Louis, Missouri
November 14, 1996

                                    - 19 -
<PAGE> 20
<TABLE>
                                  FOR THE YEAR ENDED SEPTEMBER 30, 1996

                        Rule 12-09 Valuation and Qualifying Accounts and Reserves
<CAPTION>
        Column A                            Column B               Column C               Column D          Column E
        --------                            --------      ---------------------------     --------          --------
                                                                   Additions
                                                          ---------------------------
                                           Balance at     Charged to     Charged to                        Balance at
                                           beginning      costs and    other accounts    Deductions           end
       Description                         of period       expenses       describe        describe         of period
       -----------                         ----------     ----------   --------------    ----------       -----------
<S>                                         <C>            <C>          <C>              <C>                <C>
Reserve for doubtful accounts               $28,038        $40,633      $121,436<F1>     $118,328<F2>       $71,779
                                            =======        =======      ========         ========           =======

----------
<FN>
<F1> Acquisition of Viscosa.
<F2> Write off of uncollectible receivable, net of recovery.
</TABLE>
                                  -------------------------------------
<TABLE>
                                  FOR THE YEAR ENDED SEPTEMBER 30, 1995

                        Rule 12-09 Valuation and Qualifying Accounts and Reserves
<CAPTION>
        Column A                            Column B               Column C               Column D          Column E
        --------                            --------      ---------------------------     --------          --------
                                                                   Additions
                                                          ---------------------------
                                           Balance at     Charged to     Charged to                        Balance at
                                           beginning      costs and    other accounts    Deductions           end
       Description                         of period       expenses       describe        describe         of period
       -----------                         ----------     ----------   --------------    ----------       -----------
<S>                                         <C>            <C>          <C>              <C>                <C>
Reserve for doubtful accounts               $20,000        $12,000      $                $3,962<F1>         $28,038
                                            =======        =======      ========         ======             =======

----------
<FN>
<F1> Write off of uncollectible receivable.
</TABLE>
                                  -------------------------------------
<TABLE>
                                  FOR THE YEAR ENDED SEPTEMBER 30, 1994

                       Rule 12-09 Valuation and Qualifying Accounts and Reserves
<CAPTION>
        Column A                            Column B               Column C               Column D          Column E
        --------                            --------      ---------------------------     --------          --------
                                                                   Additions
                                                          ---------------------------
                                           Balance at     Charged to     Charged to                        Balance at
                                           beginning      costs and    other accounts    Deductions           end
       Description                         of period       expenses       describe        describe         of period
       -----------                         ----------     ----------   --------------    ----------       -----------
<S>                                         <C>            <C>          <C>              <C>                <C>
Reserve for doubtful accounts               $10,000        $10,000      $                $                  $20,000
                                            =======        =======      ==========       ==========         =======
</TABLE>


                                    - 20 -
<PAGE> 21

<TABLE>
                              EXHIBIT INDEX
                              -------------
<CAPTION>
Exhibit No.            Description
-----------            -----------
  <C>     <S>
   2.1    Form of Share Purchase Agreement, by and among Allami
          Privatizacios Es Vagyonkezelo Reszvenytarsasag, Magyar Viscosa
          Rt. and Zoltek Corporation<F*>

   2.2    Agreement on Sale of Lease Receivables, dated September 20, 1995,
          by and between Zoltek Corporation and Central European
          International Bank Ltd.<F*>

   2.3    Agreement on Sale of Shares, dated September 20, 1995, with
          respect to 14.132 pcs of preferred shares of Magyar Viscosa Rt.
          by and between Zoltek Corporation and CIB Hungaria Bank Rt.<F*>

   2.4    Agreement on Sale of Shares, dated September 20, 1995, with
          respect to 14.934 pcs of ordinary shares and 29.534 pcs of
          preferred shares of Magyar Viscosa Rt. by and between Zoltek
          Corporation and CIB Hungaria Bank Rt.<F*>

   2.5    Sales Agreement, dated September 22, 1995, by and between Zoltek
          Corporation and Bank of Hungarian Savings Cooperatives, Ltd.<F*>

   2.6    Agreement on Sale of Shares, dated September 12, 1995, by and
          between Zoltek Corporation and Allami Fejlesztesi Intezet<F*>

   2.7    Agreement on Sale of Shares Issued By Magyar Viscosa Rt., by and
          between Zoltek Corporation and Inter-Europa Bank Rt.<F*>

   2.8    Agreement on Sale of Loan Receivables by and between Zoltek
          Corporation and Bank of Inter-Europa Bank Rt.<F*>

   2.9    Agreement on Sale of Loan Receivables and Shares, dated as of
          September 12, 1995, by and between Zoltek Corporation and
          Creditanstalt Rt.<F*>

   2.10   Agreement for the Sale of Assets, dated as of August 17, 1995, by
          and among Zoltek Corporation, Zoltek Properties, Inc., Pioneer
          Pump and Packing, Inc., Pioneer Holdings, Inc. and Zsolt Rumy<F*>

   3.1    Restated Articles of Incorporation of the Registrant<F*>

   3.2    Restated By-Laws of the Registrant, as currently in effect<F*>

   4.1    Form of certificate for Common Stock<F*>

  10.1    Loan Agreement, dated December 29, 1989, by and between Zoltek
          Corporation and Southwest Bank of St. Louis, as amended by
          letter, dated August 13, 1992<F*>

  10.2    Zoltek Companies, Inc. Long Term Incentive Plan<F*>

  10.3    Zoltek Companies, Inc. Directors Stock Option Plan<F*>

-------------
<FN>
<F*> Incorporated herein by reference


                                    - 21 -
<PAGE> 22
                          EXHIBIT INDEX
                          -------------
<CAPTION>
Exhibit No.            Description
-----------            ------------
<C>       <S>
  10.4    Promissory Note, dated September 29, 1994, by and between Zoltek
          Properties, Inc. and Metlife Capital Corporation<F*>

  10.5    Precursor Agreement, dated as of July 1, 1994, by and between
          Zoltek Corporation and Courtaulds Fibres Limited.<F*> (An
          application for confidential treatment has been made for a
          portion of Exhibit 10.9.)

  10.6    Materials Supply Agreement, dated as of June 15, 1994, by and
          between Zoltek Companies, Inc. and The B.F. Goodrich Company.<F*>
          (An application for confidential treatment has been made for a
          portion of Exhibit 10.10.)

  10.7    Underwriting Agreement, dated November 17, 1995, by and between
          the Registrant and First Albany Corporation and Stifel,
          Nicolaus & Company, Incorporated, on behalf of the several
          underwriters<F*>

  10.8    Loan Agreement, dated November 14, 1994, by and between Zoltek
          Properties, Inc. and The Reliable Life Insurance Company<F*>

  10.9    Promissory Note, dated November 14, 1994, by and between Zoltek
          Corporation and Southwest Bank of St. Louis<F*>

  10.10   Letter, dated March 6, 1995, from Southwest Bank of St. Louis to
          the Registrant regarding amendment of certain loan covenants<F*>

  10.11   Purchase Agreement, dated September 18, 1996, by and between
          Registrant and Merrill Lynch & Co. and Stifel, Nicolaus &
          Company, Incorporated, on behalf of the several underwriters,
          filed as Exhibit 1.1 to Registrant's Registration Statement on
          Form S-3 (Reg. No. 333-07547) is incorporated herein by this
          reference.)<F*>

  13      Registrant's 1995 Annual Report to Shareholders

  21      Subsidiaries of the Registrant<F*>

  23      Consent of Price Waterhouse LLP

--------------
<FN>
<F*> Incorporated herein by reference
</TABLE>

                                    - 22 -