SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                 FORM 10-QSB

               [ X ]  QUARTERLY REPORT UNDER SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

               FOR THE THREE MONTH PERIOD ENDED DECEMBER 31, 1996
                                 
                                       OR
                                 
              [    ]  TRANSITION REPORT UNDER SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


               FOR THE TRANSITION PERIOD FROM ________ TO ________


                          COMMISSION FILE NO.  0-16293


                              LANXIDE CORPORATION
              (EXACT NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)
               DELAWARE                                 51-0270253
   (STATE OR OTHER JURISDICTION OF                   (I.R.S. EMPLOYER 
   INCORPORATION OR ORGANIZATION)                    IDENTIFICATION NO.)
                                 
           1300 MARROWS ROAD, NEWARK, DE                       19714
           (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)           (ZIP CODE)
                                 
                                 (302) 456-6200
                 ISSUER'S TELEPHONE NUMBER, INCLUDING AREA CODE
                                 
CHECK WHETHER THE ISSUER:  (1) FILED ALL REPORTS REQUIRED TO BE FILED BY SECTION
13 OR 15(D) OF THE EXCHANGE ACT DURING THE PAST 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.
                     [ X ]     YES            [    ]     NO

TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT (CHECK ONE):

                    YES                           NO   X


THE NUMBER OF SHARES OF COMMON STOCK OUTSTANDING AS OF FEBRUARY 12, 1997 WAS:
1,325,598.
                              
                              LANXIDE CORPORATION
                              TABLE OF CONTENTS
                              
                                                                        Page
                                                                       Number
PART I. FINANCIAL INFORMATION

  Item 1.     Financial Statements:

              Consolidated Balance Sheet at
              December 31, 1996 (Unaudited)...............................2

              Consolidated Statement of Operations
              for the Three Months Ended
              December 31, 1996 and 1995 (Unaudited)......................3

              Consolidated Statement of Cash Flows
              for the Three Months Ended
              December 31, 1996 and 1995 (Unaudited)......................4

              Notes to Consolidated Financial
              Statements (Unaudited)..................................5 - 7

  Item 2.     Management's Discussion and Analysis
              of Results of Operations and Financial
              Condition..............................................8 - 15

PART II.      OTHER INFORMATION

  Item 1.     Legal Proceedings..........................................16

  Item 2.     Changes in Securities......................................16

  Item 6.     Exhibits and Reports on Form 8-K...........................17
                            

                            LANXIDE CORPORATION
                        CONSOLIDATED BALANCE SHEET
              (Dollars in thousands, except per share data)
                                (Unaudited)

                                                                  DECEMBER 31,
ASSETS                                                                1996
------                                                                ----
Cash and cash equivalents, including amounts restricted for use
     by majority-owned affiliate                                 $     4,489
Accounts receivable                                                    1,909
Other receivables                                                      3,274
Inventories                                                            2,214
Other current assets                                                     439
                                                                 -----------
  Total current assets                                                12,325

Property and equipment, net                                           10,002
Investment in affiliates                                                 377
Other assets                                                             389
                                                                 -----------
                                                                 $    23,093
                                                                 ===========
LIABILITIES AND SHAREHOLDERS' DEFICIT
-------------------------------------
Current portion of long-term debt                                $     1,771
Accounts payable and accrued expenses                                  3,000
Deferred revenue                                                         854
                                                                 -----------
  Total current liabilities                                            5,625

Long-term debt                                                        17,200
Deferred credit                                                          349
Deferred compensation                                                  1,266
                                                                 -----------
                                                                      24,440
                                                                 -----------
Minority interest in consolidated affiliates                           2,432
Redeemable Series E preferred stock
       (aggregate liquidation value, $261);
       26,100 shares issued and outstanding                              216
                                                                 -----------
Shareholders' deficit
    Preferred stock 15,000,000 shares authorized
       Series A preferred stock
        (aggregate liquidation value, $88,733) $.01 par value;
        1,109,161 shares issued and outstanding                           11
    Common stock, $.01 par value, 25,000,000 shares authorized:
        1,325,598 issued and outstanding                                  13
   Additional paid-in capital                                        188,480
   Accumulated deficit                                              (193,556)
   Cumulative translation adjustment                                   1,057
                                                                 ------------
      Shareholders' deficit                                           (3,995)
                                                                 ------------
                                                                 $    23,093
                                                                 ============

              See notes to consolidated financial statements.
                               

                               LANXIDE CORPORATION
                      CONSOLIDATED STATEMENT OF OPERATIONS
                  (Amounts in thousands except per share data)
                                   (Unaudited)

                                                THREE MONTHS ENDED DECEMBER 31,
                                                         1996              1995
                                                         ----              ----
Revenue:
  Sales                                             $     1,856    $       962
  Licensing revenue                                       8,200          2,900
  Research and development contract revenue               1,728          1,490
                                                    -----------    -----------
                                                         11,784          5,352
                                                    -----------    -----------
Operating costs:
  Cost of sales                                           1,675          1,109
  Research and development contract costs                 1,579          1,059
  Research and development                                1,452          1,187
  Selling, general and administration                     2,195          1,440
                                                    -----------    -----------
                                                          6,901          4,795
                                                    -----------    -----------
Income from operations before minority allocation         4,883            557

Minority allocation of operating (income) loss           (1,197)           436
                                                    -----------    -----------
Income from operations                                    3,686            993
Equity in net loss of unconsolidated affiliates                           (249)
Interest expense                                           (401)          (501)
Other income                                                828            275
                                                    -----------    -----------
Income before income taxes                                4,113            518
Income tax expense                                           40
                                                    -----------    -----------
Net income                                                4,073            518

Dividends on mandatorily redeemable preferred stock          (7)           (22)
                                                    ------------    ------------
Net income applicable to common shares              $     4,066    $       496
                                                    ============    ============

Historical Income Per Share
   Primary                                          $      2.01    $      0.04
   Fully Diluted                                    $      2.01    $      0.03

Proforma Income Per Share
   Primary                                                         $      0.27
   Fully Diluted                                                   $      0.27

Historical Average Common Shares Outstanding
   Primary                                                2,025         12,023
   Fully Diluted                                          2,025         15,285

Proforma Average Common Shares Outstanding
   Primary                                                               1,811
   Fully Diluted                                                         1,850
                 
                 See notes to consolidated financial statements.


                                LANXIDE CORPORATION
                        CONSOLIDATED STATEMENT OF CASH FLOWS
                               (DOLLARS IN THOUSANDS)
                                    (UNAUDITED)
                                                           
                                                           THREE MONTHS ENDED
                                                              DECEMBER 31,
                                                           1996          1995
                                                           ----          ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                             $   4,073     $     518
Adjustments to reconcile net income to net cash
used in operating activities:
 Depreciation and amortization                               474           474
 Minority allocation of operating income (loss) and
 equity in net loss of
    unconsolidated affiliates                              1,197          (187)
 Gain on the sale of equipment                               (78)
 Changes in assets and liabilities, net of effects
 of acquisitions and changes in
    consolidated affiliates:
    Increase in receivables                               (2,118)       (2,743)
    Increase in inventories                                 (272)         (318)
    Decrease in other assets                                  82           791
    Increase (decrease) in accounts payable and              133          (456)
    accrued expenses
    Increase (decrease) in deferred revenue and              435          (754)
    deferred credit
    Increase in other liabilities                             36            18
                                                       ---------     ----------
   Net cash provided by (used in) operating activities     3,962        (2,657)
                                                       ---------     ----------
CASH FROM INVESTING ACTIVITIES:
 Capital additions                                           (75)         (300)
 Proceeds from the sale of equipment                          85
                                                       ---------     -----------
   Net cash provided by (used in) investing activities        10          (300)
                                                       ---------     -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
 Proceeds from common stock, net                                         2,962
 Proceeds from preferred stock, net                                        331
 Retirement of preferred stock                                             (70)
 Retirement of a subsidiary's preferred stock             (4,680)
 Preferred stock dividends paid                                             (1)
 Capital contributions to consolidated affiliates by                        72
commercial venture partners
 Proceeds from issuance of debt obligations                2,000           257
 Repayment of debt obligations                                (2)         (127)
                                                       ----------    ----------
   Net cash (used in) provided by financing activities    (2,682)        3,424
                                                       ----------    ----------
Effect of exchange rate translations                        (259)          (24)
                                                       ----------    ----------
Net increase                                               1,031           443

Cash and cash equivalents, beginning of period             3,458         5,212
                                                       ----------    ----------
Cash and cash equivalents, end of period               $   4,489     $   5,655
                                                       ==========    ==========
Cash paid for interest                                 $     364     $     455
                                                       ==========    ==========

                  See notes to consolidated financial statements.
                              
                              
                              LANXIDE CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (unaudited)


1.CONSOLIDATED FINANCIAL STATEMENTS

  The consolidated balance sheet at December 31, 1996, the consolidated
  statements of operations and of cash flows for the three months ended
  December 31, 1996 and 1995 have been prepared by Lanxide Corporation (the
  Company) and have not been audited by the Company's Independent Auditors.  In
  the opinion of management, all adjustments (which include only normal
  recurring adjustments) necessary to present fairly the financial position,
  results of operations and cash flows at December 31, 1996 and for all periods
  presented have been made.

  These consolidated financial statements should be read in conjunction with
  the financial statements and notes thereto included in the Company's Annual
  Report on Form 10-KSB for the fiscal year ended September 30, 1996, filed
  with the Securities and Exchange Commission.  The results of operations for
  the period ended December 31, 1996 are not necessarily indicative of
  operating results for the full year.

2.CASH AND CASH EQUIVALENTS

  All highly liquid investments with a maturity of three months or less when
  purchased are considered to be cash equivalents.  Included in the cash
  balances at December 31, 1996 are $2,489,000 held by a subsidiary company
  which amounts are not available to the Company.

3.INVENTORIES

  Inventories are valued at the lower of cost (primarily average cost) or
  market and consist of the following:

                                           (Amounts in thousands)
          Raw materials and supplies               $  1,047
          Work in process                             1,002
          Finished goods                                165
                                                   --------
                                                   $  2,214
                                                   ========

4.PER SHARE DATA

  Historical net income per share is computed using the weighted average number
  of common shares and potentially dilutive securities outstanding during the
  period.  On November 14, 1995, the Company completed its Recapitalization
  Plan and the number of common shares outstanding was significantly reduced.
  Accordingly, the computation of historical weighted average common shares
  outstanding reflects this recapitalization.

  Proforma net income per share is computed using the weighted average number
  of common shares and potentially dilutive securities outstanding from the
  completion of the Recapitalization Plan (as if such recapitalization occurred
  at October 1, 1995).

   FOR THE THREE MONTHS ENDED DECEMBER 31, 1996:

                                             PRIMARY AVERAGE   FULLY DILUTED
                                             COMMON SHARES     AVERAGE COMMON
                                               OUTSTANDING   SHARES OUTSTANDING
                                               ------------   -----------------
Common Shares Outstanding                       1,325,598         1,325,598
Assuming exercise of options and warrants         443,604           443,604
Assuming purchase of shares with proceeds
 of options and warrants                         (156,801)         (156,801)
Assuming the conversion of
 convertible preferred stock                      412,552           412,552
                                                ---------         ---------
Weighted average common shares                  2,024,953         2,024,953
                                                =========         =========

   FOR THE THREE MONTHS ENDED DECEMBER 31, 1995:

                                              PRIMARY AVERAGE  FULLY DILUTED
                                               COMMON SHARES   AVERAGE COMMON
            HISTORICAL                          OUTSTANDING  SHARES OUTSTANDING
                                                -----------  ------------------
PRIOR TO RECAPITALIZATION
 (50% of Weighted Average)
Common Shares Outstanding                      10,584,444        10,584,444
Assuming the conversion of
 convertible preferred stock                   11,651,014        18,135,452
                                               ----------        ----------
                                               22,235,458        28,719,896
                                               ==========        ==========

AFTER RECAPITALIZATION
 (50% of Weighted Average)
Common Shares Outstanding                       1,181,796         1,181,796
Assuming exercise of options and warrants         431,111           431,111
Assuming purchase of shares with proceeds
 of options and warrants                         (215,502)         (176,711)
Assuming the conversion of
 convertible preferred stock                      413,478           413,478
                                               ----------        ----------
                                                1,810,883         1,849,674
                                               ----------        ----------
Weighted average common shares                 12,023,171        15,284,785
                                               ==========        ==========

                                             PRIMARY AVERAGE   FULLY DILUTED
                                              COMMON SHARES    AVERAGE COMMON
            PROFORMA                           OUTSTANDING   SHARES OUTSTANDING
                                               -----------   ------------------
Common Shares Outstanding                       1,181,796         1,181,796
Assuming exercise of options and warrants         431,111           431,111
Assuming purchase of shares with proceeds
 of options and warrants                         (215,502)         (176,711)
Assuming the conversion of
 convertible preferred stock                      413,478           413,478
                                               ----------        ----------
Weighted average common shares                  1,810,883         1,849,674
                                               ==========        ==========


5.SIGNIFICANT EVENTS
 
   License Agreement with AKN Corporation

In October 1996, the Company signed a non-exclusive license agreement with AKN
Corporation (AKN) for the manufacture, use and sale of brake components in
Southeast Asia and Oceania.  AKN is a newly created joint venture of three
companies headquartered in Japan:  Akebono Brake Industry Co., Ltd (Akebono);
Nihon Cement Co., Ltd (Nihon); and Kanematsu Corporation (Kanematsu).  The joint
venture is also licensed by the Company's Japanese affiliate, Lanxide K.K., for
the manufacture, use and sale of brake components in Japan.  Under the license
agreement, AKN made an initial payment of $4.0 million to the Company in
November 1996.  In addition, AKN is required to make payments totaling $4.0
million to Lanxide K.K., payable in four equal installments.  The first two
payments were received in November 1996 and January 1997.  The remaining two
payments are due on June 30, 1997 and December 31, 1997.  Of the $8.0 million to
be received under the license agreements, $7.8 million was recorded as licensing
revenue in the first quarter of fiscal 1997.  The license also requires AKN to
pay a royalty on all sales of licensed products.  The agreement grants AKN the
option to execute an exclusive manufacturing license for an additional $4.0
million.  This option expires in September 1997 and payment of the $4.0 million
is due no later than September 1998.  A separate agreement between Akebono,
Nihon and the Company provides for a joint development program whereby the
Company will be reimbursed $4.0 million for development work on brake components
performed over the next two years.

  Repurchase of a Subsidiary's Preferred Stock

During the first quarter of fiscal 1997, the Company repurchased the $4.0
million of Lanxide Wear Products, Inc.'s preferred stock held by Nihon.

   Proposed Merger with Commodore Environmental Services, Inc. (Commodore)

In November 1996, the Company entered into a Merger Agreement with Commodore
Environmental Services, Inc. (Commodore) providing for the acquisition of the
Company by Commodore and the conversion of the Company's outstanding common
stock and Series A preferred stock into common stock of Commodore.  The
Company's Series E Redeemable Preferred Stock would be exchanged for shares of a
newly created issue of Commodore Series D Preferred Stock.  This merger is
subject to several conditions, including the completion of a public offering of
Commodore capital stock with gross proceeds of at least $50 million.  Commodore
is continuing to seek an underwriter for such offering and, therefore, there can
be no assurances given that this merger will be consummated in the near future,
if at all.

6.UNAUDITED PROFORMA RESULTS OF OPERATIONS:


The following summarizes the condensed proforma results of operations of the
Company for the three months ended December 31, 1995 to give effect to the
purchase of E. I. Du Pont de Nemours & Company's interests in Lanxide Armor
Company, L.P. and Lanxide Electronic Components, Inc. on June 28, 1996, as if
they had occurred on October 1, 1995.

                                  (Amounts in thousands except per share data)

      Revenue                                           $   6,765
      Income from operations                            $     622
      Net income                                        $     216

      Historical income per share
        Primary                                         $     .02
        Fully diluted                                   $     .01
      Proforma income per share
        Primary                                         $     .12
        Fully diluted                                   $     .12
      Historical Average Common Shares Outstanding
        Primary                                            12,023
        Fully diluted                                      15,285
      Proforma Average Common Shares Outstanding
        Primary                                             1,811
        Fully diluted                                       1,850



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

     The following is a discussion of the consolidated financial condition and
results of operations of the Lanxide Corporation and its majority-owned
affiliates (the Company) for the three months ended December 31, 1996 and 1995,
as well as certain factors that may affect the Company's prospective financial
condition.  This section should be read in conjunction with the Consolidated
Financial Statements and the Notes thereto included elsewhere in this 10-QSB.


OVERVIEW

     Historically, the Company's revenues have been derived primarily from
research contracts and development agreements with E.I. DuPont de Nemours &
Company (DuPont) and the U.S. Government and, more recently, from technology
licensing revenues and sales to outside customers.  In addition, a substantial
portion of the Company's research and development (R&D) and other operating
costs have been funded by Alcan Aluminium Limited and its affiliates (Alcan),
DuPont and Kanematsu Corporation (Kanematsu) through the Company's consolidated
affiliates.  The Company operates principally in the United States and to some
degree in Japan through its subsidiary, Lanxide K.K.

     During fiscal year 1995, the Company embarked on a program to license its
technology in certain specific market sectors by product and geography in order
to generate immediate cash for the Company.  Since implementing this strategy,
the Company consummated license agreements with A.P. Green Industries, Inc.
(A.P. Green), Waupaca Foundry, Inc. (Waupaca), Sturm Ruger & Company, Inc.
(Sturm Ruger), Brembo S.p.A. (Brembo) and AKN Corporation (AKN) which generated
initial license fees, as well as future license fees and royalties which are
subject to certain termination clauses.  In addition, the Company entered into
two license agreements pursuant to the sale of two wholly-owned subsidiaries and
converted its joint venture with Nihon Cement Co., Ltd (Nihon) into a license
and royalty arrangement.  On December 6, 1996, Waupaca notified the Company that
it will not exercise its right to extend its license beyond March 31, 1997.

     In fiscal year 1997, the Company anticipates that its revenues will
continue to be derived primarily from research and development contract revenue,
technology licensing revenue and product sales.


RESULTS OF OPERATIONS

     Revenues from research and development contracts and commercial development
agreements (other than the Company's agreements with its consolidated
affiliates) are reported under "Research and development contract revenue" in
the Company's Consolidated Statement of Operations.  Expenses related to these
contracts and agreements are reported under operating costs as "Research and
development contract costs."

     Research and development costs represent costs incurred for projects
sponsored by the Company and/or its commercial venture partners through the
Company's consolidated affiliates.  This includes R & D costs expended in
support of the Company's patent portfolio.  Operating (income) losses allocated
to commercial venture partners through the Company's consolidated affiliates are
reported under "Minority allocation of operating (income) loss."

     Significant Customers; Commercial Relationships With the U.S. Government

     The Company's significant revenue sources in the first quarter of fiscal
year 1997 consist primarily of (i) technology licensing revenues; (ii) U.S.
Government contract funding; (iii) revenues from a development brake component
agreement between the Company and AKN; and (iv) sales revenues of consolidated
subsidiaries of the Company.

     The U.S. Government is a significant customer of the Company.  Contract
revenues received from the Government amounted to $752,000 and $594,000 for the
three months ended December 31, 1996 and 1995, respectively.  Currently, the
Company has nine government contracts totaling $5,167,000 of which $3,864,000
has been billed through December 31, 1996.  The Company anticipates revenues of
$1.5 million in 1997 associated with these government contracts.  These
contracts may be terminated at the convenience of the government upon written
notice to the Company.  Termination of these contracts would adversely affect
the Company.

     Commercial Relationships With DuPont

     Since 1987, the Company and DuPont have formed three commercial joint
ventures -- Lanxide Electronic Components, Inc. (LEC), Lanxide Armor Company,
L.P. (LAC) and Du Pont Lanxide Composites, L.P. (DLC).

     On June 28, 1996, the Company purchased DuPont's remaining ownership
interests in LAC and LEC and sold a portion of its interest in DLC to DuPont
(the Ownership Change).  LAC and LEC are now owned 100% by the Company while its
ownership interest in DLC has been reduced to 10%.  Concomitant with the
purchase, LAC was merged into the company's wholly-owned subsidiary, Lanxide
Armor Products, Inc. (LAP), with LAP the surviving entity.

The ownership interests of these commercial ventures prior to and following the
Ownership Change are as follows:


                Lanxide-Ownership    DuPont-Ownership
                 
                 Before    After     Before    After
                 ------    -----     ------    -----
LEC               80%       100%      20%        0%
LAC               27%       100%      73%        0%
DLC               30%       10%       70%       90%


     DuPont is required to provide 100% of the funding requirements of DLC
through 1999, after which funding will be based on ownership interest.  If
either DuPont or the Company fails to meet future funding obligations, its
respective ownership interest will be diluted if such funding obligations are
met by the other owner.

     LAP, LEC and DLC sublease space from the Company primarily in the Marrows
Road manufacturing facility.  Also, the Company provides accounting, purchasing,
payroll and human resource services to these ventures.  Amounts received by the
Company from unconsolidated affiliates for administrative and facilities costs
and services are reflected as a reduction to selling, general and administrative
expense, which totaled $113,000 and $508,000 for the three months ended December
31, 1996 and 1995, respectively.

     These three commercial ventures    also contract R&D services from the
Company.  Revenue received by the Company from unconsolidated affiliates are
recorded as contract revenue, which totaled $385,000 and $249,000 for the three
months ended December 31, 1996 and 1995, respectively.


     Percentage Relationship to Net Revenues

     The following table sets forth the percentage relationship to net revenues
of certain items in the Company's Consolidated Statement of Operations for the
periods presented:

                                             Three months ended December 31,

                                                      1996         1995
                                                      ----         ----
   Revenues                                           100%         100%
   Operating costs:
      Cost of sales                                   (14)         (21)
      Research and development contract costs         (14)         (20)
      Research and development                        (12)         (22)
      Selling, general, and administrative            (19)         (27)
   Minority allocation of operating (income) loss     (10)           8
   Equity in net loss of unconsolidated affiliates                  (5)
   Interest expense                                    (3)          (9)
   Other income                                         7            5
   Net income                                          35            9


     Three months ended December 31, 1996 compared to three months ended
December 31, 1995

     The Company recorded a net income of $4,073,000 for the three months ended
December 31, 1996, as compared to a $518,000 net income for the three months
ended December 31, 1995.  This increase was primarily a result of the $5,300,000
in additional license fees recorded in the first quarter of 1997.  However,
these additional licensing revenues were partially offset by the consolidation
of the full operations of LAP and LEC as a result of the Ownership Change which
took place in June 1996.

     Net Sales and Cost of Sales

     Consolidated sales increased by $894,000, from $962,000 to $1,856,000, and
cost of sales increased by $566,000, from $1,109,000 to $1,675,000, compared to
the prior period.  These increases are primarily attributable to the
consolidation of LAP operations in fiscal 1997 due to the Ownership Change as
well as additional commercial sales by Lanxide K.K.  The positive increase in
the gross margin was caused by (i) manufacturing improvements and (ii)
allocation of the Company's fixed costs over a larger amount of sales.

     Licensing Revenue

     Licensing revenue of $8,200,000 and $2,900,000 during the quarters ended
December 31, 1996 and 1995, respectively, relates to the following license
agreements:

                                       (Dollars in thousands)
                                   Three months ended December 31,
                                      1996            1995
                                      ----            ----
      Waupaca                                      $  2,000
      A.P. Green                                        500
      Brembo                        $   400             400
      AKN                             7,800
                                    -------         -------
                                    $ 8,200         $ 2,900
                                    =======         =======



     The Waupaca license is in the area of automotive brake system components
and certain agricultural machine wear components.  On December 6, 1996, Waupaca
notified the Company that it will not exercise its right under the agreement to
extend its license beyond March 31, 1997.  Waupaca indicated that it viewed its
rate of market penetration with the new technology as insufficient in light of
large demands for investment in Waupaca's expanding cast iron business.

     Pursuant to the A.P. Green license agreement, A.P. Green has the exclusive
and perpetual right to use LANXIDE(TM) technology to make, use and sell
industrial refractories, other than those employed in the ferrous metal
industry, worldwide except for Japan.  Subject to its unilateral right to
terminate this license, A.P. Green is required to make the following additional
payments totaling $1,050,000 over the next year:  $250,000 in April 1997;
$300,000 in July 1997; and $500,000 in January 1998.  A.P. Green will also pay
to the Company royalties on annual sales of products manufactured and sold under
the license.

     The Brembo license agreement is in the area of automotive brake rotors and
drums for motor vehicles.  Subject to its unilateral right to terminate the
license, Brembo is required to make the following additional payments totaling
$800,000 over the next year:  $400,000 in June 1997; and $400,000 in December
1997.  The $400,000 which was to be received in December 1996 was received in
January 1997.  In addition, the license agreement includes royalty payments on
the sale of licensed products.  A minimum annual royalty payment of $250,000 is
applicable for years three through six of the license agreement.

     Pursuant to the Sturm Ruger license agreement, which grants Sturm Ruger the
right to produce and sell certain       sporting goods components outside of
Japan, the Company received an initial license fee of $1,000,000 in April 1995.
The initial license agreement granted Sturm Ruger a one-year option to terminate
the license and be repaid the $1,000,000 by the Company in the form of either
cash or common stock at the Company's option.  As a result, the Company deferred
recognition of the license fee revenue in fiscal 1995.  In January 1996, the
Company and Sturm Ruger signed a new license agreement which grants the licensee
some additional product rights to certain sporting goods components outside of
Japan.  In consideration for the expanded license, Sturm Ruger waived its one-
year option to terminate the license.  Thus, the original deferred amount of
$1,000,000 was recorded as revenue during the second quarter of fiscal year
1996.  The license agreement includes a royalty to the Company on the sale of
licensed products.

     On March 28, 1996, Lanxide K.K. sold its remaining 50% ownership interest
in Celanx KK to Nihon effectively giving Nihon sole ownership of the license to
manufacture, market and sell precision instruments in Japan.  As consideration
for its interest in Celanx KK, Lanxide K.K. will receive ongoing royalties from
precision instrument sales generated by Celanx KK.  Concurrent with this sale,
Lanxide K.K. reacquired its wear products license from Celanx KK.

      In October 1996, the Company signed a non-exclusive license agreement with
AKN for the manufacture, use and sale of brake components in Southeast Asia and
Oceania.  AKN is a newly created joint venture of three global companies
headquartered in Japan:  Akebono Brake Industry Co., Ltd (Akebono); Nihon; and
Kanematsu.  The joint venture is also licensed by Lanxide K.K. for the
manufacture, use and sale of brake products in Japan.  Under the agreement, AKN
made an initial payment of $4,000,000 to the Company in November 1996.  In
addition, AKN is required to make payments totaling $4,000,000 to Lanxide K.K.,
payable in four equal installments.  The first two payments were received in
November 1996 and January 1997.  The remaining two payments are due on June 30,
1997 and December 31, 1997.  Of the $8.0 million to be received under the
license agreements, $7.8 million was recorded as licensing revenue in the first
quarter of fiscal 1997.  The license also requires AKN to pay a royalty on all
sales of licensed products.  The agreement grants AKN the option to execute an
exclusive manufacturing license in Southeast Asia and Oceania for an additional
$4,000,000.  This option expires in September 1997 and payment of $4.0 million
is due no later that September 1998.

     The Company expects to continue to license its technology in certain
specific market sectors by product and geography.  Although the Company will,
subject to the availability of capital, continue to commercialize products using
the LANXIDE(TM) technology through its wholly or partially owned ventures, the
Company plans to seek advantageous licensing arrangements with third parties
which have the ability to commercialize products in those areas where there are
significant barriers to entry (i.e., substantial up-front costs or the need for
a substantial industry presence or where LANXIDE(TM) technology provides only a
portion of the necessary solution).

     Contract Revenue and Contract Costs

     Research and development contract revenue increased $238,000, from
$1,490,000 to $1,728,000, and contract costs increased $520,000, from $1,059,000
to $1,579,000, compared to the prior period.  This increase was primarily
attributable to three factors:

     1.)Development work performed for AKN under the $4,000,000 joint brake
       component agreement signed in October 1996.
     2.)The consolidation of LAP's contract revenue into the Company's
       operations during fiscal 1997 due to the previously mentioned Ownership
       Change.
     3.)Additional government contract work during the first quarter of fiscal
       1997.

     Partially offsetting these increases was a decrease in revenue associated
with the amortization of equipment purchased under contract in fiscal 1996
related to the development brake component agreement with Nihon.

     Research and Development Costs

     R&D spending increased by $265,000, from $1,187,000 to $1,452,000, for the
quarters presented.  This increase was principally due to the consolidation of
LAP operations due to the previously mentioned Ownership Change.

     Selling, General and Administrative Expenses

     Selling, general and administrative expenses increased $755,000, from
$1,440,000 to $2,195,000, over the prior period.  This increase was mainly
attributable to three factors:

     1.)The consolidation of LAP operations in fiscal 1997 due to the Ownership
       Change.
     2.)An expansion of the operations of Lanxide Performance Materials, Inc.
       (LPM) a wholly-owned subsidiary, since the end of the first quarter of
       fiscal 1996.
     3.)The parent company incurred additional costs associated with (i) being a
       publicly held company and (ii) the continued pursuit of the licensing
       strategy.

     Included in selling, general and administrative expenses are reimbursements
of $113,000 and $508,000 for 1996 and 1995, respectively, received from
unconsolidated affiliates for administrative and facilities costs and services.

     Minority Allocation of Operating (Income) Loss

     The Company recorded $1,197,000 in minority allocation of operating income
for the first quarter of fiscal 1997 as compared to $436,000 in minority
allocation of operating loss for the prior period.  This change was primarily
attributable to $3.9 million in licensing revenue recorded by Lanxide K.K. from
AKN, of which 35% was allocated to the minority owner.

     Equity in Net Loss of Unconsolidated Affiliates

     In fiscal 1996, the equity in net loss of unconsolidated affiliates was
$249,000.  These losses pertained to the following:

     1.)The Company's 27% share of the losses of LAC.  As a result of the
       Ownership Change, LAC was consolidated into the Company's financials
       starting in June 1996.
     2.)The start-up losses associated with Celanx KK, a subsidiary of Lanxide
       K.K., which was sold in March 1996.

     Interest Expense

     Interest expense decreased 20%, from $501,000 to $401,000, compared to the
prior period.  This decrease reflects the prepayment of a $4,100,000 mortgage on
the Marrows Road facility in March 1996.  This prepayment occurred when the
Company consummated the sale and leaseback of the facility in the second quarter
of fiscal 1996.

     Other Income

     Other income increased $553,000 from $275,000 to $828,000.  This increase
was mainly due to a reversal of accrued dividends on preferred stock of a
subsidiary in the first quarter of 1997.

     Income Tax Expense

     In 1997, the $40,000 in income tax expense reflects taxes withheld on
foreign source income.

LIQUIDITY AND CAPITAL RESOURCES

     Since its inception, the Company has financed its working capital and
capital expenditure requirements with the proceeds from the sale of stock,
borrowings, product sales, research and development contracts and, more
recently, technology licensing revenues.  The Company had working capital of
$6,700,000 at December 31, 1996, as compared to $4,367,000 at September 30,
1996.  The consolidated cash balance at December 31, 1996 was $4,489,000
(including $2,489,000 held by a subsidiary company which is unavailable to the
Company for general corporate purposes).

     At December 31, 1996, the Company had no significant commitments to
purchase capital equipment.  However, the Company has a $66,000 obligation on
previously purchased capital equipment that contains payment terms of
approximately $33,000 for the next two quarters.

     During the first quarter of fiscal 1997, the Company repurchased the $4.0
million of Lanxide Wear Products, Inc.'s preferred stock held by Nihon.

     In March 1995, the Company implemented a licensing strategy and has since
signed five technology licensing agreements which provide funds for the
continuing operations of the Company.  Although one of these licensees gave
notice to the Company in December 1996 that it would not renew its license
beyond March 31, 1997, the other license agreements form a financial base to
cover a portion of the Company's operating expenses in 1997 and beyond.  License
agreements which are currently in effect, but some of which are subject to
cancellation by the licensee with prior notice, are expected to provide the
following funds in addition to various royalty payments:

                    License Agreements
                  (Dollars in millions)

                             1997        1998        1999
                             ----        ----        ----
  A.P. Green                  0.6         0.5          -
  Brembo                      0.8         0.4         0.3
  AKN                         7.0         1.0          -


     Of the $8.0 million AKN license fee, $4.0 million will be paid directly to
Lanxide K.K. and is expected to be used by that subsidiary in the conduct of its
business.

     The Company has been engaged in discussions with a number of industrial
entities in the United States, Europe and Asia regarding the potential licensing
of the Company's technology to such entities for up-front fees and ongoing
royalty payments.  These discussions include the potential licensing of
automotive brake components in North America that Waupaca determined not to
renew.  However, no assurance can be given that any of these discussions will
lead to the licensing of the Company's technology to any of these entities.

     The Company has a $6.0 million revolving credit and term note with PNC
Bank, Delaware, guaranteed by DuPont, under which all available amounts have
been drawn.  The note bears interest at the prime rate and is payable in
installments beginning in March 1997 and maturing in March 2000.  The Company
also has a $10.0 million secured revolving credit and term note with Kanematsu
under which all available amounts have been drawn.  This note bears interest at
2% above LIBOR and matures in full in December 1998.  During the latter part of
1996, LPM established an aggregate line of credit of $4.5 million with Commodore
Environmental Services, Inc. and Commodore Applied Technologies, Inc.  As of
December 31, 1996, LPM had drawn $3.0 million under this line.  See "The Merger"
below.  Principal payments due on the outstanding indebtedness are as follows:


              Fiscal Year Ended     Principal Payments
                                   (Dollars in thousands)
           ------------------      ----------------------
           Remainder of 1997         $   1,771
                  1998                   3,500
                  1999                  12,100
                  2000                   1,600
                                     ---------
                  Total              $  18,971
                                     =========


No assurance can be given that the Company will be able to make these payments
when they become due.

     The terms of the agreements relating to (i) the loan from Kanematsu and
(ii) the lease with QRS 12-16, Inc., as Landlord for the Marrows Road facility,
currently restrict the Company's ability to incur additional indebtedness other
than in connection with the operation of its subsidiaries.

     The Merger

     In November 1996, the Company entered into a Merger Agreement with
Commodore Environmental Services, Inc. (Commodore) providing for the acquisition
of the Company by Commodore and the conversion of the Company's outstanding
Common Stock and Series A Preferred Stock into common stock of Commodore (the
Merger).  The Company's Series E Redeemable Preferred Stock would be exchanged
for shares of a newly created issue of Commodore Series D Preferred Stock.  The
Merger is subject to several conditions, including the completion of a public
offering of Commodore capital stock     with gross proceeds of at least $50
million.  Commodore is continuing to seek an underwriter for such offering and,
therefore, there can be no assurances given that the Merger will be consummated
in the near future, if at all.

     In August 1996, in order to provide the Company with temporary liquidity by
freeing up working capital which the Company had provided to its wholly-owned
subsidiary, LPM, Commodore Applied Technologies, Inc. (Applied), a subsidiary of
Commodore, extended a $1,500,000 line of credit to LPM.  The line of credit is
guaranteed by the Company and secured by the assets of LPM, excluding its
proprietary technology.  The principal balance outstanding will be due on the
earlier of completion of the Merger or February 28, 1998 and bears interest at
Citibank N.A.'s prime rate of interest.  As additional consideration for the
line of credit, the Company, through its affiliate, Lanxide Technology Company
L.P., granted to Applied an exclusive worldwide (other than Japan) license for
the use of LANXIDE(TM) technology in process reactor vessels for
decontamination, remediation, neutralization, separation and destruction of (i)
soils and substrates contaminated with PCBs and other halogenated substances,
(ii) PCBs and other halogenated substances in their unmixed form, (iii) other
materials and substances subjected to Applied's SET process, (iv) low level
nuclear waste, radionuclides and other radioactive matter, and (v) ordnance,
chemical weapons and related materials.


     In September 1996, Commodore also agreed to provide LPM a $3.0 million line
of credit to fund LPM's working capital deficiencies between November 1996 and
March 1997.  Commodore's obligation to lend such funds to LPM is subject to a
number of conditions, including review by Commodore of the proposed use of such
funds by LPM.  Such line of credit matures on the earlier of February 28, 1998,
or termination of the Merger solely as a result of either (i) the failure or
refusal of the Company to comply with its various covenants and agreements
contained in the Merger Agreement, or (ii) the Company's unsolicited receipt of
a preemptive offer from an unaffiliated third party to purchase all or
substantially all of the assets or securities of the Company which the Company's
Board of Directors, in the exercise of its fiduciary duty to the Company's
stockholders, elects to accept.  The remaining financing available under these
two lines of credit should be sufficient to meet the cash needs of the Company
through March 1997.

     The Company is pursuing alternative sources of financing in an effort to
satisfy its cash needs in the event the Merger is not consummated.  Active
licensing discussions, if successfully concluded, may also provide the cash
needed.  No assurances can be given, however, that the Company will be able to
obtain such financing or conclude such licenses on acceptable terms.


PART II.  OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

     On July 17, 1996, certain stockholders of the Company, who owned an
aggregate of 149,529 shares of the Company's old common stock prior to the
consummation of the Company's Recapitalization Plan, filed a lawsuit in the
United States District Court for the District of Colorado against the Company.

     The allegations in the Complaint arose from a settlement agreement entered
into by the plaintiffs and the Company in March 1996 relating to the Company's
Recapitalization Plan (the Settlement Agreement).  Pursuant to the Settlement
Agreement, the plaintiffs agreed to relinquish all claims against the Company
relating to the Recapitalization Plan, including their demand for appraisal
rights under Section 262 of the DGCL, in exchange for Units of the Company plus
the right to purchase shares of the Company's new common stock and to receive
warrants for additional shares of the Company's new common stock.  In the
Complaint, the plaintiffs alleged that the Company had breached the Settlement
Agreement by substituting for the "new common stock," a class of restricted
stock of a lesser value that was not contemplated by the Settlement Agreement.

     On January 30, 1997, the Company entered into a new settlement agreement
with the plaintiffs (the New Settlement Agreement) pursuant to which the
plaintiffs agreed to dismiss, with prejudice, their lawsuit against the Company,
and the Company agreed to pay an aggregate of $200,000 to the plaintiffs in the
form of a promissory note (the Lanxide Note).  The Lanxide Note provides that
the Company will pay the plaintiffs $50,000 plus accrued interest on July 1,
1997 and $10,000 plus accrued interest on the first of each month commencing on
August 1, 1997 for fifteen months.  Interest will accrue at a rate of 10% per
annum.  Pursuant to the New Settlement Agreement, Bentley J. Blum, a director
and principal stockholder of the Company, executed a promissory note in favor of
the plaintiffs (the Blum Note) with the same terms as the Lanxide Note, except
that Mr. Blum has no obligations under the Blum Note unless an Event of Default
occurs under the Lanxide Note.

ITEM 2. CHANGES IN SECURITIES

        Prior to November 14, 1996, the Company's Units consisted of one share
of the Company's Series A Preferred Stock (the Series A Preferred Stock) and one
warrant (the Unit Warrant) to purchase one-twentieth of a share of the Company's
Common Stock.  Pursuant to their terms, the Unit Warrants expired on November
14, 1996.  Accordingly, each holder of Units is now a holder of Series A
Preferred Stock only.  The Series A Preferred Stock is traded on the NASDAQ OTC
Bulletin Board under the symbol LNXIP.


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K


  (a) *10.60   Agreement and Plan of Merger, dated November 13, 1996, by and
               among the Company, Commodore and COES Acquisition Corp.
               Incorporated by reference to Exhibit 1 to the Company's Current
               Report on Form 8-K, dated November 13, 1996.

      *10.61   Line of Credit Agreement, dated November 13, 1996, by and between
               Lanxide Performance Materials, Inc. and Commodore.  Incorporated
               by reference to Exhibit 3 to the Company's Current Report on Form
               8-K, dated November 13, 1996.

      *10.62   Line of Credit Promissory Note, dated November 13, 1996, by
               Lanxide Performance Materials, Inc. in favor of Commodore.
               Incorporated by reference to Exhibit 4 to the Company's Current
               Report on Form 8-K, dated November 13, 1996.

      *10.63   Security Agreement, dated November 13, 1996, by and between
               Lanxide Performance Materials, Inc. and Commodore.  Incorporated
               by reference to Exhibit 5 to the Company's Current Report on Form
               8-K, dated November 13, 1996.

      *10.64   Guaranty, dated November 13, 1996, by the Company in favor of
               Commodore.  Incorporated by reference to Exhibit 6 to the
               Company's Current Report on Form 8-K, dated November 13, 1996.

      *10.65   Letter Agreement, dated November 13, 1996, by and between Lanxide
               Performance Materials, Inc. and Commodore Applied Technologies,
               Inc.  Incorporated by reference to Exhibit 7 to the Company's
               Current Report on Form 8-K, dated November 13, 1996.

      *10.66   Joint Development Agreement, dated as of October 25, 1996, by and
               among Akebono Brake Industry Co., Ltd., Nihon Cement Company Ltd.
               and the Company.  Incorporated by reference to Exhibit 10.66 of
               the Company's Annual Report on Form 10-KSB for the fiscal year
               ended September 30, 1996.
      *10.67   Joint Venture Agreement, dated as of October 25, 1996 by and
               among Akebono Brake Industry Co., Ltd., Nihon Cement Company
               Ltd., Lanxide K.K., Kanematsu Corporation and the Company.
               Incorporated by reference to Exhibit 10.67 of the Company's
               Annual Report on Form 10-KSB for the fiscal year ended September
               30, 1996.

      27       Financial Data Schedule

      * Previously filed.

  (b) The Company filed a Current Report on Form 8-K dated October 2, 1996,
      reporting the revised structure of the previously announced merger
      transaction with Commodore Environmental Services.

      The Company filed a Current Report on Form 8-K dated October 24, 1996,
      reporting the determination by the Board of Directors not to change its
      fiscal year end to December 31.

      The Company filed a Current Report on Form 8-K dated November 13, 1996,
      reporting (i) the execution of the Merger Agreement and (ii) the
      execution of loan documents between Commodore and Lanxide Performance
      Materials, Inc.

                                   
                                   SIGNATURES

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

                                                  LANXIDE CORPORATION



Date:  February 13, 1997                By:       /s/Robert J. Ferris
                                            ------------------------------
                                            Robert J. Ferris
                                            Vice President - Administration
                                            Secretary and Treasurer
                                            (Duly Authorized Officer and
                                            Principal Accounting Officer)