SECURITIES AND EXCHANGE COMMISSION

                             Washington, D C 20549


                                   FORM 10-Q


                  QUARTERLY REPORT UNDER SECTION 13 OR 15(d)

                    OF THE SECURITIES EXCHANGE ACT OF 1934


                   For the quarter ended  September 30, 1996

                       Commission File Number  33-19584


                  INTERNATIONAL CRYOGENIC SYSTEMS CORPORATION
            (Exact name of registrant as specified in its charter)


 Nevada                                                         23-258270
(State of Incorporation)                  (IRS Employer Identification No.)


 103 GUADALUPE DRIVE
 CIBOLO, TEXAS 78108                                 210-659-8450
(Address of principal executive offices)    (Registrant's telephone number)


      Securities registered pursuant to Sections 12(b) of the Act:  NONE

      Securities registered pursuant to Sections 12(g) of the Act:  NONE


Common Stock,  $0.001 Par Value                          OTC Bulletin Board


Indicate by check mark whether the registrant (1) has filed all reports
required by Section 13 or 15(d) of the Securities and Exchange Act of 1934
during the preceding 12 months and (2) has been subject to such filing
requirements for the past 90 days.  Yes   X     NO      .
                                        -----      -----


As of  September 30, 1996, 5,619,269 Common Shares were outstanding, and the
aggregate market value of such shares held by non-affiliates was approximately
$3,453,367










                  Sequential Page  1 of 14<PAGE>



                  INTERNATIONAL CRYOGENIC SYSTEMS CORPORATION

                               AND SUBSIDIARIES


                                     INDEX




PART I.   FINANCIAL INFORMATION                                            Page


 Item 1: Financial Statements (Unaudited)


          Consolidated Balance Sheets as of
          September 30, 1996 and December 31, 1995.                           3

          Consolidated Statement of Operations for Three and Six
          Months Ended September 30, 1996 and September 30, 1995.             4

          Consolidated Statement of Changes in Stockholders' Equity for
          Three Months Ended September 30, 1996 and September 30, 1995.       5

          Consolidated Statement of Cash Flows for Three and Six
          Months Ended September 30, 1996 and September 30, 1995.             6

          Notes to Consolidated Financial Statements at September 30, 1996.   7


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



PART II.   OTHER INFORMATION                                                 13


     Item 1.   Legal Proceedings.

     Item 2.   Changes in Securities.

     Item 3.   Defaults Upon Senior Securities.

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

     Item 5.   Other Information.

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







                  Sequential Page  2 of 14<PAGE>
<TABLE>
<CAPTION>
 INTERNATIONAL CRYOGENIC SYSTEMS CORP.                   CONSOLIDATED BALANCE SHEETS  AT
 AND SUBSIDIARIES                                        SEPTEMBER 30, 1996 AND DECEMBER 31, 1995.
 UNAUDITED
-----------------------------------------------------------------------------------------------------
                                                                   (UNAUDITED)             (AUDITED)
                                                                  SEPTEMBER 30,           DECEMBER 31,
 ASSETS                                                                1996                  1995
                                                                 --------------         --------------
<S>                                                              <C>                    <C> 
 CURRENT ASSETS 
    Cash and cash equivalents                                       $2,555,146               $158,617
    Trade accounts receivable, net of allowance
      for doubtful accounts of $805 and $31,060, 
      respectively                                                      30,328                 31,514
    Royalties receivable                                               200,000
    Inventory                                                           61,139                 58,994
    Prepaid expenses and other current assets                           23,817                 43,951
                                                                 --------------         --------------
      Total Current Assets                                           2,870,430                293,076
                                                                 --------------         --------------

 OTHER ASSETS
    Property and equipment, net of accumulated 
      depreciation                                                      70,359                104,628
    Patent rights and related technology,
      net of accumulated amortization                                1,190,920              1,295,718
    Goodwill, net of accumulated amortization                          506,517                605,340
    Cash escrow resulting from sale                                    200,000
    Royalties receivable                                             1,800,000
                                                                 --------------         --------------
      Total Other Assets                                             3,767,796              2,005,686
                                                                 --------------         --------------

 TOTAL ASSETS                                                       $6,638,226             $2,298,762
                                                                 ==============         ==============


 LIABILITIES  AND  STOCKHOLDERS'  EQUITY

 CURRENT LIABILITIES: 
    Loan from officers                                                 $26,700                $69,106
    Note payable                                                        90,000                100,000
    Accounts payable and accrued expenses                              229,518                518,234
    Income taxes payable                                               205,561
    Deferred income taxes                                               66,457
    Deferred revenue                                                    14,791                 61,148
    Capital lease obligation                                                                    8,837
                                                                 --------------         --------------
      Total Current Liabilities                                        633,027                757,325
                                                                 --------------         --------------

 LONG TERM LIABILITIES:
    Deferred income taxes                                              598,111
    Capital lease obligation, net current portion                                               1,697
                                                                 --------------         --------------
      Total Long Term Liabilities                                      598,111                  1,697
                                                                 --------------         --------------

      Total Liabilities                                              1,231,138                759,022
                                                                 --------------         --------------

 STOCKHOLDERS' EQUITY

    Common stock, $0.001 par value, 200,000,000
      shares authorized, 5,619,269 and 5,371,234 
      shares issued and outstanding at September 30, 
      1996 and December 31, 1995, respectively.                          5,619                  5,371
    Additional paid-in capital                                       3,927,350              3,717,063
    Amounts due shareholders                                            (7,500)                (7,500)
    Retained Earnings                                                1,481,619             (2,175,194)
                                                                 --------------         --------------
    Total Stockholders' Equity                                       5,407,088              1,539,740
                                                                 --------------         --------------


 TOTAL LIABILITIES  &  STOCKHOLDERS' EQUITY                         $6,638,226             $2,298,762
                                                                 ==============         ==============

</TABLE>

The accompanying notes are an integral part of these financial statements.

Sequential Page 3 of 14 <PAGE>
<TABLE>
<CAPTION>
 INTERNATIONAL CRYOGENIC SYSTEMS CORP.                       CONSOLIDATED STATEMENTS OF OPERATIONS
 AND SUBSIDIARIES                                            FOR THE THREE AND NINE MONTH PERIODS ENDED  
 UNAUDITED                                                   SEPTEMBER 30, 1996 AND SEPTEMBER 30, 1995.
-------------------------------------------------------------------------------------------------------------------------

                                                             THREE MONTHS ENDED                 NINE MONTHS ENDED
                                                           SEPT 30,         SEPT 30,         SEPT 30,          SEPT 30,
                                                             1996             1995            1996               1995
                                                         ------------    -------------    -------------      ------------
<S>                                                      <C>             <C>              <C>                <C>

 SALES REVENUE:
    Product Sales                                            $52,329         $738,703       $1,236,352        $3,300,354
    Services                                                  43,783                           113,286
                                                         ------------    -------------    -------------      ------------

       Total Revenue                                          96,112          738,703        1,349,638         3,300,354

 COST OF REVENUE:
    Product Sales                                              6,448          539,253          729,928         2,655,950
    Services                                                  38,675                           132,135
                                                         ------------    -------------    -------------      ------------

       Total Cost of Revenue                                  45,123          539,253          862,063         2,655,950
                                                         ------------    -------------    -------------      ------------

       Gross Margin                                           50,989          199,450          487,575           644,404

 OPERATING EXPENSES:
    Sales and Marketing                                       90,723                           295,002
    General and Administrative                               180,322                           500,838
    Research and Development                                   4,592                            65,806
                                                         ------------    -------------    -------------      ------------

       Total Operating Expense                               275,637          327,666          861,646           972,400
                                                         ------------    -------------    -------------      ------------

       Operating Loss                                       (224,648)        (128,216)        (374,071)         (327,996)

 OTHER INCOME (EXPENSE):
    Gain on Sale of Subsidiary                             4,886,525                         4,886,525
    Interest and Other Income                                  3,047               44           18,650             2,566
    Interest Expense                                            (486)                           (3,531)
    Other Expense                                                (33)                             (633)
                                                         ------------    -------------    -------------      ------------

     Total Other Income (Expense)                          4,889,053               44        4,901,011             2,566
                                                         ------------    -------------    -------------      ------------


 NET INCOME (LOSS) BEFORE INCOME TAXES                     4,664,405         (128,172)       4,526,940          (325,430)

 PROVISION FOR INCOME TAXES
    Current                                                  205,561                           205,561
    Deferred                                                 664,567                           664,567
                                                         ------------    -------------    -------------      ------------


     Total Provision for Income Taxes                        870,128                           870,128
                                                         ------------    -------------    -------------      ------------

 NET INCOME (LOSS)                                        $3,794,277        ($128,172)      $3,656,812         ($325,430)
                                                         ============    =============    =============      ============

 NET INCOME (LOSS) PER SHARE                                   $0.68           ($0.02)           $0.66            ($0.06)
                                                         ============    =============    =============      ============

 WEIGHTED AVERAGE NUMBER OF SHARES                         5,619,269        4,453,234        5,565,750         4,453,234




</TABLE>

The accompanying notes are an integral part of these financial statements.
                                                    
Sequential Page 4 of 14 <PAGE>
<TABLE>
<CAPTION>

    INTERNATIONAL CRYOGENIC SYSTEMS CORP.                                          STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY   
    AND SUBSIDIARIES                                                               FOR THE THREE MONTH PERIODS ENDED    
    UNAUDITED                                                                      SEPTEMBER 30, 1995 AND SEPTEMBER 30, 1996.
----------------------------------------------------------------------------------------------------------------------------------

                                                                                ADDITIONAL   AMOUNTS
                                                           COMMON  STOCK         PAID-IN     DUE FROM    ACCUMULATED
                                                         STOCK       AMOUNT       CAPITAL   STOCKHOLDERS  (DEFICIT)     TOTAL 
                                                      -----------  ---------   ------------ ----------- ------------ -------------
<S>                                                   <C>          <C>         <C>          <C>         <C>          <C>         

    Balances At July 1, 1995                           4,453,234     $4,452     $2,699,982              ($1,278,485)   $1,425,949

    Common Stock Issued For Acquisition of 
    Nauticon                                             900,000        900        899,100                                900,000


    Common Stock For Cash - Excercise Stock Option         8,000          8                                                     8

    Net (Loss) For The Three Month Period  
    Ended september 30, 1995                                                                               (128,192)    ($128,192)
                                                      -----------  ---------   ------------ ----------- ------------ -------------

    Balances At September 30, 1995                     5,361,234     $5,360     $3,599,082         $0   ($1,406,677)   $2,197,765
                                                      ===========  =========   ============ =========== ============ =============






    Balances At July 1, 1996                           5,619,269     $5,619     $3,927,350    ($7,500)  ($2,312,658)   $1,612,811

    Net (Loss) For The Three Month Period  
    Ended September 30, 1996                                                                              3,794,277     3,794,277
                                                      -----------  ---------   ------------ ----------- ------------ -------------

    Balances At September 30, 1996                     5,619,269     $5,619     $3,927,350    ($7,500)   $1,481,619    $5,407,088
                                                      ===========  =========   ============ =========== ============ =============


</TABLE>

The accompanying notes are an integral part of these financial statements.

Sequential Page 5 of 14    <PAGE>
<TABLE>
<CAPTION>
 INTERNATIONAL CRYOGENIC SYSTEMS CORP.                            CONSOLIDATED STATEMENT OF CASH FLOWS 
 AND SUBSIDIARIES                                                 FOR THREE AND NINE MONTH PERIODS ENDED 
 (UNAUDITED)                                                      SEPTEMBER 30, 1996 AND SEPTEMBER 30, 1995.
--------------------------------------------------------------------------------------------------------------------------

                                                            THREE MONTHS ENDED                 NINE MONTHS ENDED
                                                           SEPT 30,         SEPT 30,         SEPT 30,          SEPT 30,
                                                             1996             1995             1996              1995
                                                         ------------    -------------    -------------      ------------
<S>                                                      <C>             <C>              <C>                <C>

 CASH FLOWS FROM OPERATING ACTIVITIES:
   Net Income (Loss)                                      $3,794,277        ($128,192)      $3,656,812         ($325,430)

   Add Items Not Requiring The Use of Cash:
     Depreciation and Amortization                           103,787            6,066          218,501            12,125
     Provision for Doubtful Accounts                                                               805
     Common Stock Issued for Operating Expenses
     Changes in Assets and Liabilities:                                                        210,535
       Trade Accounts receivables                            238,811           54,752              382           (85,720)
       Inventory                                             870,354           89,376           (2,145)          (33,888)
       Refundable Deposits                                                    (11,258)                           (11,258)
       Prepaid Expenses and Other Assets                      20,297          (20,341)          20,134           (21,646)
       Accounts Payable and Accrued Expenses                 (92,594)        (154,008)        (288,716)          227,305
       Deferred Revenues                                    (963,795)                          (46,357)
       Deferred Fees                                                           83,000                             83,000
       Intereat Payable                                                         8,854                              8,854
       Income Taxes Payable                                  205,561            2,583          205,561             2,583
       Deferred Taxes Payable                                664,568            1,424          664,568             1,424
   Pretax Gain of Sale of Discontinued Operation          (4,886,525)                       (4,886,525)
   Cash Used by Discontinued Operations                      (80,358)                          (80,358)
                                                         ------------    -------------    -------------      ------------

   Total Adjustments                                      (3,919,894)          60,448       (3,983,615)          182,779
                                                         ------------    -------------    -------------      ------------

    Net Cash Provided (Used) By Operating 
     Activities                                             (125,617)         (67,744)        (326,803)         (142,651)
                                                         ------------    -------------    -------------      ------------

 CASH FLOWS FROM INVESTING ACTIVITIES:
    Capital Expenditures                                      (8,169)                          (19,543)

    Purchase of Equipment and Related Technologies                            (85,845)                          (145,597)

    Proceeds From Sale of Discontinued Operations          2,800,000                         2,800,000

    Cash Used by Discontinued Operations                    (100,000)                         (100,000)
                                                         ------------    -------------    -------------      ------------

    Net Cash Provided (Used) By Investing 
     Activities                                            2,691,831          (85,845)       2,680,457          (145,597)
                                                         ------------    -------------    -------------      ------------

 CASH FLOWS FROM FINANCING ACTIVITIES:
    Proceeds from Sale of Stock                                                     8                            420,000
    Loans from officers                                     (243,603)                          (42,406)          (56,851)
    Notes Payable                                                              40,000                             40,000
    Payments on capital lease                                                                   (4,719)          (48,132)
    Net Borrowings on Line of Credit                          90,000                            90,000
                                                         ------------    -------------    -------------      ------------

    Net Cash Provided (Used) By Financing 
     Activities                                             (153,603)          40,008           42,875           355,017
                                                         ------------    -------------    -------------      ------------


 NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS           2,412,611         (113,581)       2,396,529            66,769


 CASH AND EQUIVALENTS AT BEGINNING OF PERIOD                 142,535          180,376          158,617                26
                                                         ------------    -------------    -------------      ------------

 CASH AND EQUIVALENTS AT END OF PERIOD                    $2,555,146          $66,795       $2,555,146           $66,795
                                                         ============    =============    =============      ============


 SUPPLEMENTAL DISCLOSURES OF CASH INFORMATION:

    Cash Paid during The Period For:  Interest                  $486                            $3,531
                                                         ============    =============    =============      ============

 SUPPLEMENTAL NON-CASH FINANCING ACTIVITIES

    Common Stock Issued From Acquisition                                     $900,000                           $900,000
                                                         ============    =============    =============      ============


</TABLE>

The accompanying notes are an integral part of these financial statements.
                                                    
Sequential Page 6 of 14 <PAGE>





INTERNATIONAL CRYOGENIC SYSTEMS CORP.        Notes to Consolidated
AND SUBSIDIARIES                             Financial Statements at
Unaudited                                    September 30, 1996

-------------------------------------------------------------------------------

The condensed consolidated financial statements of International Cryogenic
Systems Corporation and Subsidiaries included herein have been prepared without
audit, pursuant to the rules and regulations of the Securities and Exchange
Commission.  Although, certain information normally included in financial
statements prepared in accordance with generally accepted accounting principles
has been condensed or omitted, International Cryogenic Systems Corporation
believes that the disclosures are adequate to make the information presented
not misleading. The condensed consolidated financial statements should be read
in conjunction with the financial statements and notes thereto included in
International Cryogenic Systems Corporation's annual report on Form 10-K for
the fiscal year ended December 31, 1995.

The condensed consolidated financial statements included herein reflect all
normal recurring adjustments that, in the opinion of the management, are
necessary for a fair presentation.  The results for the interim periods are not
necessarily  indicative of trends or of results to be expected for a full year.


































                  Sequential Page  7 of 14<PAGE>

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

GENERAL:

Changes In Registrant's Certifying Accountant - The Registrant contracted with
Coopers & Lybrand, a major international professional services firm, as the new
Company auditors effective for the 1995 fiscal year audit. The Company believes
that because of the increased financial activities, and management's desire to
produce a credible growth company, the Company warrants the need of an
independent auditor with the stature of Coopers & Lybrand.

Nauticon Acquisition  - On August 4, 1995, the Board of Directors approved the
acquisition of 100% of Nauticon, Ltd. in a stock exchange for 900,000 shares of
common stock and 300,000 options of ICSC common stock. Nauticon will operate as
a wholly owned subsidiary in concert with ICSC's other subsidiaries, each
concentrating in unique, proprietary products for the food freezing,
refrigeration and cooling fields.

Nauticon, is an Austin, Texas based manufacturer of innovative evaporative heat
exchangers. Nauticon line of products represent five years of development. An
unique patented concept couples modern plastics with high efficiency copper
tubing to give very high efficiency, low operating costs and minimal
maintenance. These evaporative heat exchangers are self cleaning in most
applications thus eliminating chemical cleaning. These outstanding features
cannot be found in competitive products. Nauticon evaporative heat exchangers
serve the residential, commercial HVAC sector and the commercial refrigeration
industry. They have many applications, varying from traditional commercial
refrigeration to HVAC to industrial cooling. Customers vary from supermarkets
to ice rinks to walk-in coolers for refrigeration systems. HVAC applications
are in smaller commercial buildings, for traditional air conditioning systems
to highly efficient heat pumps. Industrial uses span plastic molding and
extrusion to conventional cooling of process water to cooling of cutting oils.

RealCold Acquisitions - On January 30, l995, the Board of Directors approved
(retroactive to January l, l995) the acquisitions of Technicold Services, Inc.,
RealCold Maintenance Systems, Inc. and Jordan Vessel Corporation.  The company
acquired l00% of the stock of these three companies in exchange for 487,500
shares of its common stock.  The three ICSC subsidiary companies were supported
and operated under RealCold Systems, Inc. for six months ending June 30, 1996
prior to its acquisition by WittCold Systems, Inc.  The subsidiary companies
will manufacture and support all related products, including packaged
refrigeration systems for ICSC's cryogenic freezing systems and custom
commercial sales, ammonia recovery and recycling systems, and non-chemical
water treating systems. The Company will also offer automated block ice
systems.

Technicold Services, Inc. offers consulting engineering services including
process safety management compliance and ammonia refrigeration system design.
Technicold Services also provides operation, maintenance and safety seminars
for ammonia refrigeration technicians and supervisors. The former Jordan Vessel
Corporation, operating under RealCold Systems, offers industrial refrigeration
system components such as liquid recirculating packages and refrigeration
system vessels of all types. RealCold Maintenance Systems, Inc. offers unique
innovative refrigeration products; Ammonia Recovery and Recycle Systems and
Evaporative Condenser Water Conditioning Systems.  RealCold Maintenance Systems
also publishes a quarterly newsletter, COLD TALK, which reaches over (1700)
refrigeration technicians in the industry.

                  Sequential Page  8 of 14<PAGE>
Wittemann & RealCold Joint Venture - RealCold Systems Inc. and The Wittemann
Company signed a Joint Cooperative Agreement, June 1995, for the manufacture
and marketing of merchant carbon dioxide plants and refrigeration products.
Wittemann is the world's leading manufacturer of carbon dioxide systems and
refrigeration accessories employed by brewers and other fermentation
processors. Wittemann has carbon dioxide systems operating in almost every
country in the world. The cooperative agreement combines the technical
expertise and experience of RealCold with the worldwide marketing of Wittemann.
George Briley, President of RealCold Systems with 46 years experience, is a
renown expert in the innovative design and building of merchant carbon dioxide
systems. The RealCold technical and engineering staff will provide the
engineering design and manufacturing for innovative refrigeration products and
the merchant carbon dioxide plants. This industry combination of technology,
sales and manufacturing experience is unsurpassed and should provide an
effective and cost efficient entry for this worldwide market. This venture has
proved to be very successful for all related companies.  Eleven (11) orders
were booked this year for merchant carbon dioxide plants and refrigeration
packages (average order $700,000). British Oxygen Corporation (BOC) purchased
some of these plants for installation in mainland China.

Sale of Subsidiary - RealCold Systems, Inc:

WittCold Systems, Inc., Palm Coast, Florida, a Wittemann Company and wholly
owned subsidiary of Dover Corporation purchased all of the issued and
outstanding capital stock of RealCold Systems, Inc., San Antonio, Texas, a
wholly owned subsidiary of International Cryogenic Systems Corporation, the
Registrant.

The acquisition culminated after a successful (50/50) joint venture between the
two companies for the manufacture and marketing of Merchant Carbon Dioxide
Plants and Refrigeration System Packages.

The effective closing date of all financial accounting transactions, between
the two companies, was as of June 30, 1996, the end of the Registrant's second
quarter reporting period.  Closing date of the Acquisition Agreement was on
July 23, 1996. Terms and conditions of the acquisition agreement between
WittCold Systems, Inc. and the Registrant, as follows:

The purchase price for the common shares was the aggregate sum of Three Million
Dollars ($3,000,000) plus five percent (5 %) of the Net Sales of Refrigeration
Systems for the ten (10) full calendar years 1996 through 2005 and two and one
half (2 1/2%) of Net Sales of Merchant C02 Systems for the nine (9) full
calendar years 1997 through 2005 (the "Percentage Amount").

If the aggregate Percentage Amount paid to Registrant, as set forth above,
through the year 2005 is not at least Two million Dollars ($2,000,000), the
Purchaser agrees to pay to Registrant no later than April 30, 2006, the
difference between the aggregate Percentage Amount paid to Registrant and Two
Million Dollars ($2,000,000). Notwithstanding the foregoing, in the event that
George Briley, a Director and major shareholder of the Registrant, is not
employed by and actively engaged in the Company's business for a period of
three full years after the date of Closing, then the foregoing obligation to
pay a minimum Percentage Amount of Two Million Dollars ($2,000,000) is null and
void and Registrant shall be entitled only to the Percentage Amount based on
Actual Net Sales as set forth above.

"Net Sales", as used herein, means payments received from customers less
commissions to non-employee agents, export preparation, inland freight and
forwarding fees, ocean freight, insurance, discounts and all warranty work
performed during the relevant period. The Percentage Amount will be determined

                  Sequential Page  9 of 14<PAGE>
each calendar quarter and any amount due Registrant shall be paid to the
Registrant within thirty days after the end of each calendar quarter, starting
first quarter 1997.

New Facilities:

The Registrant and subsidiaries recently moved to another location near San
Antonio, Texas, and leased a 32,000 square foot facility for administration,
engineering and manufacturing operations.  WittCold Systems, Inc. has subleased
50% of the facility from the Registrant for their engineering and manufacturing
operations.

New Address and Phone Number of the Registrant:

 103 Guadalupe Drive
 Cibolo, Texas  78108

 210-659-8450 Phone
 210-659-8250 Fax









































                 Sequential Page  10 of 14<PAGE>

RESULTS OF OPERATIONS:

Third Quarter 1996 - Revenue for the three and nine month periods ended
September 30, 1996 was $96,112 and $1,349,638 respectively as compared to
$738,703 and $3,300,354 for the same periods respectively in 1995.

Because of new accounting procedures implemented for the 1995 end of year audit
and continued into 1996, the Company will only record revenue after product is
shipped and billed, and not the combined sales/revenue on work in process
billing as was previously posted for the respected quarters during 1995.

Net Income before taxes for the three and nine month periods ended September
30, 1996 was $4,664,405 and $4,526,940 respectively as compared to losses of
($128,172) and ($325,430) for the same periods respectively in 1995.  Net
Income per share for the three and nine month periods ended September 30, 1996
was $0.68 and $0.66 respectively as compared to losses of ($0.02) and ($0.06)
for the same periods respectively in 1995.

The Company's substantial gain in net income, total assets and shareholders
equity was due to the sale of RealCold Systems, Inc.  For the nine month ended
September 30, 1996, RealCold Systems, Inc. had sales of $1,067,964 and net
income before taxes of $168,723 or $0.03 per share.

As of September 30, 1996, the end of the third quarter period; total assets
increased to over $6.6M dollars and stockholders equity increased to over $5.4M
dollars.  There was a total of 5,619,269 common shares outstanding as of
September 30, 1996.

Management believes that its working capital of $2.5M dollars in cash is
sufficient to support its operations and growth plans for the near future, and
the revenue "percentage amount" payments that will be generated from WittCold
Systems sales should provide ongoing income to support future capital needs.

WittCold Systems/RealCold Systems - Revenue backlog from the sale of RealCold
Systems to WittCold Systems will be lower than expected for the remainder of
the year, but the Company should start to pick up a very good income stream in
1997, all subject to the terms and conditions as outlined in the Acquisition
Agreement.  WittCold Systems should continued to make significant progress.
Over fifty proposals have been submitted todate for refrigeration systems and
CO2 plants. Management believes that the Company will continue to improve
operating income as WittCold Systems sales increase and revenue "percentage
amount" is paid the Company.  The Company has steadily improved operations
since inception, and expects that operations will continue to improve through
this initial growth period.

Nauticon, as a relatively new ICSC operating subsidiary continues to see
favorable results from its operations. Sales proposals submitted to date exceed
the Company's sales projections for the remainder of the year.  Some twenty-
five systems have been shipped and installed todate.  Nauticon, after
initiating their sales and marketing program, has been successful promoting
their evaporative condenser system at the Food Marketing Exhibition and the ARI
- ASHRAE Exhibition in Chicago and Atlanta. They have hosted a number of
interested visitors, (both from the United States and foreign countries), who
represent very significant markets for their products. Primary sales targets
are the large refrigeration manufactures that could produce and distribute
product under their own private label. Besides marketing direct through agents
in the U S, other market outlets will be through major distributors world wide.


                 Sequential Page  11 of 14<PAGE>
Company executives representing Nauticon and executives from two major
manufacturers of refrigeration equipment have exchanged facility visits.  The
result being that one major Company is currently testing a Nauticon system at
their testing facility. Management anticipates a successful test and ultimately
a successful venture. Three major refrigeration companies have expressed great
interest in pursuing a joint cooperative manufacturing and marketing venture
with Nauticon.  Management also believes that there are many opportunities for
licensing the Nauticon technology to major manufactures in the US and foreign
countries.

ICSC is continually seeking other related acquisitions and joint venture
partners to enhance and support its growth plans and goals.  Current
negotiations are with three such entities. ICSC is also forming national and
international alliances and distribution centers with agents, distributors and
synergistic companies to build a comprehensive industry wide refrigeration and
food freezing company.

The Company is currently live on the INTERNET, a world wide information
network. The real time system will provide anyone, investor or customer,
Company news releases, financial data and product information. A new on-line
proposal writing system and sales tool, which will produce text, drawings,
color pictures and video, is currently being developed for the INTERNET that
should enhance sales world wide for all Company products. A remote sales rep
will be able to prepare a sales proposal with the customer in a real time
environment producing text, drawings, color pictures and video. Access the ICSC
home page on the INTERNET by addressing  http://www.ucsc.com/icsc.



Financial Summary: Unaudited 


                                 Three Months Ended        Nine Months Ended
                             Sept. 30,   Sept. 30,     Sept. 30,     Sept. 30,
                                  1996        1995          1996          1995
                            ----------  ----------    ----------    ----------
Sales Revenue                  $96,112    $738,703    $1,349,638    $3,300,354
Net Income (Loss)           $4,664,405  ($128,172)    $4,526,940    ($325,430)
Net Income (Loss) Per Share      $0.68     ($0.02)         $0.66       ($0.06)
Shares Outstanding (Avg.)    5,619,269   4,453,234     5,565,750     4,453,234


Total Assets                                          $6,638,226    $2,670,340
Total Liabilities - Current                             $633,027      $472,575
Total Liabilities - Long Term                           $598,111         $0.00
Total Stockholders Equity                             $5,407,088    $2,197,765














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PART 11.  OTHER INFORMATION


Item 1.   Legal Proceedings.

          None

Item 2.   Changes in Securities

          None.

Item 3.   Defaults Upon Senior Securities.

          None.

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

          None.

Item 5.   Other Information.

          None.

Item 6    Exhibits and Reports on Form 8-K.

          Exhibit (27) - Financial Data Schedule































                 Sequential Page  13 of 14<PAGE>

                  INTERNATIONAL CRYOGENIC SYSTEMS CORPORATION

                                   FORM 10-Q

                              September 30, 1996



                                   Signature


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


                         Date:     November 8, 1996



                              INTERNATIONAL CRYOGENIC SYSTEMS CORPORATION


                               /s/Francis L. Simola
                              ------------------------------------
                              Francis L. Simola
                              President and CEO
































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