INCSTAR CORP
10-Q, 1995-08-11
IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES
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___________________________________________________________________________
                                     
                    SECURITIES AND EXCHANGE COMMISSION
                           Washington D.C. 20549
                                     
                                     
                                 FORM 10-Q
                                     
(X)           QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934
                                     
                    FOR THE QUARTER ENDED JUNE 30, 1995
                                     
                                    OR
                                     
(  )         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                   OF THE SECURITIES EXCHANGE ACT OF 1934
                                     
                       Commission File Number 1-9800
                                     
                            INCSTAR CORPORATION
          (Exact name of Registrant as specified in its charter)
                                     
                                     
       Minnesota                                              41-1254731
(State or other jurisdiction of                           (I.R.S. Employer
Incorporation or Organization)                           Identification No.)


1990 Industrial Boulevard
 Stillwater, Minnesota                                          55082
(Address of principal executive offices)                      (Zip Code)


    Registrant's telephone number, including area code:  (612) 439-9710
                                     
                                     N/A
            Former name, former address and former fiscal year,
                       if changed since last report.

      Indicate  by check mark whether the Registrant (1) has filed  reports
required to be filed by Section 13 or 15(d) of the Securities Exchange  Act
of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject  to
such filing requirements for the past 90 days, Yes  X   No    .

The number of shares of the Registrant's Common Stock (par value $.01)
outstanding on August 10, 1995 was 16,363,059.
<PAGE>
___________________________________________________________________________
PART I.   FINANCIAL INFORMATION
ITEM 1.   FINANCIAL STATEMENTS



                            INCSTAR CORPORATION
                   CONSOLIDATED STATEMENTS OF OPERATIONS
                                (Unaudited)
                                    
<TABLE>
<CAPTION>
                                Quarter Ended            Six Months Ended
                             June 30,      July 1,      June 30,     July 1,
                               1995          1994         1995         1994

<S>                     <C>           <C>           <C>          <C>           
Net sales                $ 11,041,000 $  11,188,000 $ 22,158,000 $  21,845,000
Cost of goods sold          5,722,000     5,754,000   11,710,000    11,375,000
Gross profit                5,319,000     5,434,000   10,448,000    10,470,000

Operating expenses:                                                           
Selling, general and        3,155,000     3,154,000    6,115,000     6,254,000
  administrative
Research and development      875,000     1,258,000    1,788,000     2,963,000
Unusual items                      --     3,300,000           --     3,300,000
Total operating expenses    4,030,000     7,712,000    7,903,000    12,517,000
Operating income (loss)     1,289,000    (2,278,000)   2,545,000    (2,047,000)
                                                                              
Interest expense              (53,000)     (104,000)    (141,000)     (203,000)
Other income                   17,000            --       12,000         3,000
                                                                               
INCOME (LOSS) BEFORE        1,253,000    (2,382,000)   2,416,000    (2,247,000)
  INCOME TAXES                                    
Provision for income          426,000        61,000      790,000        92,000 
  taxes                                                                         
NET INCOME (LOSS)         $   827,000 $  (2,443,000) $ 1,626,000 $  (2,339,000)
                                                                              
INCOME (LOSS) PER SHARE:                                                      
Net income (loss) per     $      0.05 $       (0.15) $      0.10 $       (0.14)
  share                            
                                                                              
                                                                              
Weighted average shares    16,447,448    16,322,081   16,413,688    16,370,666
  and equivalents                  
</TABLE>
                                     
 The accompanying notes are an integral part of the consolidated financial
                                statements.

<PAGE>                                     
                            INCSTAR CORPORATION
                        CONSOLIDATED BALANCE SHEETS
                                (Unaudited)
<TABLE>
<CAPTION>
                                                 June 30,       December 31,
                                                   1995             1994
<S>                                          <C>               <C>          
ASSETS                                                                      

CURRENT ASSETS:                                                            
Cash and cash equivalents                    $       6,000     $    153,000
Restricted cash                                    251,000          251,000
Accounts receivable, net of allowance for                                  
  doubtful  accounts of $106,000 and             7,218,000        6,759,000
  $113,000, respectively
Other receivables                                    4,000          119,000
Inventories                                     12,541,000       12,368,000
Other current assets                               529,000          562,000
  TOTAL CURRENT ASSETS                          20,549,000       20,212,000
                                                                           
PROPERTY AND EQUIPMENT:                                                    
Land and land improvements                       1,573,000        1,573,000
Buildings and improvements                      13,169,000       13,103,000
Equipment and furniture                         17,032,000       16,924,000
Construction in progress                             4,000          114,000
                                                31,778,000       31,714,000
   Less allowance for depreciation and         (17,420,000)     (16,482,000)
    amortization  
                                                14,358,000       15,232,000
INTANGIBLE ASSETS                                1,391,000        1,744,000
OTHER ASSETS                                       971,000          966,000
                                             $  37,269,000     $ 38,154,000
LIABILITIES AND SHAREHOLDERS' EQUITY                                       
CURRENT LIABILITIES:                                                       
Current portion of long-term debt            $     164,000     $    278,000
Accounts payable and cash overdraft              2,116,000        2,262,000
Accrued compensation                             1,390,000        1,418,000
Accrued expenses                                 1,972,000        2,286,000
Income taxes payable                               254,000           95,000
  TOTAL CURRENT LIABILITIES                      5,896,000        6,339,000
LONG-TERM DEBT                                   2,015,000        4,143,000
OTHER NON-CURRENT LIABILITIES                    3,591,000        3,783,000
                                                                           
SHAREHOLDERS' EQUITY:                                                      
Undesignated stock, authorized 5,000,000            - - -            - - -
shares
Common stock, par value $.01, authorized                                   
  25,000,000 shares; issued and                                         
  outstanding 16,363,059 and 16,322,521            164,000          163,000
  shares, respectively
Additional paid-in capital                      17,937,000       17,676,000
Foreign currency translation adjustment           (128,000)        (118,000) 
Retained earnings                                7,794,000        6,168,000
  TOTAL SHAREHOLDERS' EQUITY                    25,767,000       23,889,000
                                             $  37,269,000     $ 38,154,000
</TABLE>
                                     
 The accompanying notes are an integral part of the consolidated financial
                                statements.

<PAGE>
                            INCSTAR CORPORATION
                   CONSOLIDATED STATEMENTS OF CASH FLOWS
                                (Unaudited)
<TABLE>
<CAPTION>
                                                     Six Months Ended
                                                 June 30,          July 1,
                                                   1995             1994
<S>                                         <C>               <C>               
OPERATING ACTIVITIES:                                                     
Net income (loss)                           $    1,626,000    $   (2,339,000)
Adjustments to reconcile net income (loss)                                  
 to net cash provided by operating
 activities:
Depreciation and amortization                    1,511,000         1,754,000
Provision (payment) for restructuring charge      (331,000)        2,914,000
Provision for retirement plan                      136,000           264,000
Changes in operating assets and liabilities:                                
Accounts receivable                               (459,000)         (482,000)
Other receivables                                  115,000            26,000
Inventories                                       (173,000)          250,000
Other current assets                                36,000          (204,000)
Accounts payable                                   259,000          (437,000)
Accrued compensation                               (28,000)         (121,000)
Accrued expenses                                  (314,000)           49,000
Income tax payable                                 362,000          (109,000)
Other, net                                         (10,000)           24,000
Net cash provided by operating activities        2,730,000         1,589,000
INVESTING ACTIVITIES:                                                       
Payments for distribution rights                       ---          (411,000)
Additions to property and equipment, net          (271,000)         (472,000)
Increase in intangibles                             (9,000)              ---
Increase in other assets                            (9,000)         (124,000)
Net cash used in investing activities             (289,000)       (1,007,000)
FINANCING ACTIVITIES:                                                       
Net borrowings under lines of credit                   ---           805,000
Net decrease in cash overdraft                    (405,000)         (487,000)
Payments on long-term debt                      (2,242,000)       (1,239,000)
Issuance of common stock to employees               59,000           119,000
Net cash used in financing activities           (2,588,000)         (802,000)
Net decrease in cash and cash equivalents         (147,000)         (220,000) 
Cash and cash equivalents at beginning of          153,000           225,000
 period                                            
Cash and cash equivalents at end of period  $        6,000   $         5,000
</TABLE>
                                                                            
 The accompanying notes are an integral part of the consolidated financial
                                statements.

<PAGE>
                            INCSTAR CORPORATION
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 _ SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

      The  consolidated balance sheet as of June 30, 1995 and  the  related
consolidated statements of income and cash flows for the six month  periods
ended  June  30,  1995 and July 1, 1994 are unaudited.  In the  opinion  of
management,  all  adjustments necessary for a  fair  presentation  of  such
financial  statements have been included.  Such adjustments consisted  only
of  normal  recurring items. Certain amounts for periods prior to  the  six
month period ended June 30, 1995 have been reclassified to conform with the
current  classifications.  The consolidated financial statements and  notes
should  be  read in conjunction with the consolidated financial  statements
and notes included in the Company's 1994 Form 10K.


NOTE 2 _ INVENTORIES

Inventories consist of the following:
<TABLE>
<CAPTION>
                                             June 30,       December 31,
                                               1995             1994
<S>                                       <C>            <C>                   
Raw materials                             $  2,547,000   $   2,242,000
Work in progress                             8,809,000       8,521,000
Finished goods                               1,185,000       1,605,000
                                          $ 12,541,000   $  12,368,000
</TABLE>

NOTE 3 _ INTANGIBLE ASSETS

Intangible assets consist of the following:
<TABLE>
<CAPTION>
                                             June 30,      December 31,
                                               1995            1994
<S>                                      <C>              <C>             
Patents                                  $    717,000     $    717,000
Trademarks                                     17,000           17,000
Goodwill                                      619,000          619,000
Intellectual property and purchased           657,000          648,000
  technology
Product distribution rights                 2,700,000        2,700,000
                                            4,710,000        4,701,000
Less accumulated amortization              (3,319,000)      (2,957,000)
                                         $  1,391,000      $ 1,744,000
</TABLE>
<PAGE>

NOTE 4 _ UNUSUAL ITEMS

      In the fourth quarter of 1994, the Company recorded a $750,000 charge
related  to  the write down of excess inventories and a $2,450,000  unusual
charge  related  to  the  termination of certain  distribution  and  supply
agreements  ($540,000)  as well as severance and  other  costs  related  to
senior  management  changes ($1,910,000).  Amounts remaining  to  be  paid,
pursuant to this charge, exclusive of amounts included in Note 6, Executive
Retirement   Plan,   are   included  in   the   following   balance   sheet
classifications:

<TABLE>
<CAPTION>
                                            June 30,       December 31,
                                              1995             1994
        <S>                            <C>                <C>                  
        Accrued expenses               $     167,000      $    613,000
        Other non-current liabilities        468,000           798,000  
</TABLE>

The non-current portion due at June 30, 1995 is expected to be paid in 1996
($180,000) and 1997 ($288,000).

       In  the  second  quarter  of  1994,  the  Company  discontinued  its
fluorescence   polarization  immunoassay  instrument  development   program
("FPIA")  and  incurred  a  one-time pre-tax  charge  of  $3,300,000.   The
majority of this charge related to the write off of tangible and intangible
assets  ($1,560,000),  costs incurred to terminate contracts  with  outside
vendors and consultants ($797,000), as well as severance and related  costs
for  terminated employees ($943,000).  Amounts remaining to be paid at June
30,  1995  and  December  31, 1994 pursuant to this  charge,  exclusive  of
amounts  included  in Note 6, Executive Retirement Plan, are  $190,000  and
$298,000, respectively, and are included in Accrued expenses.

NOTE 5 _ LONG-TERM DEBT, LEASE AND ROYALTY COMMITMENTS

Long-term debt consists of the following:
<TABLE>
<CAPTION>
                                                     June 30,   December 31,
                                                       1995         1994
<S>                                                <C>            <C>          
Revolving line of credit from bank, interest at                  
  prime plus .25%                                  $       ---    $      ---
Revolving line of credit from affiliate, interest                
  at LIBOR plus 100 basis points                           ---           ---
Long-term note from affiliate due December 1996,                            
  interest at LIBOR plus 125 basis points            2,000,000     4,020,000
Capitalized lease obligations, interest at 5.7% to                           
  8.0%, due through 1996                               168,000       390,000
Other                                                   11,000        11,000
                                                     2,179,000     4,421,000
      Less current portion                            (164,000)     (278,000)
      Total long-term debt                          $2,015,000    $4,143,000
</TABLE>
<PAGE>


      The  Company  is  obligated to make royalty  payments  under  several
distribution  and  licensing agreements.  The majority of these  agreements
call  for  payments based on a percentage of sales and contain  no  minimum
royalty  clause.  Royalty expense under these agreements was  $368,000  and
$291,000  for  the  quarters  ended  June  30,  1995  and  July  1,   1994,
respectively,  and  $677,000 and $627,000 for the six month  periods  ended
June 30, 1995 and July 1, 1994, respectively.

NOTE 6 _ EXECUTIVE RETIREMENT PLAN

       The  Company  has  individual  retirement  agreements  with  certain
executive officers which are intended to provide continued compensation  to
such  officers or their respective beneficiaries upon retirement  from  the
Company.   The  benefits and terms under these arrangements vary  depending
upon  the  officer's position within the Company.  In connection with  this
plan,  included  in  Other non-current liabilities at  June  30,  1995  and
December  31, 1994 is $3,031,000 and $2,895,000, respectively, representing
the  present  value of the future liability.  The Company intends  to  fund
this  obligation  through the purchase of life insurance contracts  on  the
individual  executives.  Included in Other assets  at  June  30,  1995  and
December 31, 1994 is $911,000 and $905,000, respectively, representing  the
cash surrender value of  these policies.

NOTE 7 _ INCOME TAXES

      Upon  the exercise of certain officer stock options during  the  year
ended  December  31,  1990,  the Company was  entitled  to  a  compensation
deduction  allowable for income tax purposes.  No compensation expense  was
required for financial reporting purposes because the option price  on  the
original grant date equaled the then fair market value of the shares.  Upon
realization of the benefit relating to the compensation deduction  for  tax
purposes,  the  benefit is credited to additional  paid  in  capital.   The
Company recognized a credit of $110,000 and $203,000 to Additional paid  in
capital  relating to these stock options for the quarter and the six  month
period ended June 30, 1995, respectively.
<PAGE>

NOTE 8 _ RELATED PARTY TRANSACTIONS

     As part of the ongoing operations of the Company, various transactions
were entered into with its affiliates, Sorin Biomedica S.p.A. ("Sorin") and
its  subsidiaries  and  Fiat  Finance U.S.A., Inc.   The  following  tables
summarize these transactions and related balances.
<TABLE>
<CAPTION>
                                Sorin               Fiat Finance U.S.A., Inc.
                           Six Months Ended             Six Months Ended
                      June 30, 1995  July 1,1994   June 30, 1995  July 1,1994
<S>                   <C>            <C>           <C>            <C>
Product sales         $   3,822,000  $ 3,524,000   $      - - -   $     - - - 
Product purchases           424,000      662,000          - - -         - - -
Royalty expense              83,000       96,000          - - -         - - -
Interest expense              - - -        - - -        128,000       174,000
</TABLE>
                                                                             
<TABLE>
<CAPTION>
                         June 30,    December 31,       June 30,   December 31,
                           1995          1994             1995        1994
<S>                  <C>             <C>           <C>           <C>           
Assets                                                                       
Trade accounts        $   1,695,000  $ 1,743,000   $      - - -  $      - - - 
  receivable                     
Other receivables             6,000        5,000          - - -         - - -
                                                                             
Liabilities                                                                  
Accounts payable      $     325,000  $   389,000   $      - - -  $      - - - 
Accrued royalty              35,000       47,000          - - -         - - -
Accrued interest              - - -        - - -         90,000         3,500
Long-term debt                - - -        - - -      2,000,000     4,020,000
</TABLE>

NOTE 9 _ SUPPLEMENTARY CASH FLOW INFORMATION
<TABLE>
<CAPTION>
                                                    Six Months Ended
                                                 June 30, 1995   July 1, 1994
Supplemental disclosures of cash flow                             
information:
<S>                                               <C>           <C>
Cash paid during the period for:                            
Interest                                          $   54,000    $     56,000
Income taxes, net                                    428,000         201,000
                                                            
Schedule of non-cash investing and financing                
activities:
Deferred payable for product distribution               ---          250,000
rights
</TABLE>
<PAGE>

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


Quarter ended June 30, 1995 vs. quarter ended July 1, 1994

      Sales for the quarter ended June 30, 1995 decreased 1% to $11,041,000
from  $11,188,000 for the same period a year earlier.    Sales continue  to
be  negatively  impacted in the Company's endocrinology and thyroid  market
segments,  resulting  from  a  shift in this market  from  radioimmunoassay
testing,  which predominates the Company's product offerings,  toward  non-
isotopic  automated testing such as enzyme immunoassays.  This decline  has
been  offset  by  increases  in the Company's autoimmunity  and  infectious
disease  market segments.  In the autoimmunity market segment, the  Company
completed the technological transfer of the TheraTestTM production line  to
its  Stillwater  facility during the second quarter  of  this  year,  which
favorably impacted sales in the second quarter.  The Company acquired  this
Food   and   Drug  Administration  ("FDA")-cleared  ELISA-based  panel   of
autoimmune diagnostic assays in May, 1994 from TheraTest Laboratories, Inc.
of  Chicago.   In the infectious disease market segment, the  international
launch  of the second generation tests for the Epstein Barr Virus  ("EBV"),
which  took  place in late 1994, continues to favorably impact  sales.   In
June  of this year, the Company received market clearance from the FDA  for
these  EBV  tests.  Sales of these assays will commence in the U.S.  during
the  third quarter of 1995 and are expected to contribute positively to the
Company's  infectious disease product results in the second  half  of  this
year.   Domestic sales of $5,660,000 were relatively flat as compared  with
the  quarter  ended July 1, 1994 and international sales  decreased  3%  to
$5,381,000.

      Gross  margins  for the second quarter of 1995 were  48.1%  of  sales
compared  to  48.5% of sales for the same period in the prior year.   Gross
margins  improved  from  46.1%, however, from the first  quarter  of  1995.
Lower  margins  in  the  first quarter of 1995  were  attributed  to  lower
production volumes in the latter part of 1994, contributing to higher  unit
costs.

     Selling, general and administrative ("SG&A") expenses remained flat at
$3,155,000, or 28.5% of sales, compared with $3,154,000, or 28.1% of sales,
in the second quarter of 1994.

     Research and development expenditures decreased 30% to $875,000 in the
second  quarter of 1995 from $1,258,000 for the same period  in  the  prior
year  and decreased as a percentage of sales to 8% compared to 11%  in  the
prior year.  This decrease is mainly attributable to the discontinuation of
the  FPIA  technology in 1994 as discussed in Note 4  above.   The  Company
intends  to  maintain  research  and  development  expenditures  at  levels
consistent with historical spending, exclusive of FPIA.

      Interest  expense decreased to $53,000 compared to $104,000  for  the
same  period  in  the prior year.  This decrease is attributable  to  lower
average debt levels.

      Income  tax  expense for the quarter was $426,000, or 34%  of  income
before  taxes  compared with income tax expense of $61,000  in  the  second
quarter  of 1994.  The prior year tax relates primarily to large book  over
tax deductions for various book reserves and depreciation.

Six months ended June 30, 1995 vs. six months ended July 1, 1994

      Sales  for  the  six  months ended June  30,  1995  increased  1%  to
$22,158,000  from  $21,845,000 for the same period a  year  earlier.   This
increase   can   be  attributed  mainly  to  increases  in  the   Company's
<PAGE>
autoimmunity, infectious disease and bone & mineral market segments,  which
were  essentially  offset  by declines in the Company's  endocrinology  and
thyroid  product  offerings, discussed above.  In the  autoimmunity  market
segment the TheraTestTM product line, discussed above, contributed to  this
increase  in  sales.  In addition, international sales have been  favorably
impacted  by the Company's TRAb product, which is a test used in  detecting
Graves'  disease.  The Company's infectious disease product line  is  being
favorably  impacted by sales of  second generation tests for  Epstein  Barr
Virus  in  the  international  market.  Domestic  sales  increased  1%   to
$11,227,000, and international sales increased 2% to $10,931,000.

      Gross margins decreased to 47.1% for the six month period ending June
30,  1995  compared to 47.9% for the same period in the prior  year.   This
decline is primarily due to lower production volumes during the latter part
of  1994, contributing to higher unit costs.  The Company anticipates gross
margins  to improve during the remainder of 1995 due to changes in  product
mix  and  operating  efficiencies resulting  from  internal  organizational
changes.

     SG&A expenses decreased to $6,115,000, or 27.5% of sales, in the sixth
months ended June 30, 1995 from $6,254,000, or 28.6% of sales, for the same
period  in  the  prior year.  This decline is attributable to  cost  saving
measures  taken by the Company.  The Company anticipates SG&A  expenses  to
increase slightly during the remainder of 1995 due to advertising and other
costs related to new product introductions.

      Research  and development expenditures decreased 39.6% to $1,788,000,
or 8.2% of sales, in the six months ended June 30, 1995 from $2,963,000, or
13.5%  of  sales, for the same period in the prior year.  This decrease  is
mainly due to the cancellation of the FPIA program in 1994 as discussed  in
Note  4  above.   The Company intends to maintain research and  development
expenditures  at levels consistent with historical spending,  exclusive  of
FPIA.  In  the first quarter of 1995, the Company entered into an agreement
with  Fujisawa  Pharmaceutical Co. Ltd. of Osaka,  Japan  to  complete  the
development  of  a  Phase  II  FK506  ELISA-based  diagnostic  kit.    Upon
completing  development, the Company will manufacture, sell and  distribute
the FK506 diagnostic kit on a worldwide basis.

      Interest expense decreased to $141,000 compared to $203,000  for  the
same  period  in  the prior year.  This decrease is attributable  to  lower
average debt levels.

      Income  (loss) before income taxes was $2,416,000 for the  six  month
period  ending  June 30, 1995 compared to $(2,247,000) for  the  six  month
period ending July 1, 1994.  The first six months of 1994 were impacted  by
a  restructuring charge of $3.3 million for the discontinuance of the  FPIA
project, discussed in Note 4 above.  Without consideration of this  charge,
income before taxes increased 129% over the prior year.

      Income  tax  expense  for the six months ending  June  30,  1995  was
$790,000, or 33% of income before taxes compared with income tax expense of
$92,000  for the same period in the prior year.  The prior year tax related
primarily  to temporary differences which were added back to the book  loss
and  resulted in taxable income.  These temporary differences resulted from
large  book  reserves  which were not deductible and certain  fixed  assets
depreciated  over a longer life for tax purposes.  The Company  anticipates
this effective rate to increase slightly for the remainder of 1995.

Liquidity and Capital Resources

     The Company's operating cash flow increased in the first six months of
1995  to $2,730,000 from $1,589,000 for the same period in the prior  year.
Free  cash  flow (operating cash flow less investment activities) increased
to  $2,441,000  in  the first six months from $582,000  in  the  comparable
period  of  the  prior year.  This increase is primarily due  to  increased
operating  income in the first six months of 1995 and the  cancellation  of
<PAGE>
the  FPIA  program as discussed above.  The Company utilized this  cash  to
reduce  its outstanding debt by $2.2 million in the six month period ending
June  30,  1995.   Net working capital increased in this year's  first  six
months  to  $14,653,000 at June 30, 1995 from $13,873,000 at  December  31,
1994.

     At June 30, 1995, the Company's primary sources of liquidity were a $1
million  revolving bank credit line secured by Company assets  and  a  $4.5
million  unsecured credit line with Fiat Finance U.S.A., Inc.  At June  30,
1995,  the Company had no outstanding borrowings under these credit  lines.
The Company believes that its operating cash flow and existing credit lines
will   provide   ample  sources  of  liquidity  for  all  planned   capital
expenditures and research and development activities.  Capital spending for
the remainder of 1995 is anticipated to be approximately $700,000.
<PAGE>

PART II.  OTHER INFORMATION
ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     The Company held its Annual Meeting of Shareholders on May 9, 1995 and
solicited proxies for the purpose of electing ten directors for the ensuing
year.

     The votes with respect to the election of directors were:
<TABLE>
<CAPTION>
                             For               Withheld
     <S>                  <C>                   <C>
     Pierre M. Galletti   13,159,865            101,090
     John J. Booth        13,168,431             92,524
     Ennio Denti          13,167,120             93,835
     George H. Dixon      13,168,195             92,760
     Franco Fornasari     13,159,631            101,324
     Ezio Garibaldi       13,159,356            101,599
     D. Ross Hamilton     13,168,431             92,524
     Umberto Rosa         13,159,774            101,181
     Michael W. Steffes   13,168,431             92,524
     Carlo Vanoli         13,158,186            102,769
</TABLE>


ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K


(a)  Exhibits

     Exhibit 11 - Computation of Net Income (Loss) per Common Share

(b)  Reports  on Form 8-K - There were no reports on Form 8-K filed  during
     the quarter ended June 30,  1995.

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


                                           INCSTAR CORPORATION
                                             (Registrant)
                                     


Date:         8/10/95
                                    /s/John J. Booth
                                    President (Principal Executive Officer)


Date:         8/10/95
                                    /s/Thomas P. Maun
                                    Vice President and Chief Financial Officer
                                    (Principal Financial and Accounting Officer)


                                EXHIBIT 11
                                     
             COMPUTATION OF NET INCOME (LOSS) PER COMMON SHARE
                   INCSTAR CORPORATION AND SUBSIDIARIES
                                     
<TABLE>
<CAPTION>
                                Quarter Ended            Six Months Ended
                            June 30,     July 1,      June 30,      July 1,
                              1995         1994         1995         1994
<S>                      <C>           <C>          <C>         <C>
PRIMARY EARNINGS PER                                                         
COMMON SHARE:
Average shares            16,363,059   16,322,081   16,362,772   16,322,081
  outstanding                       
Dilutive stock options and                                                    
  warrants - based on the                               
  treasury stock method       84,388         ---        50,916       48,585
                                                  
                          16,447,448   16,322,081   16,413,688   16,370,666
                                                                              
Net income (loss)       $    827,000 $ (2,443,000) $ 1,626,000 $ (2,339,000)
                                                                              
Net income (loss) per   $       0.05 $      (0.15) $      0.10 $      (0.14)
  share
</TABLE>

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE 
CONSOLIDATED BALANCE SHEET FOR THE PERIOD ENDED JUNE 30, 1995 AND THE 
RELATED STATEMENTS OF INCOME, CASH FLOWS AND RETAINED EARNINGS FOR THE PERIOD
ENDED JUNE 30, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH 
FINANCIAL STATEMENTS.
</LEGEND>
       
<S>                           <C>
<PERIOD-TYPE>                 6-MOS
<FISCAL-YEAR-END>                    DEC-31-1995
<PERIOD-END>                         JUN-30-1995
<CASH>                                   257,000
<SECURITIES>                                   0
<RECEIVABLES>                          7,324,000
<ALLOWANCES>                             106,000
<INVENTORY>                           12,541,000
<CURRENT-ASSETS>                      20,549,000
<PP&E>                                31,778,000
<DEPRECIATION>                        17,420,000
<TOTAL-ASSETS>                        37,269,000
<CURRENT-LIABILITIES>                  5,896,000
<BONDS>                                        0
<COMMON>                                 164,000
                          0
                                    0
<OTHER-SE>                            25,603,000                       
<TOTAL-LIABILITY-AND-EQUITY>          37,269,000
<SALES>                               22,158,000 
<TOTAL-REVENUES>                      22,158,000
<CGS>                                 11,710,000
<TOTAL-COSTS>                         11,710,000
<OTHER-EXPENSES>                               0
<LOSS-PROVISION>                           5,000               
<INTEREST-EXPENSE>                       141,000
<INCOME-PRETAX>                        2,416,000  
<INCOME-TAX>                             790,000
<INCOME-CONTINUING>                    1,626,000
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0  
<CHANGES>                                      0
<NET-INCOME>                           1,626,000
<EPS-PRIMARY>                               0.10
<EPS-DILUTED>                               0.10
        

</TABLE>


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