ENVIRONMENT ONE CORP
10QSB/A, 1996-08-14
REFRIGERATION & SERVICE INDUSTRY MACHINERY
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                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                                  FORM 10-QSB/A

(Mark One)

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

                  For the quarterly period ended June 30, 1996
OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
    SECURITIES AND EXCHANGE ACT OF 1934



                          Commission File Number 1-7037


                           ENVIRONMENT ONE CORPORATION
                 (Name of small business issuer in its charter)


           New York                                             14-1505298  
- - --------------------------------------------------------------------------------
(State or other  jurisdiction  of                           (IRS Employer
incorporation of organization)                             Identification No.)


     2773 Balltown Road, Schenectady, NY                   12309-1090
- - --------------------------------------------------------------------------------
    (Address of principal executive offices)               (Zip Code)


                    Issuer's telephone number (518) 346-6161



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.

                             Yes  [ X ]    No  [   ]


                      APPLICABLE ONLY TO CORPORATE ISSUERS

The  number  of  shares of Common  Stock,  par value  $.10 as of June 30,  1996:
4,125,719.


Transitional Small Business Disclosure Format (check one):

                             Yes  [   ]    No  [ X ]
<PAGE>
                           Environment One Corporation
                                  FORM 10-QSB/A



                                      INDEX



                                 

                                                                        Page No.
                                                                        --------

Part II. Other Information                                                 3

Signatures                                                                 4









































                                     - 2 -
<PAGE>
                           Environment One Corporation
                                  FORM 10-QSB/A


                           Part II - Other Information


On May 23, 1996 the annual meeting of shareholders  was held in Albany,  NY. The
following is the result of the  shareholders  voting relative to the election of
seven (7) directors,  approval of the 1996 Long Term Incentive Plan, approval of
the 1996 Incentive Plan for Non-employee Directors and approval of amendments to
the  Certificate of  Incorporation  providing for a staggered Board of Directors
and related matters:

    Election of  Directors - 3,374,405  votes were  received and at least 99% of
the vote cast voted for the election of all directors.

    Approval  of the 1996  Long  Term  Incentive  Plan -  2,628,058  votes  were
received  and at least 91% of the vote cast voted for  approval of the 1996 Long
Term Incentive Plan.

    Approval of the 1996 Incentive Plan for  Non-Employee  Directors - 2,628,178
votes were  received and at least 91% of the vote cast voted for approval of the
1996 Incentive Plan for Non-Employee Directors.

    Approval of amendments to the Certificate of  Incorporation  providing for a
staggered Board of Directors - 2,673,355 votes were received and at least 93% of
the  vote  cast  voted  for  approval  of  amendments  to  the   Certificate  of
Incorporation providing for a staggered Board of Directors.


Immediately following the shareholders meeting the Board of Directors held their
meeting and the following Officers were elected to serve a one year term:

Chairman of the Board                           Stephen V. Ardia

President and Chief Executive Officer           Angelo Dounoucos

Vice President                                  David Doin

Secretary                                       Edward J. Grogan

Assistant Corporate Secretary                   Susan H. Gisotti

Treasurer                                       Philip W. Welsh













                                     - 3 -
<PAGE>
                           Environment One Corporation
                                  FORM 10-QSB/A


                                   SIGNATURES

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

                                                     ENVIRONMENT ONE CORPORATION


Date: August 14, 1996                         By: /s/Stephen V. Ardia
                                                 -------------------------------
                                                 Stephen V. Ardia
                                                 Chairman of the Board,
                                                 Director


Date: August 14, 1996                         By: /s/Angelo Dounoucos
                                                 -------------------------------
                                                 Angelo Dounoucos
                                                 Chief Executive Officer,
                                                 President and Director


Date: August 14, 1996                         By: /s/Philip W. Welsh
                                                 -------------------------------
                                                 Philip W. Welsh
                                                 Director of Finance,
                                                 Treasurer


























                                     - 4 -


<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               JUN-30-1996
<CASH>                                          54,021
<SECURITIES>                                         0
<RECEIVABLES>                                4,376,100
<ALLOWANCES>                                    29,358
<INVENTORY>                                  1,939,567
<CURRENT-ASSETS>                             6,644,773
<PP&E>                                       7,563,099
<DEPRECIATION>                               4,049,068
<TOTAL-ASSETS>                              10,431,785
<CURRENT-LIABILITIES>                        3,830,320
<BONDS>                                      1,669,544
                                0
                                          0
<COMMON>                                       414,621
<OTHER-SE>                                   4,460,810
<TOTAL-LIABILITY-AND-EQUITY>                10,431,785
<SALES>                                      9,273,381
<TOTAL-REVENUES>                             9,273,381
<CGS>                                        6,569,901
<TOTAL-COSTS>                                6,569,901
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                             129,828
<INCOME-PRETAX>                                900,838
<INCOME-TAX>                                   340,800
<INCOME-CONTINUING>                            560,038
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   560,038
<EPS-PRIMARY>                                      .14
<EPS-DILUTED>                                      .14
        

</TABLE>


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