Registrant's telephone number, including area code: (716) 382-3223

Securities registered under Sec. 12(g) of the Act:

The Registrant has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and has been subject to such filing requirements for the past 90 days.                       Yes [ X ]          No [     ]

As of September 30, 1999, there were outstanding 6,194,851 shares of the Company's Common Stock, $.01 Par Value. Options for 923,870 shares of the Company's Common Stock are outstanding but have not yet been exercised. Shares to cover the options will not be issued until they are exercised.

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CPAC, INC. AND SUBSIDIARIES

INDEX

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Note: The balance sheet at March 31, 1999 has been taken from the audited financial statements of that date.

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

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

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

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

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CPAC, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
UNAUDITED

The consolidated balance sheets, the consolidated statements of operations and comprehensive income, and the consolidated statements of cash flows for the six-month period ended September 30, 1999 and September 30, 1998 have been prepared by the Company without audit. In the opinion of management, all adjustments necessary to present fairly the financial position, results of operations, and changes in cash flows at September 30, 1999 (which include only normal recurring adjustments), have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. It is suggested that these consolidated financial statements be read in conjunction with the financial statements and notes thereto included in the Company's March 31, 1999, annual report to shareholders. The results of operations for the six months ended September 30, 1999, are not necessarily indicative of the operating results for the full year.

Inventory is summarized as follows:

Basic earnings per share are based upon the weighted-average number of common shares outstanding during the period. Diluted net income per share is computed using the weighted-average common shares outstanding during the period plus the dilutive effect of shares issuable through stock options and warrants. The shares used in calculating basic and diluted earnings per share are reconciled as follows:

Unexercised stock options to purchase 723,343 and 701,441 shares of the Company's common stock as of September 30, 1999 and 1998, respectively, were not included in the computations of diluted EPS because the options' exercise prices were greater then the average market price of the Company's common stock during the respective periods. These options, issued at various dates from 1994 to 1999, are still outstanding at the end of the period.

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Other comprehensive income (loss) includes foreign currency translation adjustments.

For purposes of financial reporting, the Company operates in two industry segments: the Fuller Brands segment and the Imaging segment. Information concerning the Company's business segments for the quarters and six months ended September 30, 1999 and 1998 are as follows:

Sales between segments are not material.

Cash Dividends

The Company's Board of Directors declared and paid two $.065 quarterly common share dividends, totaling $814,360, through September 30, 1999.

Stock Repurchase

For the six months ended September 30, 1999 and 1998, respectively, the Company repurchased 188,281 and 128,725 shares of its common stock at an average cost of $7.53 and $9.47 per share, for a total cost of approximately $1,417,000 and $1,219,000 as part of previously announced Board of Directors' authorized stock buyback programs.

No material litigation is pending to which the Company and/or its subsidiaries are a party, or which property of the Company and/or its subsidiaries is the subject.

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

The Company continued to exhibit strong operating cash flows during the first six months of Fiscal 2000. The $6,322,000 of cash generated from operations was largely fueled by a reduction of accounts receivable and inventory of approximately $1,442,000 and $1,052,000 respectively. This allowed the Company to spend approximately $1,417,000 repurchasing its common stock, purchase and construct fixed asset additions of approximately $2,047,000, pay common stock dividends of approximately $814,000, and end September 30, 1999 with $3,658,000 of cash. With the Asian manufacturing facility and the Fuller Brands North American Distribution Center virtually complete, cumulative capital expenditures for the next six months should be approximately $1,000,000 to $1,500,000.

The Company maintains a line of credit with Bank of America (formerly NationsBank) with a borrowing capacity of $20,000,000. At September 30, 1999, the Company had reduced its line balance to zero. The interest rate is the lower of prime or the 30 day LIBOR rate plus .75%. The line of credit facility matures on October 31, 2000 and requires meeting certain financial covenants, which the Company was in compliance with at September 30, 1999, or appropriate waivers were obtained.

In August 1999, the Company entered into a seven year, $1,500,000 mortgage commitment with an international bank to help fund the construction of CPAC Asia's facility. The obligation calls for quarterly principle and interest payments, with interest at LIBOR plus 1.75%.

CPAC Asia also has a line of credit with an international bank, which during the quarter was increased to 20,000,000 baht (approximately $541,000 based on the second quarter conversion rate in Thailand), with interest at prime plus 1% (Thailand prime was 9.25%) and collateralized by a standby letter of credit (LOC) guaranteed by CPAC, Inc. At the end of its second quarter, CPAC Asia LTD. had approximately 12,721,000 baht (approximately $345,000 based on the second quarter conversion rate in Thailand) outstanding against the line.

The working capital ratios at September 30, 1999, March 31, 1999, and September 30,1998 were 3.68 to 1; 3.65 to 1; and 3.52 to 1. Net working capital increased over the year-ended March 31, 1999 and the previous year's comparable quarter largely due to the proceeds from the mortgage commitment obtained that at September 30, 1999 remain invested in short-term overnight securities.

Management believes that its existing available lines of credit and cash flows from operations should be adequate to meet normal working capital needs, based on operations as of September 30, 1999. It is expected that additional financing may be necessary to allow the Company to pursue future acquisitions.

Although the receivable days outstanding are consistent with last year's comparable period, and only slightly higher than March 31, 1999, it has declined from the 57.3 days at June 30, 1999. This slight decrease during the second quarter was due to an improvement in the Imaging segment's foreign entities days sales outstanding, as well as a stabilization of the Fuller Brands' days sales outstanding.

Annual inventory turns improved from 2.9 times at June 30, 1999 to 3.1 times at September 30, 1999, consistent with March 31, 1999 and September 30, 1998. The improvement over the past quarter reflects the reduction of inventory levels at Fuller Brands as part of their overall manufacturing efficiency programs. The Company has targeted further inventory reductions over the next six months and believes it can accomplish this without negatively impacting the Fuller Brands or Imaging manufacturing operations or sacrificing customer service.

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For purposes of financial reporting, the Company operates in two industry segments: the Fuller Brands segment, which includes the manufacture and sale of specialty chemical cleaning products and related accessories (brushes, brooms, mops) for commercial, janitorial, and consumer use, as well as personal care products such as soaps, shampoos, and skin care items, and the Imaging segment which includes the manufacture and sale of prepackaged chemical formulations, supplies, and equipment systems to the imaging industry. The products of each segment are manufactured and marketed both in the U.S. and in other parts of the world. Sales between segments are not material.

Sales for the quarter ended September 30,1999 decreased 3.4% over the quarter ended September 30, 1998, and decreased 2.7% for the six months ended September 30, 1999 over the six months ended September 30, 1998. Sales for the quarter in the Fuller Brands segment decreased 7.4% compared with the quarter ended September 30, 1998, and decreased 6.6% for the six months ended September 30, 1999 over the comparable period last year. The decrease for the quarter was largely due to a reduction in Fuller's consumer business with a major sweepstakes catalog organization and lower direct sales from the Stanley Home Products division. The decrease for the six month period also reflected a shortfall in Cleaning Technologies Group sales from the first quarter. For the Imaging segment, overall sales in the second quarter and six months ended September 30, 1999 increased 3.1% and 3.9% respectively, over the comparable periods last year largely due to increased medical imaging sales.

Gross margins were 42.5% for this quarter versus 43.0% for the year ended March 31, 1999 and 43.7% for the same quarter last year. Gross margins in the Fuller Brands segment were 45.9 %, 46.8% and 46.8% for the quarter ended September 30, 1999, the year ended March 31, 1999, and the quarter ended September 30, 1998, respectively. Lower Fuller consumer and Stanley Home Products sales contributed to the lower gross margin for the quarter. Gross margins in the Imaging segment were 37.7% for the quarter ended September 30, 1999, as compared to 37.4% for the year ended March 31, 1999, and 38.8% for the same quarter last year. Although Imaging sales increased during the quarter as compared to last year, continued pressures in the color imaging markets, especially in the foreign markets, continue to impact gross margins. Margins are expected to range from 37.5% to 38.0% during the next six months. Overall, manufacturing efficiencies expected in the Fuller Brands segment during the next quarter should improve blended margins (absent significant product mix shift) in that segment and for the Company as a whole.

Selling, administrative, and engineering costs this quarter were 33.5%, versus 33.4% for the year ended March 31, 1999, versus 33.0% for the same quarter last year. In the Fuller Brands segment, selling, administrative, and engineering costs for this quarter decreased to 36.3% from 36.7% for the year ended March 31, 1999, and 37.1% for the same quarter last year. The decrease is a result of cost containment efforts in the Stanley Home Products operations, as well as the beginning of the expense reduction efforts with the CTG operation. In the Imaging segment, selling, administrative, and engineering costs for the quarter were 27.8% versus 29.0% for the year ended March 31, 1999, and 27.7% for the same quarter last year. Although the current quarter is consistent with the previous year's quarter, and down from March 31, 1999, it's up slightly from the 27.4% in the first quarter due to the impact of CPAC Asia's increased start-up costs during the quarter. Increased Corporate expenses involving various business consultants impacted the consolidated selling, administrative, and engineering costs percentage as compared to the previous periods.

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Net interest expense for the quarter and six months ended September 30, 1999 is down slightly from the comparable periods last year, due to strong cash flows allowing the Company to avoid accessing its line throughout much of the current quarter.

The provision for income taxes as a percentage of pretax income for the quarter ended September 30, 1999 was 41.1% versus 41.2% for the year ended March 31, 1999, and versus 41.4% for the quarter ended September 30, 1998. The slight decrease from the previous quarter is due to lower foreign earnings (blended foreign tax rates are higher than US rates).

Net income for the quarter and six months ended September 30, 1999, decreased 19.0% and 14.9%, respectively, over the comparable quarter and six months ended September 30, 1998, largely due to the start-up expenses attributable to CPAC Asia, lower Imaging earnings from its European operations, and lower Fuller Brand earnings.

During the second quarter, CPAC Asia LTD. continued its start-up activities and began hiring and training manufacturing and administrative personnel in anticipation of full scale operations in the fourth quarter. In addition, construction of the facility continued and was finished during the third quarter. Start-up expenses charged to operations were approximately $0.02 per common share through six months. Sales and resulting profits are expected to be recognized during the operation's fourth quarter.

Combined sales from CPAC Europe, CPAC Africa, and CPAC Italia for the quarter and six months ended September 30, 1999 were up 1.0% and 4.4% over the comparable periods last year. However, pretax profits for the quarter and six months ended September 30, 1999 were down 54.7% and 52.3% from the comparable periods last year, due to the reduction of business in Russia, which was replaced with lower margin business elsewhere in Europe. In addition, increased competition in the color photographic industry in many Western European countries, as well as the residual impact on tourism and picture taking activities from the Kosovian conflict, all impacted the various operation's profitability. CPAC Africa, an 80% owned subsidiary of CPAC Europe (acquired in the second quarter of fiscal 1999), continued its modest profits through fiscal 2000's second quarter.

The Company has exposure to currency fluctuations and from time to time has utilized hedging programs (primarily forward foreign currency exchange contracts), to help minimize the impact of these fluctuations on results of operations. At September 30, 1999 no forward foreign currency exchange contracts were outstanding. The Company does not hold or issue derivatives for trading purposes and is not a party to leveraged derivatives transactions. On a consolidated basis, foreign currency exchange losses are included in income or expense as incurred and are not material to the results of operations.

The Year 2000 issue is the result of computer software programs that were written using two digits rather than four to define the applicable year. Any computer programs or hardware that have date-sensitive software or embedded chips may recognize a date using "00" as the year 1900 rather then the year 2000. This could result in a system failure or miscalculations causing disruptions of operations, including, among other things, a temporary inability to process transactions, generate invoices, or engage in similar normal business activities. The Company is continuing work on its program to ensure that all of its significant date-sensitive computer software and hardware systems and other equipment utilized in its various manufacturing, distribution and administration activities will be Year 2000 compliant and operational on a timely basis. The program addresses three distinct areas: Year 2000 readiness with internal hardware and software; internal embedded systems; and the readiness of external business partners, suppliers, vendors, banks, human resources and other service providers. The progress of the program is monitored and reported to management and the Board of Directors.

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Internal Hardware and Software

The Company's primary operating systems and related software have been reviewed and in most cases, have now been upgraded and certification of compliance from the respective manufacturers or software companies has been reviewed.

The Company is virtually complete in the process of updating computer hardware for all locations. Due to acquisition related growth over the last several years, the Company has been routinely upgrading its computer hardware, most of which is already Year 2000 compliant, and there are minor personal computers remaining to have hardware upgrades or be replaced in the ordinary course of operations prior to December 31, 1999. The Imaging segment is comprised of smaller stand alone operations run as decentralized units, that have not utilized large mainframe environments but rather pre-packaged software under annual license arrangements that include all upgrades. At the domestic locations, this software has already been converted to a compliant status by the manufacturers. At the foreign operations, the upgrade of software has now been completed and is in the process of final testing. The focus over the last four years for the remainder of our Imaging segment software systems has been a process of routine upgrade toward networks, primarily in a Windows environment. In the Fuller Brands segment, systems were larger in size and developed over time with customized software applications, which have been upgraded as the business continues to grow. The Company relies on a number of third party entities for core business and information packages and these third parties are working to correct all of the core programs, while the Company works to update the customized portions.

Internal Embedded Systems

The Company also has a plan to address and track Year 2000 compliance with its infrastructure such as heating and cooling facilities, telephones and switchboards, security and fire systems, etc., which is approximately 95% complete. At the current time, only some minor telephone system patches remain to be completed by the vendor. Based on the project status to date, the Company does not expect to incur material additional costs to ensure that its internal embedded systems are Year 2000 compliant.

Estimated Cost

The Company estimates that the total cost of ensuring Year 2000 compliance for internal hardware and software and embedded systems, including redeployed internal resources, will be approximately $500,000. Of this amount, approximately $400,000 was expended over the three years ended March 31, 1999 with approximately 60% capitalized. The Company estimates that no more than $100,000 will be expended during the current fiscal year with approximately 25% capitalized. Such amounts have been and are expected to be funded through operating cash flows.

External Sources

The Company continues to perform system testing and a due-diligence process to determine the ability of our significant service providers, customers, and vendors to be Year 2000 compliant. Included in this process is an initial inventory of these external sources, and a letter/confirmation campaign to understand the status of their own Y2K readiness, in order to assess any potential impact to our own systems and business operations. To date, the Company has not become aware of any specific problems from these sources that would materially impact the Company's operations. However, the Company has no means of ensuring that these suppliers and customers (and in turn their suppliers and customers) will be Year 2000 ready. The inability of these parties to complete the Year 2000 resolution process in a timely fashion, could have a material adverse effect on the Company. In addition, Year 2000 disruption in the general economic or governmental framework in the markets in which the Company operates, could have a material adverse effect on the Company. Therefore, the Company's program includes the development of contingency plans for continuing operations in the event such problems arise. This stage of the Year 2000 program should be completed during the summer of 1999 and will include, but

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not be limited to, development of backup procedures, identification of alternate product or service providers, and possible increases in safety levels of inventory. However, there can be no assurance that such contingency plans will be sufficient to handle all problems that may arise.

The Company's plan to complete its Year 2000 modifications is based on management's best estimates, which were derived utilizing numerous assumptions of future events, availability of certain resources, and other factors. Management does not believe that the cost of achieving Year 2000 compliance will significantly impact the results of the Company's operations or its financial position. However, there can be no guarantee that these estimates will be achieved and actual results could differ materially from these plans. Specific factors that might cause material differences include, but are not limited to, the availability and cost of personnel trained in this area, the ability to locate and correct all relevant computer code, the ability of significant suppliers, customers, and service providers to properly resolve their own Year 2000 issues, and other similar uncertainties. If factors occur that change these estimates or assumptions, the Year 2000 issue could have a material adverse effect on the Company's results of operations, cash flows and financial condition.

On January 1, 1999, the Euro became the common currency of eleven of the fifteen member states of the European Union. After the introduction of the Euro, the national currencies will remain legal tender in the participating countries until mid-calendar-year 2002. During the dual currency phase, businesses must be capable of conducting commercial transactions in either the Euro or the national currency. After the dual currency phase, all businesses in participating countries must conduct all transactions in the Euro and must convert their financial records and reports to be Euro-based. The Company expects that all its facilities will be capable of complying with the Euro conversion timetable and with customer requirements for quoting and billing in Euro dollars. The Company's information technology systems are currently meeting the dual currency phase requirements, and it is anticipated that the final phase of the Euro conversion will not have a negative effect on the Company.

This Form 10-Q contains forward-looking statements, including statements covering the Year 2000 issue, that are based on current expectations, estimates and projections about the industries in which the Company operates, as well as management's beliefs and assumptions. Words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates," variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions ("Future Factors") which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. The Company undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except for the Year 2000 issue, which will be updated in accordance with the SEC rules and regulations.

The Future Factors that may affect the operations, performance and results of the Company's business include the following:

Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in the forward-looking statements. The Company does not intend to update forward-looking statements.

The information called for by this item is provided under the caption Foreign Operations under Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. Also see Item 7A. Quantitative and Qualitative Disclosures about Market Risk in the Company's Form 10-K for the year ended March 31, 1999.

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PART II
OTHER INFORMATION

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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.

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