(Mark One)

[X]

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

[   ]

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

New York
(State or Other Jurisdiction of
Incorporation or Organization)

16-0961040
(IRS Employer Identification Number)

Page No.

PART I -- FINANCIAL INFORMATION

Item 1.

Financial Statements

CPAC, Inc. and Subsidiaries Consolidated Balance Sheets -- September 30, 2000 (Unaudited), and March 31, 2000

 3

CPAC, Inc. and Subsidiaries Consolidated Statements of Operations and Comprehensive Income -- Six Months Ended September 30, 2000, and September 30, 1999 (Unaudited)

 4

CPAC, Inc. and Subsidiaries Consolidated Statements of Operations and Comprehensive Income -- Three Months Ended September 30, 2000, and September 30, 1999 (Unaudited)

 5

CPAC, Inc. and Subsidiaries Consolidated Statements of Cash Flows -- Six Months Ended September 30, 2000, and September 30, 1999 (Unaudited)

 6

Notes to Consolidated Financial Statements

 7

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

 9

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

12

PART II -- OTHER INFORMATION

Item 1.

Legal Proceedings

13

Item 2.

Changes in Securities and Use of Proceeds

13

Item 3.

Defaults Upon Senior Securities

13

Item 4.

Submission of Matters to a Vote of Security Holders

13

Item 5.

Other Information

13

Item 6.

Exhibits and Reports on Form 8-K

13

SIGNATURE PAGE

16

EXHIBIT INDEX

17

(Unaudited)

(Note)

ASSETS

Current assets:

Cash and cash equivalents

$      4,716,704

$      4,436,509

Accounts receivable (net of allowance for doubtful accounts
      of $749,000 and $716,000, respectively)

15,361,723

15,019,382

Inventory

19,119,251

18,862,740

Prepaid expenses and other current assets

       2,412,934

        2,204,016

   Total current assets

41,610,612

40,522,647

Property, plant and equipment, net

19,896,992

20,541,001

Goodwill and intangible assets (net of amortization of
   $2,418,521 and $2,270,919, respectively)

13,064,471

13,383,151

Other assets

       2,918,051

        2,650,796

$    77,490,126

$    77,097,595

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:

Current portion of long-term debt

$     1,055,290

$      1,185,349

Accounts payable

5,327,376

5,533,850

Accrued payroll and related expenses

1,699,253

2,043,509

Accrued income taxes payable

715,315

380,843

Other accrued expenses and liabilities

        2,676,047

        2,696,680

   Total current liabilities

11,473,281

11,840,231

Long-term debt, net of current portion

7,904,011

8,306,831

Other long-term liabilities

5,442,178

5,168,173

Shareholders' equity:

Common stock, par value $0.01 per share;
   Authorized 30,000,000 shares;
   Issued 5,601,019 shares and 5,726,566 shares, respectively

56,011

57,265

Additional paid-in capital

13,073,567

13,988,163

Retained earnings

41,287,779

39,273,059

Accumulated other comprehensive income (loss)

       (1,156,513

)

          (945,939

)

53,260,844

52,372,548

Less: Treasury stock, at cost, 85,307 shares

          (590,188

)

          (590,188

)

Total shareholders' equity

      52,670,656

      51,782,360

$    77,490,126

$    77,097,595

2000

1999

Net sales

$   53,239,008

$   54,463,903

Costs and expenses:

Cost of sales

29,728,250

31,158,349

Selling, administrative and engineering expenses

18,134,412

18,455,362

Research and development expense

327,563

368,636

Interest expense, net

          469,369

          371,609

     48,659,594

     50,353,956

Income before income tax expense

4,579,414

4,109,947

Provision for income tax expense

       1,775,000

       1,685,000

   Net income

$     2,804,414

$     2,424,947

Income per common share:

Basic

$              0.50

$              0.39

Diluted

$              0.50

$              0.39

Average common shares outstanding:

Basic

       5,586,828

       6,225,717

Diluted

       5,622,521

       6,257,382

Comprehensive income:

Net income

$     2,804,414

$     2,424,947

Other comprehensive income (loss)

         (210,574

)

         (362,477

)

   Comprehensive income

$     2,593,840

$     2,062,470

2000

1999

Net sales

$   26,357,648

$   27,984,349

Costs and expenses:

Cost of sales

14,442,214

16,079,137

Selling, administrative and engineering expenses

9,048,925

9,367,120

Research and development expense

161,691

176,334

Interest expense, net

          261,519

          171,381

     23,914,349

     25,793,972

Income before income tax expense

2,443,299

2,190,377

Provision for income tax expense

          966,000

          901,000

   Net income

$     1,477,299

$     1,289,377

Income per common share:

Basic

$              0.27

$              0.21

Diluted

$              0.26

$              0.21

Average common shares outstanding:

Basic

       5,555,021

       6,197,461

Diluted

       5,601,525

       6,229,944

Comprehensive income:

Net income

$     1,477,299

$     1,289,377

Other comprehensive income (loss)

           (24,533

)

         (229,747

)

   Comprehensive income

$     1,452,766

$     1,059,630

2000

1999

Cash flows from operating activities:

Net income

$     2,804,414

$     2,424,947

Adjustments to reconcile net income to net cash provided
    by (used in) operating activities:

   Depreciation and amortization

1,450,348

1,423,382

   Amortization of intangible assets

331,587

286,357

Changes in assets and liabilities, net of effects of business
    acquisitions:

   Accounts receivable

(363,710

)

1,442,278

   Inventory

(283,107

)

1,052,065

   Accounts payable

(213,885

)

(983,102

)

   Accrued expenses & liabilities

(36,503

)

685,164

   Other changes, net

         (221,779

)

             (8,659

)

      Total adjustments

          662,951

       3,897,485

         Net cash provided by operating activities

       3,467,365

       6,322,432

Cash flows from investing activities:

Purchase of property, plant, and equipment, net

         (834,017

)

      (2,046,654

)

   Net cash used in investing activities

         (834,017

)

      (2,046,654

)

Cash flows from financing activities:

Common stock repurchase

(934,735

)

(1,417,263

)

Issuance of common stock

28,438

Proceeds from long-term borrowings

1,500,000

Repayment of long-term borrowings

(628,013

)

(326,279

)

Payment of cash dividends

         (789,694

)

        (814,360

)

   Net cash used in financing activities

      (2,352,442

)

      (1,029,464

)

Effect of exchange rate changes on cash

                (711

)

                (176

)

   Net increase in cash and cash equivalents

280,195

3,246,138

Cash and cash equivalents -- beginning of period

       4,436,509

          412,123

Cash and cash equivalents -- end of period

$     4,716,704

$     3,658,261

September 30, 2000

March 31, 2000

         Raw materials and purchased parts

$  7,801,756

$   7,332,230

         Work-in-process

1,146,225

1,055,426

         Finished goods

   10,171,270

   10,475,084

$ 19,119,251

$ 18,862,740

Three Months Ended
September 30,

Six Months Ended
September 30,

2000

1999

2000

1999

Basic weighted average number of
   shares outstanding

5,555,021

6,197,461

5,586,828

6,225,717

Effect of dilutive stock options

     46,504

     32,483

     35,693

     31,665

Dilutive shares outstanding

5,601,525

6,229,944

5,622,521

6,257,382

Three Months Ended
September 30,

Six Months Ended
September 30,

2000

1999

2000

1999

Net sales to customers:

   Fuller Brands

$   15,335,557

$  16,482,401

$    30,977,792

$   32,645,850

   Imaging

     11,022,091

    11,501,948

      22,261,216

     21,818,053

     Total net sales to customers

$   26,357,648

$  27,984,349

$    53,239,008

$   54,463,903

Operating income:

   Fuller Brands

$     1,283,617

$    1,451,655

$      2,794,481

$     2,771,443

   Imaging

       1,206,630

      1,101,681

        2,085,810

       1,961,509

2,490,247

2,553,336

4,880,291

4,732,952

   Corporate income (loss)

214,571

(191,578

)

168,492

(251,396

)

   Interest expense, net

        (261,519

)

        (171,381

)

          (469,369

)

         (371,609

)

     Consolidated pretax income

$     2,443,299

$    2,190,377

$      4,579,414

$     4,109,947

September 30, 2000

March 31, 2000

September 30, 1999

(1)  Receivables-days outstanding

52.2 days

54.3 days

56.5 days

(2)  Annual inventory turns

3.1 times

3.2 times

3.1 times

a.

general economic and competitive conditions in the markets and countries in which the Company operates, and the risks inherent in international operations;

b.

the Company's ability to continue to control and reduce its costs of production;

c.

the level of demand for the Company's Imaging products and impact of digital imaging;

d.

the level of competition and consolidation within the imaging industry;

e.

the effect of changes in the distribution channels for Fuller Brands;

f.

the level of demand for Fuller Brands' contract manufactured products;

g.

the level of competition and consolidation within the commercial cleaning supply industry; and

h.

the strength of the U.S. dollar against currencies of other countries where the Company operates, as well as cross-currencies between the Company's operations outside of the U.S. and other countries with whom they transact business.

Item 1.

Legal Proceedings
None

Item 2.

Changes in Securities and Use of Proceeds
None

Item 3.

Defaults Upon Senior Securities
None

Item 4.

Submission of Matters to a Vote of Security Holders

1.  The Annual Meeting of the Shareholders of the Registrant was held on August 9, 2000. At such Annual Meeting, the following individuals were elected as Directors of the Registrant, to serve until the next Annual Meeting of Shareholders and until their successors are duly elected and qualified:

Number of Votes:           

For

     Against

    Thomas N. Hendrickson
    Robert C. Isaacs
    Robert Oppenheimer
    Seldon T. James, Jr.
    Thomas J. Weldgen
    Jerold L. Zimmerman, Ph.D.

4,731,329
4,749,408
4,784,094
4,784,001
4,749,401
4,782,868

     96,772
     78,693
     44,007
     44,100
     78,700
     45,233

     (a)  ratified the appointment of PricewaterhouseCoopers LLP by the Board of Directors, as independent auditors of the Registrant for the fiscal year ending March 31, 2001, with votes cast as follows:

For
4,805,295

Against
19,867

Abstain
2,939

     (b)  approved the grant of an option to a new director of the Company, Jerold L. Zimmerman, Ph.D., to purchase 15,000 shares of the Company's $.01 par value common stock with votes cast as follows:

For
4,725,940

Against
91,623

Abstain
10,538

Item 5.

Other Information
None

Item 6.

Exhibits and Reports on Form 8-K

a.   Exhibits

The following Exhibits, as applicable, are attached to this Quarterly Report (Form 10-Q). The Exhibit Index is found on the page immediately succeeding the signature page and the Exhibits follow on the pages immediately succeeding the Exhibit Index.

(2)   Plan of acquisition, regarding organization, arrangement, liquidation, or succession
        Not applicable

(3)   Articles of Incorporation, By-laws

3.1

Certificate of Incorporation, as amended September 11, 1996, incorporated herein by reference to Form 10-Q, filed for the period ended September 30, 1996, and further amended by Certificate of Amendment dated August  19, 1999, incorporated herein by reference to Form 10-Q, filed for the period ended September 30, 1999

3.2

By-laws, as amended, incorporated herein by reference to Form 10-Q, filed for the period ended September 30, 1998

(4)   Instruments defining the rights of security holders, including indentures

4.1

Loan Agreement dated February 9, 1994, and Letter of Commitment dated December 16, 1993, incorporated herein by reference to Form 10-K filed for period ended March 31, 1994, as amended by Exhibits 99.1 to 99.3 filed as Exhibits to the Form 10-Q for the quarter ended December 31, 1994, and amended by Letter of extension and increase dated October 29, 1996, filed as Exhibit 99.1 to Form 10-Q for the quarter ended September 30, 1996, and further amended by First Amendment to Second Amended and Restated Loan Agreement dated October 31, 1996, filed as Exhibit 4.1 to Form 10-Q for the quarter ended December 31, 1996, and further amended by Agreement dated September 12, 1997 filed as Exhibit 99.1 to Form 10-Q for the quarter ended September 30, 1997, and further amended by Second Amendment to Second Amended and Restated Loan Agreement dated July 10, 1998, filed as Exhibit 4.1 to Form 10-Q for the quarter ended June 30, 1998, and further amended by Agreement dated April 27, 2000 filed as Exhibit 4.1 to Form 10-K for the period ended March 31, 2000

(10)  Material contracts

10.1

Employment Agreement between Thomas N. Hendrickson and CPAC, Inc. dated September 30, 1995, incorporated herein by reference to Form 10-Q filed for the period ended September 30, 1995, and amended by Extension of Employment Agreement dated July 20, 1998, incorporated herein by reference to Form 10-K filed for the period ended March 31, 1999

10.2

CPAC, Inc. Executive Long-Term Stock Investment Plan, incorporated herein by reference to Form S-8 Registration Statement filed on October 29, 1994, as amended and incorporated by reference to Form S-8 Registration Statements filed on October 3, 1996 and September 24, 1999

10.3

CPAC, Inc. 1996 Nonemployee Directors Stock Option Plan, incorporated herein by reference to Form S-8 Registration Statement filed October 3, 1996, as amended and incorporated by reference to Form S-8 Registration Statements filed on October 14, 1997, November 24, 1998, September 24, 1999 and September 29, 2000

10.4

Deferred Compensation Arrangement between Thomas N. Hendrickson and CPAC, Inc. dated October 13, 1992, incorporated herein by reference to Form 10-Q filed for the period ended December 31, 1992, and amended by Amendment to Deferred Compensation Arrangement dated July 20, 1998, incorporated herein by reference to Form 10-K filed for the period ended March 31, 1999

10.5

CPAC, Inc. Nonqualified Deferred Compensation Plan dated December 30, 1999, incorporated herein by reference to Form 10-Q filed for the period ended December 31, 1999

(11)  Statement regarding computation of per share earnings (loss)
        Not applicable

(15)  Letter regarding unaudited interim financial information
        Not applicable

(18)  Letter regarding change in accounting principles
        Not applicable

(19)  Report furnished to security holders
        Not applicable

(22)  Published report regarding matters submitted to vote of security holders
        Not applicable

(23)  Consents of experts and counsel
        Not applicable

(24)  Power of attorney
        Not applicable

(27)  Financial data schedule

(99)  Additional exhibits
        Not applicable

b.   Reports Filed on Form 8-K
      None

CPAC, INC.

Date            November 9, 2000           

By

/s/ Thomas N. Hendrickson                                    
Thomas N. Hendrickson,
President, Chief Executive Officer, Treasurer

Date            November 9, 2000           

By

/s/ Thomas J. Weldgen                                            
Thomas J. Weldgen,
Vice President Finance and Chief Financial Officer

Date            November 9, 2000           

By

/s/ James W. Pembroke                                           
James W. Pembroke,
Chief Accounting Officer

Exhibit

Page

2.

Plan of acquisition, regarding organization, arrangement, liquidation, or succession

N/A

3.

Articles of incorporation, By-laws

3.1

Certificate of Incorporation, as amended September 11, 1996, incorporated herein by reference to Form 10-Q, filed for the period ended September 30, 1996, and further amended by Certificate of Amendment dated August  19, 1999, incorporated herein by reference to Form 10-Q, filed for the period ended September 30, 1999

N/A

3.2

By-laws, as amended, incorporated herein by reference to Form 10-Q, filed for the period ended September 30, 1998

N/A

4.

Instruments defining the rights of security holders, including indentures

4.1

Loan Agreement dated February 9, 1994, and Letter of Commitment dated December 16, 1993, incorporated herein by reference to Form 10-K filed for period ended March 31, 1994, as amended by Exhibits 99.1 to 99.3 filed as Exhibits to the Form 10-Q for the quarter ended December 31, 1994, and amended by Letter of extension and increase dated October 29, 1996, filed as Exhibit 99.1 to Form 10-Q for the quarter ended September 30, 1996, and further amended by First Amendment to Second Amended and Restated Loan Agreement dated October 31, 1996, filed as Exhibit 4.1 to Form 10-Q for the quarter ended December 31, 1996, and further amended by Agreement dated September 12, 1997 filed as Exhibit 99.1 to Form 10-Q for the quarter ended September 30, 1997, and further amended by Second Amendment to Second Amended and Restated Loan Agreement dated July 10, 1998, filed as Exhibit 4.1 to Form 10-Q for the quarter ended June 30, 1998, and further amended by Agreement dated April 27, 2000 filed as Exhibit 4.1 to Form 10-K for the period ended March 31, 2000

N/A

10.

Material contracts

10.1

Employment Agreement between Thomas N. Hendrickson and CPAC, Inc. dated September 30, 1995, incorporated herein by reference to Form 10-Q filed for the period ended September 30, 1995, and amended by Extension of Employment Agreement dated July 20, 1998, incorporated herein by reference to Form 10-K filed for the period ended March 31, 1999

N/A

10.2

CPAC, Inc. Executive Long-Term Stock Investment Plan, incorporated herein by reference to Form S-8 Registration Statement filed on October 29, 1994, as amended and incorporated by reference to Form S-8 Registration Statements filed on October 3, 1996 and September 24, 1999

N/A

10.3

CPAC, Inc. 1996 Nonemployee Directors Stock Option Plan, incorporated herein by reference to Form S-8 Registration Statement filed October 3, 1996, as amended and incorporated by reference to Form S-8 Registration Statements filed on October 14, 1997, November 24, 1998, September 24, 1999 and September 29, 2000

N/A

10.4

Deferred Compensation Arrangement between Thomas N. Hendrickson and CPAC, Inc. dated October 13, 1992, incorporated herein by reference to Form 10-Q filed for the period ended December 31, 1992, and amended by Amendment to Deferred Compensation Arrangement dated July 20, 1998, incorporated herein by reference to Form 10-K filed for the period ended March 31, 1999

N/A

10.5

CPAC, Inc. Nonqualified Deferred Compensation Plan dated December 30, 1999, incorporated herein by reference to Form 10-Q filed for the period ended December 31, 1999

N/A

11.

Statement regarding computation of per share earnings (loss)

N/A

15.

Letter regarding unaudited interim financial information

N/A

18.

Letter regarding change in accounting principles

N/A

19.

Report furnished to security holders

N/A

22.

Published report regarding matters submitted to vote of security holders

N/A

23.

Consents of experts and counsel

N/A

24.

Power of attorney

N/A

27.

Financial data schedule

19

99.

Additional exhibits

N/A