OSULLIVAN CORP
10-Q/A, 1995-01-12
UNSUPPORTED PLASTICS FILM & SHEET
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             UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.  20549
                                       
                                       
                                FORM 10-Q/A


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


               For the quarterly period ended September 30, 1994
                                    OR
                                       
                                       
      [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
            SECURITIES EXCHANGE ACT OF 1934


            For the transition period from ________ to ________

                       Commission file number 1-4438
                                       
                                       
                          O'SULLIVAN CORPORATION
      --------------------------------------------------------------
          (Exact name of registrant as specified in its charter)
                                       
                                       
            Virginia                                54-0463029
      --------------------------------------------------------------
        (State or other jurisdiction of               (I.R.S. Employer
         incorporation or organization)             Identification No.)
                                       
                                       
      1944 Valley Avenue, P.O.Box 3510, Winchester, Virginia   22601
      --------------------------------------------------------------
     (Address of Principal Executive Offices)              (Zip Code)
                                       
                                       
                              (703) 667-6666
      --------------------------------------------------------------
           (Registrant's telephone number, including area code)
                                       
                                       
     Indicate by check mark whether the registrant (1) 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 (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  [ ]

     At September 30, 1994, there were 16,484,871 shares of the registrant's
common stock outstanding.


                           PART II.  OTHER INFORMATION

                                       
Item 6.  Exhibits and Reports on Form 8-K

     (a) Exhibits

         3.1  O'Sullivan Corporation Amended and Restated Articles of
              Incorporation, including the Articles of Amendment, dated April
              30, 1985, filed with the State Corporation Commission of Virginia
              on May 6, 1985, adopted by stockholders of O'Sullivan Corporation
              at the annual meeting held April 30, 1985. (Incorporated by
              reference to the March 31,1985, Quarterly Report on Form 10-Q of
              the Company.)
         
         3.2  O'Sullivan Corporation Bylaws as amended to January 29, 1985.
              (Incorporated by reference to the March 31, 1985, Quarterly
              Report on Form 10-Q of the Company.)
         
         3.3  O'Sullivan Corporation Amended and Restated Articles of
              Incorporation dated April 25, 1989, filed with the State
              Corporation Commission of Virginia on May 5, 1989, adopted by
              stockholders of O'Sullivan Corporation at the annual meeting held
              April 25, 1989.  (Incorporated by reference to the March 31, 1989
              Quarterly Report on Form 10-Q of the Company.)         

         27   Article 5 of Regulation S-X, Financial Data Schedule for the
              third quarter Form 10-Q.

         99.3 1985 Incentive Stock Option Plan, Amended and Restated as of July
              27, 1993,  (Incorporated by reference to the Annual Report on
              Form 10-K for the year ended December 31, 1993.)
         
     (b) Reports on Form 8-K - Report dated October 3, 1994, disclosing the
         signing of the letter of intent for the proposed sale of the
         Gulfstream Division of O'Sullivan Corporation to Automotive
         Industries, Inc.
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     





                              S I G N A T U R E S







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.






                                   O'SULLIVAN CORPORATION


                                   /s/ Anthony A. Barone
                                   ---------------------------
                                   Anthony A. Barone
                                   Vice President, Secretary
                                   and Chief Financial Officer



                                   /s/ C. Bryant Nickerson
                                   ---------------------------
                                   C. Bryant Nickerson
                                   Treasurer and
                                   Chief Accounting Officer


   January 12, 1995


















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<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1994
<PERIOD-START>                             JAN-01-1994
<PERIOD-END>                               SEP-30-1994
<CASH>                                       1,493,955
<SECURITIES>                                         0
<RECEIVABLES>                               58,180,750
<ALLOWANCES>                               (1,255,835)
<INVENTORY>                                 29,927,144
<CURRENT-ASSETS>                           136,991,961
<PP&E>                                      90,636,283
<DEPRECIATION>                            (45,906,941)
<TOTAL-ASSETS>                             194,215,808
<CURRENT-LIABILITIES>                       46,055,441
<BONDS>                                     37,118,158
<COMMON>                                    16,484,871
                                0
                                          0
<OTHER-SE>                                  89,478,567
<TOTAL-LIABILITY-AND-EQUITY>               194,215,808
<SALES>                                    149,128,963
<TOTAL-REVENUES>                           149,233,185
<CGS>                                      119,405,994
<TOTAL-COSTS>                              133,530,115
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                             688,842
<INCOME-PRETAX>                             15,014,228
<INCOME-TAX>                                 5,942,115
<INCOME-CONTINUING>                          9,072,113
<DISCONTINUED>                             (8,345,126)
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   726,987
<EPS-PRIMARY>                                      .04
<EPS-DILUTED>                                      .04
        

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