ENVIRONMENTAL ELEMENTS CORP
10-Q/A, 1997-04-07
INDUSTRIAL & COMMERCIAL FANS & BLOWERS & AIR PURIFING EQUIP
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  FORM 10-Q/A


Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
                                    of 1934

                         For the quarterly period ended

                               December 31, 1996


                         Commission File Number 1-10955



                       ENVIRONMENTAL ELEMENTS CORPORATION
             (Exact name of registrant as specified in its charter)



            DELAWARE                             52-1303748
  (State or other jurisdiction        (I.R.S. Employer Identification No.)
of incorporation or organization)



            3700 Koppers St., Baltimore, Maryland             21227
           (Address of Principal Executive Offices)         (Zip Code)



                                (410)  368-7000
               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 [ ]



Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date:

6,941,170  shares of common stock,  $.01 par value per share,  as of January 31,
1997.

<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.

                                            ENVIRONMENTAL ELEMENTS CORPORATION
                                                       (Registrant)


                                            /s/ E. H. Verdery
                                            ________________________
                                            E. H. Verdery
                                            Chairman of the Board and
                                            President

Date:  April 7, 1997



<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          MAR-31-1997
<PERIOD-END>                               DEC-31-1996
<CASH>                                       1,153,000
<SECURITIES>                                         0
<RECEIVABLES>                               15,155,000
<ALLOWANCES>                                   125,000
<INVENTORY>                                  1,105,000
<CURRENT-ASSETS>                            19,331,000
<PP&E>                                      11,941,000
<DEPRECIATION>                               4,055,000
<TOTAL-ASSETS>                              28,198,000
<CURRENT-LIABILITIES>                       19,194,000
<BONDS>                                              0
                                0
                                          0
<COMMON>                                        69,000
<OTHER-SE>                                   5,886,000
<TOTAL-LIABILITY-AND-EQUITY>                28,198,000
<SALES>                                     35,819,000
<TOTAL-REVENUES>                            35,819,000
<CGS>                                       31,285,000
<TOTAL-COSTS>                                8,125,000
<OTHER-EXPENSES>                               475,000
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                            (4,066,000)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                        (4,066,000)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                               (4,066,000)
<EPS-PRIMARY>                                    (.59)
<EPS-DILUTED>                                    (.59)
        

</TABLE>


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