SEMICONDUCTOR PACKAGING MATERIALS CO INC
10QSB/A, 1996-06-26
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 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 March 31, 1996

                                       OR

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

                         Commission file number 1-10938

                   SEMICONDUCTOR PACKAGING MATERIALS CO., INC.
                 (Name of Small Business Issuer in its charter)


          Delaware                          13-3584740
(State of other jurisdiction             (I.R.S. Employer
of incorporation or organization)        Identification No.)


                 431 Fayette Avenue, Mamaroneck, New York 10543
          (Address of principal executive offices, including zip code)

                                 (914) 698-5353
              (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.

                (1)  Yes       [X]              No        [ ]

                (2)  Yes       [X]              No        [ ]


          The number of shares  outstanding  of the  Registrant's  sole class of
common stock, as of March 31, 1996 was 5,974,066 shares.


                                       -1-




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                                   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.



                             SEMICONDUCTOR PACKAGING
                               MATERIALS CO., INC.


Date:    June 26, 1996         By:   /s/ GILBERT D. RAKER
                                     ------------------------------
                               Name:    Gilbert D. Raker
                               Title:   Chairman of the Board
                                        and Chief Executive Officer


Date:    June 26, 1996         By:   /s/ ANDREW A. LOZYNIAK
                                     ------------------------------
                               Name:    Andrew A. Lozyniak
                               Title:   Treasurer and Secretary
                                        (Chief Accounting Officer)


























                                       -3-

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<TABLE> <S> <C>

<ARTICLE>                     5
<S>
<MULTIPLIER>                  1,000
<PERIOD-TYPE>                 3-MOS
<FISCAL-YEAR-END>             DEC-31-1996
<PERIOD-END>                  MAR-31-1996
<CASH>                        2,353
<SECURITIES>                      0
<RECEIVABLES>                 5,947
<ALLOWANCES>                     86
<INVENTORY>                   7,158
<CURRENT-ASSETS>             16,012
<PP&E>                       16,800
<DEPRECIATION>                4,717
<TOTAL-ASSETS>               44,534
<CURRENT-LIABILITIES>         5,217
<BONDS>                       8,122
             0
                       0
<COMMON>                        627
<OTHER-SE>                   29,954
<TOTAL-LIABILITY-AND-EQUITY> 44,534
<SALES>                       7,922
<TOTAL-REVENUES>             11,248
<CGS>                         7,519
<TOTAL-COSTS>                 9,395
<OTHER-EXPENSES>                  0
<LOSS-PROVISION>                  0
<INTEREST-EXPENSE>              203
<INCOME-PRETAX>               1,650
<INCOME-TAX>                    660
<INCOME-CONTINUING>             990
<DISCONTINUED>                    0
<EXTRAORDINARY>                   0
<CHANGES>                         0
<NET-INCOME>                    990
<EPS-PRIMARY>                  0.16
<EPS-DILUTED>                  0.16



</TABLE>


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