PTI HOLDING INC
10QSB/A, 1997-01-15
SPORTING & ATHLETIC GOODS, NEC
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                         U.S. SECURITIES AND EXCHANGE COMMISSION
                                 Washington, D.C. 20549

                                       Form 10-QSB

 X _____ Quarterly  report under Section 13 or 15(d) of the Securities  Exchange
Act of 1934 for the quarterly period ended September 30, 1996

   Transition report under Section 13 or 15(d) of the Securities Exchange Act of
1934 (No fee required)

For the transition period from           to

Commission file number 1-11586

                                  PTI HOLDING INC.
                  --------------------------------------------         
                 (Name of small business issuer in its charter)


      Delaware                                                    13-3590980
 -------------------                                           -----------------
(State or jurisdiction                                         (I.R.S.Employer
 of incorporation or                                         Identification No.)
 organization) 


c/o 15 E. North Street, Dover, DE                                    19901
- ----------------------------------------                           -------
(Address of principal executive offices)                           (Zip Code)


                                     (302) 678-0855
                    (Issuer's Telephone Number, Including Area Code)


(Former Name, Former Address and Former Fiscal Year, if Changed Since Last 
Report)

       Check whether the issuer:  (1) filed all reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 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 past 90 days.

Yes  X    No


       State the  number of shares  outstanding  of each  class of the  issuer's
classes of common equity, as of the latest  practicable date. As of November 13,
1996, 3,487,936 shares of the issuer's common equity were outstanding.








                                 
<PAGE>







                                        SIGNATURE

       In  accordance  with  Section  13 or  15(d)  of  the  Exchange  Act,  the
registrant has caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

Dated:  November     , 1996


                    PTI HOLDING INC.




                    By/S/ Meredith W. Birrittella 
                        --------------------------- 
                         Meredith W. Birrittella,
                         Chief Executive Officer (authorized signatory)
                         Chief Financial Officer



<TABLE> <S> <C>


<ARTICLE>                     5
                   
                     
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                              DEC-31-1996
<PERIOD-START>                                 JAN-01-1996
<PERIOD-END>                                   SEP-30-1996

<CASH>                                         449,278
<SECURITIES>                                         0
<RECEIVABLES>                                2,820,960
<ALLOWANCES>                                    65,748
<INVENTORY>                                  2,984,605
<CURRENT-ASSETS>                             7,384,340
<PP&E>                                       1,152,153
<DEPRECIATION>                                 696,759
<TOTAL-ASSETS>                               9,505,022
<CURRENT-LIABILITIES>                        2,282,274
<BONDS>                                              0
                                0
                                      2,500
<COMMON>                                        34,784
<OTHER-SE>                                   7,126,714
<TOTAL-LIABILITY-AND-EQUITY>                 7,161,498
<SALES>                                     13,532,363
<TOTAL-REVENUES>                            13,532,363
<CGS>                                        9,717,716
<TOTAL-COSTS>                                9,717,716
<OTHER-EXPENSES>                             1,901,156
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              24,074
<INCOME-PRETAX>                              1,926,199
<INCOME-TAX>                                   640,080
<INCOME-CONTINUING>                          1,913,491
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 1,286,119
<EPS-PRIMARY>                                      .33
<EPS-DILUTED>                                      .33
        



</TABLE>


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