DEFLECTA SHIELD CORP /DE/
10-Q/A, 1996-11-15
MOTOR VEHICLE PARTS & ACCESSORIES
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                               FORM 10-Q/A

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549

                            AMENDMENT NO. 1 to
         QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                      SECURITIES EXCHANGE ACT OF 1934


             For the quarterly period ended September 30, 1996


                     Commission File Number:  0-23238


                        DEFLECTA-SHIELD CORPORATION
          (Exact name of registrant as specified in its charter)

                  Delaware                               42-1411117
       (State or other jurisdiction of      (I.R.S. Employer Identification No.)
       incorporation or organization)

      1800 North 9th Street, Indianola,                     50125
                    Iowa                                 (Zip Code)
       (Address of principal executive
                  offices)

                              (515) 961-6100
           (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:

         As of  November 14, 1996, 4,800,000  shares of the registrant's
   Common Stock were outstanding.<PAGE>

<PAGE>


                                   PART I

  Item 1.     Financial Statements

        The Condensed Consolidated Statements of Operations for the Three
  Months ended September 30, 1995 and 1996 are hereby amended in their
  entirety to read as follows:

                        DEFLECTA-SHIELD CORPORATION

              CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                                (Unaudited)

                 (in thousands, except per share amounts)

<TABLE>
<CAPTION>
                                      Three Months Ended September 30,  
                                            1995            1996      
   <S>                                    <C>              <C>

   Net sales . . . . . . . . . . . . .    $16,007         $18,465
   Cost of sales . . . . . . . . . . .     11,167          12,035
                                           -------         -------

   Gross profit  . . . . . . . . . . .      4,840           6,430
   Operating expenses:
     Selling . . . . . . . . . . . . .      2,552           2,386
     General and administrative  . . .      1,593           1,707
     Amortization of other assets  . .        131             113
                                           -------          -------
   Income from operations  . . . . . .        564           2,224

   Interest expense  . . . . . . . . .        407             250
                                          -------          -------
   Income before income taxes  . . . .        157           1,974

   Income tax expense  . . . . . . . .         61             729
                                           -------          -------

   Net income  . . . . . . . . . . . .      $  96         $ 1,245
                                           =======         ========

   Net income per share  . . . . . . .      $ .02         $   .26
                                           =======         ========

   Weighted average common 
   shares outstanding  . . . . . . . .     4,800            4,800
</TABLE>
   The accompanying notes are an integral part of these statements.



                                  2


<PAGE>

                                 SIGNATURE


      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.

   Date: November 14, 1996


                                          DEFLECTA-SHIELD CORPORATION


                                          By: /s/ RONALD  C. FOX
                                              --------------------         
                                               Ronald C. Fox, 
                                               Chief Financial Officer
                                               (Duly authorized officer
                                               and Principal Financial
                                               and Accounting Officer)

































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