UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [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______ Commission file number _________________________0-3037__________ ___________________________WILLIAM_H._SADLIER,_INC._______	 (Exact name of registrant as specified in its charter) __________New_York________________ ________13-5363840___ (State or other jurisdiction of 			(I.R.S. Employer incorporation or organization) 			Identification Number) _____9_Pine_Street,_New_York,_New_York_________10005-1002__________ (Address of principal executive office) (Zip Code) Registrant's telephone number, including area code ____(212)_227-2120_______ _________________________________Not_Applicable_________________ Former name, former address and former fiscal year, if changed since last report. 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 April 30, 1996. Common stock, par value $0.25 per share: 893,058 shares outstanding. PART_I._FINANCIAL_INFORMATION Item 1. Financial Statements WILLIAM H. SADLIER, INC. AND SUBSIDIARY CONDENSED CONSOLIDATED BALANCE SHEETS 					 	 	__________March_31,_________ December_31, 						 	____1996_____________1995___ ____1995____ 	 (Unaudited) 	 	 (Note) 	 	 	 ASSETS: Cash and cash equivalents	 $ 	243,646 	$ 	336,514 	$ 	687,805 Accounts receivable	 	1,455,877	 	1,037,882		 2,602,658 Refundable income taxes 		 1,705,000	 	1,593,000 	- Inventories: Bound books and merchandise 		2,777,098	 	2,479,956 	2,465,398 Sheet stock and work in process	 	8,174	 	61,092 	20,239 Paper 	____759,130_	 ____616,859_ ____230,050_ 	 	3,544,402		 	3,157,907 	2,715,687 Prepaid expenses	 	292,280		 	303,461 	277,007 Deferred income taxes ____917,600_	 ____645,200_ ___	917,600_ Total current assets		 8,158,805	 		7,073,964 	7,200,757 Fixed assets--net		 995,212	 		1,139,553 	1,002,171 Deferred pre-publication costs	 	6,581,572	 		6,757,577 	6,707,073 Other assets 	____820,067_ ____782,128_ ____827,128_ $16,555,656	 $15,753,222 	$15,737,129 	============ 	============ 	============ LIABILITIES AND SHAREHOLDERS' EQUITY: Current portion oflong-term debt 	$ 	100,000 		$	 100,000 	$ 	100,000 Notes payble--banks 		4,300,000		 	3,600,000	 	- Accounts payable 		1,345,514	 		1,805,451	 	793,244 Accrued royalties		 45,583	 		40,306 		1,169,693 Other liabilities and accrued expenses ____959,300_	 ____701,738_ __1,664,621_ Total current liabilities 		6,750,397	 		6,247,495		 3,727,558 Long-Term Debt		 175,000	 		275,000	 	200,000 Deferred income taxes 		31,300	 		41,800	 	31,300 Shareholders' equity: Common shares 		225,000	 		225,000 		225,000 Retained earnings 	 __9,414,812_ __8,995,660_ _11,585,004_ 		9,639,812	 		9,220,660	 	11,810,004 Less treasury shares, at cost____(40,853)		____(31,733) ____(31,733) 	 __9,598,959_		__9,188,927_ 	 _11,778,271_ 	 $16,555,656		 $15,753,222	 $15,737,129 	============	 ============	 ============ Note: The balance sheet at December 31, 1995 has been taken from the audited financial statements at that date and condensed. 						 			WILLIAM H. SADLIER, INC. AND SUBSIDIARY CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS 				(Unaudited) 	Three months ended 									 ___________March_31,__________ 								 	 _____1996____ 	_____1995____ 									 			 Net sales 	$ 	865,621	 	$ 	844,959 Operating costs and expenses: Manufacturing, royalty and amortization	 	812,886	 		818,173 Editorial and distribution		 965,944 			1,014,175 Selling, general and administrative 	___2,931,859_ 	 ___2,443,542_ 	 ___4,710,689_ __	4,275,890_ Operating loss		 (3,845,068)		 	(3,430,931) Other income (expense): Interest income		 123		 	515 Other income		 15,364	 		16,015 Interest expense	 _____(45,611)	 	_____(45,303) ____	(30,124)	 	_____(28,773) Loss before income taxes		 (3,875,192)		 	(3,459,704) Credit for income taxes	 __(1,705,000)		 __(1,488,000) Net loss			 (2,170,192)			 (1,971,704) Retained earnings at beginning of period		 __11,585,004_ 	 __10,967,364_ Retained earnings at end of period	 $ 	9,414,812		 $ 	8,995,660 	============= 	============= Net loss per common share	 $ (2.43)		 $ 	(2.21) 	============= 	============= Average common shares outstanding			 893,505				 894,296 	============= 	============= 	 WILLIAM H. SADLIER, INC. AND SUBSIDIARY 	CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS 			(Unaudited) 		 Three months ended ____________March_31,_________ _____1996____ 	_____1995____ 	 	 	 CASH FLOW USED IN OPERATIONS: Cash used in operations $_(4,185,570)	 	$	(3,516,210) CASH FLOW USED IN INVESTING ACTIVITIES: Capital expenditures 		(43,970)		 	(28,046) Prepublication cost expenditures ____(480,499) 	____(565,745) Cash used in investing activities ____(524,469)	 ____(593,791) 	 CASH FLOW FROM FINANCING ACTIVITIES: Net borrowings under lines of credit 		4,300,000		 	3,600,000 Repayment of long-term debt	 	(25,000)		 	(25,000) Purchase of treasury shares ______(9,120)	 __________	-_ Cash provided by financing activities ___4,265,880_ 		___3,575,000_ Decrease in cash and cash equivalents 		(444,159)		 	(535,001) Cash and cash equivalents at beginning of period _____687,805_		 _____871,515_ Cash and cash equivalents at end of period 	$ 	243,646 	$ 		336,514 	============= 	============= OTHER CASH FLOW INFORMATION: Depreciation and amortization 	$ 	656,929 	$ 		661,503 	============= 	============= 			WILLIAM H. SADLIER, INC. AND SUBSIDIARY 	 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 			 (Unaudited) 1. Condensed Consolidated Financial Statements The condensed consolidated balance sheets as of March 31, 1996 and 1995, and both the condensed consolidated statements of operations and retained earnings and the condensed consolidated statements of cash flows for the three-month periods then ended have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and changes in cash flows for both periods presented have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. It is suggested that these condensed consolidated financial statements be read in conjunction with the financial statements and related notes included in the Company's Annual Report for the year ended December 31, 1995. 2. Seasonality Historically, educational publishing has been subject to the seasonality associated with the educational year, resulting in a concentration of sales in the third calendar quarter. Therefore, the results of operations for the three months ended March 31, 1996 should not necessarily be considered indicative of the results for the year ending December 31, 1996. Item 2. Management's Discussion and Analysis of Financial Condition 	and_Results_of_Operations Results_of_Operations The first calendar quarter historically represents less than 5% of the Company's annual sales. Most of the increase in net sales in the three months ended March 31, 1996 was attributable to growth of Vocabulary_Workshop and the first sales of the newly introduced Sadlier Phonics series. There was little change in manufacturing costs compared with 1995 due primarily to the stabilization of paper prices. In 1996, editorial expenses were lower than in the comparable period in 1995 when revisions of two major series had recently been completed. Selling expenses increased in 1996, the result of costs associated with the introduction of the new Sadlier_Phonics series, promotional expenses incurred earlier in the year compared with 1995, and the establishment of a network of independent sales representatives to expand the Company's presence in the public school market. The credits for income taxes in 1996 and 1995 were based on the effective tax rates estimated for each full year. Liquidity_and_Capital_Resources Cash and cash equivalents at March 31, 1996 decreased by $93,000 from the March 31, 1995 level. Working capital increased by $582,000 from the comparable date in 1995. Cash flow provided by operations has generally been sufficient to finance investment in new products, equipment and facilities, dividends paid to shareholders and the repayment of short-term bank borrowing. Management believes this will continue to be true in 1996. The Company maintains lines of credit with its banks, under which $10,500,000 was available at March 31, 1996. Each year, because of the seasonality associated with educational publishing, the Company must draw on its lines of credit. During the latter part of each year, such borrowing is repaid and excess funds are available for investment in cash equivalents and short-term securities. At March 31, 1996 and 1995, such short-term borrowing amounted to $4,300,000 and $3,600,000, respectively. PART_II.__OTHER_INFORMATION All items required hereunder have been omitted because they are inapplicable or would result in negative answers. 			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. 				_WILLIAM_H._SADLIER,_INC._ 					 (Registrant) __May 10, 1996__ 				By: /s/ Frank_S._Dinger________ (Date) 	 				Frank S. Dinger 					 Chairman of the Board 					 Chief Operating Officer __May 10, 1996__ 			By: /s/ Henry_E._Christel______ (Date) 		 	Henry E. Christel 				 Vice President, Treasurer 				 Principal Financial Officer __May 10, 1996__ 			By: /s/ Dasil C. Thomas________ (Date) 	Dasil C. Thomas 							 	Principal Accounting Officer