UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    Form 10-Q

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



                 For the Quarterly Period Ended August 31, 1995

                          Commission file number 1-6775



                              HOWARD B. WOLF, INC.
             (Exact name of registrant as specified in its charter)


               Texas                         75-0847571
     (State of incorporation)      (IRS Employer Identification No.)


          3809 Parry Avenue, Dallas, Texas        75226-1753
     (Address of principal executive offices)     (Zip Code)


                                 (214) 823-9941
                               (Telephone number)



     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   .

         Common stock, par value $.33-1/3 per share:  1,056,191 shares
                       outstanding as of October 13, 1995
         


         


                                      INDEX

                                                                       Page
                                                                     Number

     PART I.    FINANCIAL INFORMATIONM 

       Item 1.  Financial Statements

                Consolidated Statements of Operations
                  and Retained Earnings
                  Three months ended August 31, 1995
                  and August 31, 1994 (Unaudited)                    3

                Consolidated Balance Sheets
                  August 31, 1995 (Unaudited) and May 31, 1995       4

                Consolidated Statments of Cash Flows
                  Three months ended August 31, 1995
                  and August 31, 1994 (Unaudited)                    5

                Notes to Consolidated Financial Statements          
                  (Unaudited)                                        6
              
       Item 2.  Management's Discussion and Analysis of
                  Financial Condition and Results of Operations  7 & 8

     PART II.   OTHER INFORMATION

       Item 9.  Exhibits and Reports on Form 8-K                     9






                          Part I. FINANCIAL INFORMATION                    

     Item 1.    Financial Statement

                              HOWARD B. WOLF, INC.

           CONSOLIDATED STATEMENTS OF OPERATIONS AND RETIANED EARNINGS
                                   (Unaudited)

                                                 
                                                 Three Months Ended   
                                                                           
                                                     August 31,            
                                                                           
                                                       
                                                                
                                              1995               1994
                                                          
                             
Net sales                                    $3,789,539         $3,592,856

     Cost and expenses:                             
       Cost of sales                          2,537,607          2,363,984
       Selling, general and
         administrative expenses                903,984            914,754      

       Provision for bad debt expense            22,500             22,500

                                              3,464,091          3,301,238      
                                                325,448            291,618

     Other income                                 9,832             23,266

     Interest income                              2,209              9,682      

     Interest expense                           (11,907)            (6,999)     

     Income before federal income tax           325,582            317,567      

     Provision for federal income tax          (114,395)          (111,203)     

     Net income                                 211,187            206,364

     Retained earnings - beginning of year    4,540,170          4,067,839      

     Cash dividends                             (84,495)           (73,933)     

     Retained earnings - end of year         $4,666,862         $4,200,270 

     Average number of shares outstanding     1,056,191          1,056,191

     Net income per share                         $0.20              $0.20

     Cash dividends per share                     $0.08              $0.07


                 See notes to consolidated financial statements. 




                              HOWARD B. WOLF, INC.

                                         August 31,                 May 31,
                                            1995                      1995
     ASSETS
                                                             
                                       (Unaudited)
Current assets:                                              
  Cash and cash equivalents             $  969,871                $1,375,569
  Accounts receivable (net)              1,953,889                 1,984,284   
  Inventories                            3,999,000                 4,024,860
  Prepaid expenses                         130,265                   106,630
  Deferred federal income tax benefit      182,000                   183,000
    Total current assets                 7,235,025                 7,674,343

Property, plant and equipment            2,270,521                 2,113,701
  Less accumulated 
    depreciation and amortization       (1,188,133)               (1,155,133)
                                         1,082,388                   958,568

Property, plant and equipment
  not used in operations,
    less accumulated depreciation          109,009                   114,288
Other assets                                48,835                    48,835
                                        $8,475,257                $8,796,034


     LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
  Accounts payable                      $1,092,256                 $1,277,763
  Accrued compensation                     146,024                    155,739
  Accrued taxes                             78,350                     56,449
  Other accrued liabilities                 95,984                    363,769
  Federal income tax payable                20,293                     25,656
    Total current liabilities            1,432,907                  1,879,376
     
Deferred federal income tax                 81,000                     82,000

Shareholders' equity:
  Common stock, par value $.33-1/3;
    3,000,000 shares authorized,
    1,081,191 shares issued                 360,400                   360,400
  Additional paid-in capital              2,034,088                 2,034,088
  Retained earnings                       4,666,862                 4,540,170
  Less common stock in treasury,
    at cost, 25,000 shares                 (100,000)                 (100,000)
                                          6,961,350                 6,834,658
                                         $8,475,257                $8,796,034

Note:  The  consolidated balance sheet at May  31, 1995 has been  taken from the
       audited financial statements.

                 See notes to consolidated financial statements.
                                                                    




                              HOWARD B. WOLF, INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                  
                                                       Three Months Ended
                                                           August 31,
                                                     1995               1994
                                                               
                                                          
Cash flows from operating activities:
Net income                                       $211,187           $206,364
Adustments to reconcile net income to net
  cash provided by operating activities--
  Depreciation and amortization                    38,279             32,280
  Provision for losses on accounts receivable      22,500             22,500
  Decrease in deferred federal income tax credit   (1,000)                 -
Net changes in assets and liabilities
  (Increase) decrease in accounts receivable        7,895           (389,698)
  Decrease in inventories                          25,860             32,995
  (Increase) decrease in prepaid expenses         (23,635)            22,170
Decrease in accounts payable
  and accrued liabilities                        (441,106)          (645,977)
(Increase) decrease in deferred 
  federal income tax benefit                        1,000             (9,500)
Increase (decrease) in federal
  income tax payable                               (5,363)           117,893
   
  Net cash used in operating activities          (164,383)          (610,973)

Cash flow from investing activities:
  Additions to property, plant and euqipment      (156,820)          (70,625)
    Net cash used in investing activities         (156,820)          (70,625)

Cash flow from financing activities:
  Cash dividends paid                              (84,495)          (73,933)
    Net cash used in financing activities          (84,495)          (73,933)

Net decrease in
  cash and cash equivalents                       (405,698)          (755,531)
Cash and cash equivalents
  at beginning of period                         1,375,569          1,790,060

Cash and cash equivalents
  at end of period                              $  969,871         $1,034,529




                 See notes to consolidated financial statements.

                                             



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

The consolidated balance sheet as of August 31, 1995 the consolidated statements
of operations and the  consolidated statements of cash flows for the three-month
periods ended August 31, 1995 and 1994 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 at August 31, 1995 and 1994 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 consolidated
financial statement  be read  in conjunction with  the financial  statements and
notes  thereto  included  in  the  Company's  May  31,  1995  annual  report  to
shareholders.  The results of operations for the three-month period ended August
31, 1995 are  not necessarily indicative of  the operating results for  the full
year ending May 31, 1996.

                                         August 31, 1995          May 31, 1995
Cash and cash equivalents consist of:
        Cash                               $  890,355             $   412,670
        Money market funds                     79,516                 134,075
        Matured funds at factor                     -                 828,824
                                           $  969,871             $ 1,375,569
                                                                       
Allowances for collection
  losses and discounts are:
        Collection losses                  $  102,734             $    88,128
        Discounts                               9,800                   9,682
                                           $  112,534             $    97,810

Inventories consist of:
        Raw materials                      $1,479,490             $ 1,381,292
        Work-in-process                       752,050                 984,509
        Finished goods                      1,767,460               1,659,059
                                           $3,999,000             $ 4,024,860

Accumulated depreciation on
  property, plant and equipment
  not used in operations is:               $  352,425             $   347,146

Provision for federal income
  tax detail is:
        Current tax expense                $  114,395              $  479,758
        Deferred tax benefit                        -                  49,000
                                           $  114,395              $  430,758

Cash flow information:
        Cash payments for interest         $   11,907              $   32,161

        Cash payments for
          federal income taxes             $  119,758              $  460,000



Item 2.  Management's Discussion and Analysis of
           Financial Condition and Results of Operations

LIQUIDITY AND CAPITAL RESOURCES

Working capital at  August 31, 1995 was  $5,802,118, an increase of  $7,157 from
May 31, 1995.   Cash and cash  equivalents decreased $405,698 during  the three-
month period  ended August  31,  1995.   Cash was  used to  fund normal  working
capital requirements,  including acquisition  of property,  plant and  equipment
additions,  payment of  dividends and  payment of  matured accounts  payable and
accrued liabilities.  Accounts receivable increased $30,395 primarily due to the
timing  of  shipments  during the  quarter.  Inventories  decreased  $25,860, or
approximately one percent.   Accounts payable and  accrued liabilities decreased
$441,106  primarily due  to payment  of normal  maturities and  accrued expenses
during the three-month period.

The current ratio at August 31, 1995  is 5 to 1 (4 to 1 at May 31, 1995).  Total
liabilities to  assets equals  eighteen percent (twenty-two  percent at  May 31,
1995).

The  Company factors  its accounts  receivable  with a  commercial  factor on  a
matured basis.  (Funds are remitted by the factor upon maturity of the invoices,
plus a set number of collection days).  The factor establishes a credit line per
customer on a  non-recourse basis.  Credit extended by the  company in excess of
the credit line is factored on a recourse basis.

Capital acquisition  and improvement  expenditures totaled  $156,820 during  the
three-month period  ended August 31, 1995.   It is estimated  that approximately
$100,000  additional capital  expenditures  will  be made  over  the next  three
quarters,  consisting  primarily  of  equipment  and  improvements  to  existing
facilities.   Funding  will come  from  cash flows  generated through  operating
activities.  No significant disposition  of equipment occurred during the three-
month period ended August 31, 1995.  It is expected that the Dallas facility
shown as property,  plant  and equipment  not  used in  operations  will be 
sold  for approximately $250,000 during the next three-month period.

The  Company does  not offer  a  retirement plan  nor offer  post  retirement or
employment benefits.  Accordingly, there will be no impact on the Company due to
SFAS 106, "Employers' Accounting for Postretirement Benefits Other Than
Pensions" and SFAS 112, "Employers' Accounting for Post Employment Benefits".

Based  on current  operations  and internally  generated cash  flows, management
believes that adequate  resources will be available  to meet current  and future
liquidity requirements.



RESULTS OF OPERATIONS

August 31,  1995 first quarter net  sales increased approximately five  and one-
half percent  compared to the first quarter of  the previous year.  The increase
resulted  primarily from  a slightly  stronger  product demand  and a  broadened
market base.


Cost  of   sales,  as  a   percentage  relationship  to  net   sales,  increased
approximately one and two-tenths  of one percentage point from the first quarter
last year.  The percentage increase resulted primarily from higher manufacturing
costs and sales allowances.

Selling, general  and administrative  expenses  decreased approximately  one-and
seven-tenths of one percentage point as  a percentage relationship to net  sales
compared  to  last year's  first  quarter.    The percentage  decrease  resulted
primarily  from higher  net  sales.   The  provision for  bad  debt expense  was
$22,500, the same as 1994.

Other income decreased approximately fifty-eight percent from the  first quarter
last year, resulting primarily  from a decrease in  rental income from  property
not used in operations.

Interest  income decreased approximately  seventy-seven percent compared  to the
first quarter of the previous year due primarily to lower average cash balances.

Interest  expense, compared  to  last year's  first  quarter, was  approximately
seventy  percent higher.   The  increase resulted  primarily from  higher factor
interest charges on recourse accounts receivable.

The federal income tax provision effective tax rate of 35.1 percent differs from
the statutory  rate (34  percent) as  a result  of nondeductible life  insurance
premiums,   nondeductible   portion    of   meals,   accelerated   depreciation,
capitalization of certain expenses in inventories and the difference between the
doubtful account reserve and writeoff,

                           Part II.  OTHER INFORMATION

Item 9.  No reports on  Form 8-K were filed during the three-month  period ended
August 31, 1995.

                                   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.

                                             HOWARD B. WOLF, INC.

               
                                             Eugene K. Friesen /s
                                             Eugene K. Friesen
                                             Senior Vice-President and Treasurer



                                             Howard B. Wolf /s 
                                             Howard B. Wolf
                                             Chairman

October 13, 1995