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, 1996

                          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 15, 1996


  
                                      INDEX

                                                                   Page
                                                                  Number

     PART I.    FINANCIAL INFORMATION 

       Item 1.  Financial Statements

                Consolidated Statements of Operations
                  and Retained Earnings
                  Three months ended August 31, 1996
                  and August 31, 1995 (Unaudited)                    3

                Consolidated Balance Sheets
                  August 31, 1996 (Unaudited) and May 31, 1996       4

                Consolidated Statements of Cash Flows
                  Three months ended August 31, 1996
                  and August 31, 1995 (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                     8

  
  

                          Part I. FINANCIAL INFORMATION

     Item 1.    Financial Statements

                              HOWARD B. WOLF, INC.

           CONSOLIDATED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS
                                   (Unaudited)

                                                                           
                                                  Three Months Ended       
                                                                           
                                                       August 31,          
                                             1996               1995   
                                                                       
  Net Sales                               $3,630,878         $3,789,539
  Costs and expenses:
    Cost of sales                          2,412,723          2,537,607
    Selling, general and 
      administrative expenses                949,568            903,984
    Provision for bad debt expense            22,500             22,500
                                           3,384,791          3,464,091
                                             246,087            325,448
  Other income                                14,419              9,832
  Interest income                              7,215              2,209
  Interest expense                            (8,671)           (11,907)
  Income before federal income tax           259,050            325,582
  Federal income tax provision               (92,336)          (114,395)
  Net income                                 166,714            211,187
  Retained earnings-
    beginning of period                    5,074,237          4,540,170
  Cash dividends                             (84,495)           (84,495)
  Retained earnings-end of period         $5,156,456         $4,666,862

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

  Net income per share                          $.16               $.20

  Dividends paid per share                      $.08               $.08   

             See notes to consolidated financial statements.     
             

       
                            HOWARD B. WOLF, INC.
                        CONSOLIDATED BALANCE SHEETS

                                               August 31,        May 31,  
                                                  1996            1996
  ASSETS                                       (Unaudited)      (Audited)
                                                          
  Current assets:                                              
    Cash and cash equivalents                  $1,062,118       $1,261,987
    Accounts receivable (net)                   2,188,784        1,976,798
    Inventories                                 3,912,920        4,147,286
    Prepaid expenses                              124,921          160,367
    Deferred federal income tax benefit           235,000          177,000
      Total current assets                      7,523,743        7,723,438
   
  Property, plant and equipment                 2,374,748        2,340,711
    Less accumulated 
      depreciation and amortization            (1,325,013)      (1,286,013)
                                                1,049,735        1,054,698

  Property, plant and equipment
    not used in operations,                         5,810            5,810
  Other assets                                     49,665           49,665
                                               $8,628,953       $8,833,611                           
                   LIABILITIES AND SHAREHOLDERS' EQUITY                    
                                                                          
                                                                     
  Current liabilities:
    Accounts payable
      and accrued liabilities                 $1,011,933       $1,422,824
    Federal income tax payable                    89,076          (35,938)
      Total current liabilities                1,101,009        1,386,886
       
  Deferred federal income tax                     77,000           78,000
  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                          5,156,456        5,074,237
    Less common stock in treasury,
      at cost, 25,000 shares                    (100,000)        (100,000)
                                               7,450,944        7,368,725
                                              $8,628,953       $8,833,611

                            See accompanying notes

   
   
                             HOWARD B. WOLF, INC.

                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (Unaudited)
                                    
                                                       Three Months Ended
                                                            August 31,
                                                     1996            1995
                                                           
  Cash flows from operating activities:
  Net income                                      $   166,714    $  211,187
  Adjustments to reconcile net income to net
   cash provided by operating activities-
   Depreciation and amortization                       39,000        38,279  
   Provision for losses on accounts receivable         22,500        22,500  
   Decrease in deferred federal income tax credit      (1,000)       (1,000)
  Net changes in operating assets and liabilities-
   Accounts receivable                               (234,486)        7,895  
   Inventories                                        234,366        25,860  
   Prepaid expenses                                    35,446       (23,635)
   Accounts payable and accrued liabilities          (410,891)     (441,106) 
                   
   Federal income tax benefit                         (58,000)        1,000
   Federal income tax payable                         125,014        (5,363)
     Net cash  used in operating activities           (81,337)     (164,383)
  Cash flow from investing activities:
    Additions to property, plant and equipment        (34,037)     (156,820)
      Net cash used in investing activities           (34,037)     (156,820)
  Cash flow from financing activities:
    Cash dividends paid                               (84,495)      (84,495)
      Net cash used in financing activities           (84,495)      (84,495)
  Net decrease in
    cash and cash equivalents                        (199,869)     (405,698)
  Cash and cash equivalents
    at beginning of period                          1,261,987     1,375,569
  Cash and cash equivalents
    at end of period                               $1,062,118    $  969,871
      
               See notes to consolidated financial statements.

     
 
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

  The consolidated  balance sheet  as of August  31, 1996 the  consolidated
  statements of  operations and  the consolidated statements  of cash flows
  for  the three-month  periods ended  August 31,  1996 and 1995  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, 1996 and 1995 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 statements be read in conjunction  with
  the financial statements and notes thereto included  in the Company's May
  31, 1996 annual report  to shareholders.   The results of operations  for
  the  three-month  period  ended  August  31,  1996  are  not  necessarily
  indicative of  the operating  results for the  full year  ending May  31,
  1997.

                                        August 31, 1996        May 31,1996
  Cash and cash equivalents consist of:
          Cash                            $  244,480            $  138,018
          Money market funds                 142,963               516,165
          Matured funds at factor            674,675               607,804
                                          $1,062,118            $1,261,987
                                                                         
  Allowances for collection
    losses and discounts are:
          Collection losses               $   77,410            $   76,728
          Discounts                           13,623                 8,758
                                          $   91,033            $   85,486

  Inventories consist of:
          Raw materials                   $1,115,338            $1,195,129
          Work-in-process                    922,567               995,539
          Finished goods                   1,875,015             1,956,618
                                          $3,912,920            $4,147,286
    
  Accumulated depreciation on
    property, plant and equipment
    not used in operations is:            $  131,195            $  131,195
   
  Provision for federal income
    tax detail is:
          Current tax expense             $  151,336            $  458,194
          Deferred tax (benefit) expense     (59,000)                2,000
                                          $   92,336            $  460,194
                                
  Cash flow information:
          Cash payments for interest      $    8,830            $   48,108
          Cash payments for
            federal income taxes          $   26,322            $  519,758


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

  LIQUIDITY AND CAPITAL RESOURCES
  
  Working  capital  at August  31,  1996  was $6,422,734,  an  increase  of
  $86,182  from  May  31,   1996.  Cash  and  cash  equivalents   decreased
  approximately sixteen  percent during the three-month period ended August
  31, 1996.  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 approximately  eleven percent
  primarily due to the timing of shipments  during the quarter. Inventories
  decreased  approximately  six  percent.  Accounts  payable  and   accrued
  liabilities  decreased  approximately  nine  percent   primarily  due  to
  payment of normal maturities and accrued expenses  during the three-month
  period.

  The current ratio at  August 31, 1996 is  6.8 to 1 (5.5  to 1 at May  31,
  1996).  Total liabilities  to assets  equals fourteen  percent (seventeen
  percent at May 31, 1996).

  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 $34,037 during
  the  three-month period  ended  August 31,  1996.  It is  estimated  that
  approximately $65,000 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, 1996. 

  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, 1996  first quarter  net sales  decreased approximately  four
  percent  compared  to the  first  quarter  of  the previous  year.    The
  decrease resulted primarily  from a  slightly softer  product demand  and
  product sales mix.

  Cost  of sales,  as a  percentage relationship  to  net sales,  decreased
  approximately four-tenths of one percentage point from the  first quarter
  last year.   The  percentage  decrease resulted  primarily from  slightly
  lower manufacturing costs partially offset by higher sales allowances.
        
  Selling, general  and administrative expenses increased approximately two
  and  one-half of one percentage point as a percentage relationship to net
  sales compared  to last  year's first quarter.   The percentage  increase
  resulted   primarily   from  lower   net   sales   and  slightly   higher
  administrative costs. The  provision for  bad debt  expense was  $22,500,
  the same as 1995.

  Other income increased approximately  forty-seven percent from the  first
  quarter last  year,  resulting primarily  from rental  from property  not
  used in operations.

  Interest income  increased  approximately two  hundred  and twenty  seven
  percent  compared to the first quarter of the previous year due primarily
  to higher average cash balances.

  Interest  expense,   compared   to  last   year's   first  quarter,   was
  approximately  twenty   seven  percent  lower.   The  decrease   resulted
  primarily  from  lower  factor  interest  charges  on  recourse  accounts
  receivable.

  The  federal income  tax provision  effective tax  rate  of 35.6  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, 1996.

                                  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
                                     (Chief Accounting Officer)
   


                                      Howard B. Wolf /s
                                      Howard B. Wolf            
                                      Chairman of the Board

  October 15, 1996