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 September 30, 1995.

Commission File Number:             0-12661

Exact Name of Registrant as Specified in its Charter:         IMTEC, Inc.

State of Incorporation:                     Delaware

I.R.S. Employer Identification Number:                        03-0283466

Address of Principal Executive Offices:                 One Imtec Lane
                                                        Bellows Falls, VT  05101

Registrant's Telephone Number:              802-463-9502



         Indicate  by check  mark  whether  the  registrant  (1) has  filled 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  shorted  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. [X] YES [ ] NO





APPLICABLE ONLY TO CORPORATE ISSUERS:

         Indicate  the  number of  shares  outstanding  of each of the  issuer's
classes of common stock, as of the latest practicable date.

         Common shares outstanding as of November 10, 1995:   1,478,888







                                   IMTEC, INC.

                                      INDEX

                                                                         Page #
Part I            Financial Information

                  Condensed Balance Sheets -
                       September 30, 1995 and June 30, 1995               3 - 4

                  Condensed Statements of Income -
                       Three Months Ended
                           September 30, 1995 and 1994                     5

                  Condensed Statements of Cash Flows
                       Three Months Ended
                           September 30, 1995 and 1994                     6

                  Notes to Condensed Financial Statements                 7 - 8

                  Management's Discussion and Analysis of
                       Financial Condition and Results of Operations       9

Part II  Other Information

         Item 2   Changes in Securities                                    11

         Item 4   Submission of Matters to a Vote of
                  Security Holders                                         11

         Item 6   Exhibits and Reports on Form 8-K                         11

         Signatures                                                        12








                         PART I - FINANCIAL INFORMATION
                                   IMTEC, INC.
                            CONDENSED BALANCE SHEETS

                                                              September 30,             June 30,
                                                                 1995                    1995  .
                                                                (Unaudited)                 *
ASSETS

Current Assets:
                                                                                        
     Cash                                                    $  571,599                $  285,727
     Marketable Securities                                      400,000                   400,000
     Accounts and notes receivable: Trade, less allowance for doubtful accounts:
              September 30, 1995 - $103,951
                  June 30, 1995 - $101,042                    1,086,731                 1,640,008

     Inventories                                              1,278,372                 1,241,964
     Prepaid expenses and deferred charges                      112,614                    78,683
     Deferred income tax                                        148,489                   148,489

                  Total Current Assets                        3,597,805                 3,794,871

Plant and equipment                                           3,452,762                 2,266,232
Less: Accumulated depreciation                                2,318,812                 2,237,151
                                                              1,133,950                 1,029,081

Other Assets:
     Deposits     16,485                                         28,205
     Computer software less accumulated amortization
         of $335,987 in 1995 and $317,718 in 1995,              142,891                   161,160
     Other intangibles less accumulated amortization of,
         $384,730 in 1995 and $362,535 in 1995                  242,641                   254,859
                                                                385,532                   444,224


                                                           $  5,133,772              $  5,268,176
                                                              =========                 =========

* From audited financial statements.

                         The  accompanying  notes are an integral  part of these
condensed financial statements.








                         PART I - FINANCIAL INFORMATION
                                   IMTEC, INC.
                      CONDENSED BALANCE SHEETS (CONTINUED)

                                                              September 30,             June 30,
                                                                 1995                    1995  .
                                                                (Unaudited)                 *
LIABILITIES AND STOCKHOLDERS EQUITY

Current Liabilities
                                                                                        
     Notes payable - bank                             $               0         $               0
     Current installments of long term debt                           0                         0
     Current capital lease obligations                                0                         0
     Accounts payable                                           378,125                   636,721
     Income tax payable                                          95,780                     4,161
     Accrued liabilities
         Salaries and wages                                     103,564                   358,750
         Commissions                                            235,906                    67,113
         Other                                                  697,704                   801,872

                  Total Current Liabilities                   1,511,079                 1,868,617

Long term debt less current installments                              -                         -
Long term capital lease obligations                                   -                         -
                                                              1,511,079                 1,868,617

Stockholder's equity:
     Common stock - $.01 par value;
         authorized 5,000,000 shares, issued and outstanding:
         1,478,888 shares September 30, 1995
         1,470,138 shares June 30, 1995                          14,789                    14,701
     Additional paid-in capital                               2,227,102                 2,199,689
Retained Earnings   1,308,802                                 1,185,169

                  Total Stockholder's Equity                  3,622,693                 3,399,559

                                                           $  5,133,772              $  5,268,176
                                                               ========                  ========


* From audited financial statements.

                         The  accompanying  notes are an integral  part of these
condensed financial statements.









                                   IMTEC, INC.
                         CONDENSED STATEMENTS OF INCOME
                                   (Unaudited)

                                               Three Months Ended
                                                   September 30,
                                               1995           1994

                                                          
Net Sales                                 $2,580,110     $1,853,568
Cost of Sales                              1,426,444      1,029,984

              Gross Profit                 1,153,666        823,584

Selling, general and
     administrative expenses                 686,739        474,441
Research and development
     expenses        154,091                 113,526

              Operating Profit               312,836        235,617

Other Income (Expenses):
     Miscellaneous income
         and other expenses                   11,410             25
     Interest Expense                                      (10,484)

         Income (Loss) Before
              Income Taxes                   324,246        225,158

Income Tax Expense                           128,613         82,870

     Net Income   $  195,633              $  142,288
                                             =======        =======

Weighted average number of
     common shares and common
     shares equivalents outstanding        1,547,735     1,446,642

Earnings per common share and
     common share equivalents           $        .13  $        .10
                                             =======        =======


                         The  accompanying  notes are an integral  part of these
condensed financial statements.







                                   IMTEC, INC.
                       CONDENSED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                               Three Months Ended
                                                   September 30,
                                               1995           1994
Cash flows from operating activities:  
                                                               
     Net Earnings                              $195,633        $142,288 
          Adjust, to reconcile net earnings to, 
          net cash provided by operating activities:
         Depreciation & amortization of
         property plant, equipment
         and other assets                       122,125         122,058

     Decrease(inc.) in accounts receivable      553,277        (403,848)
     Decrease(inc.) income tax refundable             0         112,686
     Decrease (inc.) in inventory               (36,408)        (47,248)
     (Inc.) in prepaid expenses
         and other assets                       (22,211)        (15,672)
     Increase (dec.) in accounts payable       (258,596)         14,794
     Increase (dec.) in income tax payable       91,619               0
     Increase (dec.) in accrued liabilities    (190,561)        101,467
     Net cash provided by operating             454,878          26,525
Cash flows from (used in) investment activities:
     Expenditures for property & equipment,
         computer software and other
         intangible assets                     (196,507)        (74,747)
     Net cash used in invest. activities       (196,507)        (74,747)
Cash flows from (used in) financing activities:
     Proceeds form issuance of notes                            104,230
     Principal notes payable to bank
     Principal payments on long term debt                       (34,378)
     Principal payments under capital
         lease obligations                                       (2,477)
     Proceeds from issuance of stock             27,501           2,003
     Net cash provided by finance
         activities                              27,501          69,378
Net increase (decrease) in cash                 285,872          21,155
Cash at the beginning of period                 285,727           3,627
Cash at the end of period                     $ 571,599       $  24,782
                                                =======          ======
Supplemental Information Disclosures:
         Interest paid                                        $  10,484
         Income tax paid                       $ 36,994       $   1,378


                         The  accompanying  notes are an integral  part of these
condensed financial statements.

                                   IMTEC, INC.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)

1 -      Basis of Presentation

         The financial  information included herein is unaudited:  however, such
information  reflects all  adjustments  (consisting  solely of normal  recurring
adjustments)  which are,  in the  opinion of  management,  necessary  for a fair
statement of results for the interim periods.

         The results of  operations  for the three month period ended  September
30, 1995 are not  necessarily  indicative  of the results to be expected for the
full year.


2 -      Inventories


         Inventories consist of:
                                                     September 30,          June 30,
                                                          1995                 1995

                                                                           
Finished Products                                    $    25,844         $   403,512
Work in Process                                           59,700             121,200
Purchased Components                                   1,192,828           1,046,906
                                                       1,278,372           1,571,618
Less: Progress billing                                        --            (329,654)
                                                     $ 1,278,372         $ 1,241,964
                                                        ========            ========


         Inventory  cost  consisted  of the  cost of  purchased  components  and
supplies, manufacturing labor and manufacturing overhead.


3 -      Liability for Estimated Product Warranty

         On  September  30, 1995 and June 30,  1995,  the  Company had  provided
$277,268 and $289,906  respectively,  against future product warranties based on
its  experience  with  customer  claims.  Warranty  expenses  charged  to income
amounted to approximately $32,812 for the three month period ended September 30,
1995 and $13,924 for the three month period ended September 30, 1994.







4 -      Earnings (Loss) per Common Share

         Primary  earnings  per share were  computed  by dividing  net  earnings
(loss) by the  weighted  average  number of shares of common  stock  equivalents
outstanding  during the year,  if  dilutive.  Common  stock  equivalents  (stock
options and warrants)  are assumed to be exercised  when they are issued and the
proceeds used to repurchase  outstanding shares of the Company's common stock at
the average price during the period.

         The fully-diluted computation is performed using the same method as for
the primary  computation,  except that the proceeds from exercised stock options
and  warrants  are assumed to be used to  repurchase  outstanding  shares of the
Company's  common  stock at the higher of the average or  September  30,  market
price.

         The  average  number  of  common  share and  common  share  equivalents
entering into the  calculation of primary and  fully-diluted  earnings per share
are as follows:


                        Three months ended September 30,
                                                       1995                1994

                                                                           
Common shares                                          1,475,355           1,332,642
Options                                                   72,380              59,797
Warrants                                                      --              41,013
         Total for primary calculation                 1,547,735           1,433,452
Options                                                       --               9,780
Warrants                                                      --               3,410
         Total for fully-diluted calculation           1,547,735           1,446,642
                                                         =======             =======







                                   IMTEC, INC.
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS

                      Three Months Ended September 30, 1995
              as compared to Three Months Ended September 30, 1994

         Revenues  for the three  months  ended  September  30,  1995  increased
approximately 39.2% over the corresponding period in 1994.

         Revenues  from  the  sales  of  Industrial   Bar  Code  Equipment  were
$1,405,171  for the three months ended  September  30, 1995 compared to $713,120
for the same period in 1994.  Industrial  Bar Code Equipment  sales  represented
54.5% of total revenue for the three months ended September 30, 1995 compared to
38.5% for the same period last year. Approximately $732,000 represented sales to
a single customer  compared to  approximately  $350,000 for the same period last
year to the  same  customer.  Management  believes  that  the  upward  trend  in
Industrial  Bar Code  Equipment  sales will  continue  due to  additions  to the
machine sales force, expanded partnering and distribution  relationships and new
product  offerings.  The  machine  backlog,  exclusive  of the  single  customer
mentioned  above,  has increased from $396,616 at September 30, 1994 to $560,560
at September 30, 1995.

         Revenues from Bar Code labels and printing supplies were $1,174,939 for
the quarter ended  September 30, 1995 compared to $1,140,309 for the same period
last year.  Bar Code labels and  printing  supplies  represented  45.5% of total
revenue for the three months ended  September 30, 1995 compared to 61.5% for the
same period last year.  Management  believes that the relatively stable revenues
are  related  to  the  installation  of a new  coater  at  the  Company's  Media
production  facility during this quarter and attendant  delays in production and
shipping schedules.

         Cost of sales for the three months ended September 30, 1995 were 55.3%,
down slightly from 55.6% for the same period in 1994.

         Selling,  general and  administrative  expenses  were  $686,739 for the
quarter  ended  September 30, 1995 as compared to $474,441 for the quarter ended
September 30, 1994.  This  increase is the result of several steps taken:  1) to
reopen the  Company's  sales office in Dallas,  TX., 2) increase  attendance  at
various  industry trade shows,  3) increased paid  advertising in industry trade
magazines and 4) investment in product  support  materials.  Total backlog as of
September 30, 1995 was approximately $1,425,000,  all of which is expected to be
shipped by June 30, 1996,  compared to approximately  $3,400,000  (approximately
$911,000 of which was not related to a single customer's long standing order) as
of September 30, 1994. While overall backlog decreased, there was an increase in
backlog  of  orders  exclusive  of the  single  customer  mentioned  above  from
approximately  $911,000 as of September 30, 1994 to approximately  $1,425,000 as
of September 30, 1995.



         Development  and  engineering  expenses for the quarter ended September
30, 1995 were $154,091 (6.0% of sales)  compared to $113,526 (6.1% of sales) for
the same  period  last  year.  This  increase  reflects  ongoing  commitment  to
advancing the Company's technology and the efforts to bring several new products
to the market.

         Income tax expense is a direct  result of the  Company's  net income or
loss before taxes.

         Net  income for the  quarter  ended  September  30,  1995 was  $198,633
compared to $142,288 for the quarter ended  September 30, 1994. The major reason
for this increase is the increase in product sales.

         As of September 30, 1995, the Company's  principal available sources of
liquidity  were,  respectively,  from  operations  and a  $700,000  bank line of
credit, all of which was available as of September 30, 1995.

         Accounts  receivable  decreased  from  $1,640,008  at June 30,  1995 to
$1,086,731  at September 30, 1995, a direct result of the increase in efforts to
encourage  customers to pay within terms.  The average aged  receivable  dropped
from 74.3  days for the  quarter  ended  September  30,  1994 to 42 days for the
quarter ended September 30, 1995.

         Inventories  increased  slightly,  from  $1,241,964 at June 30, 1995 to
$1,278,372 at September 30, 1995.

         The Company's capital commitments for fiscal 1996 are expected to be at
the same level as fiscal 1995.

         The  Company  believes  that it will be able to offset  the  effects of
inflation by selected price  increases in its products,  although it can give no
assurances in this regard.







                           PART II - OTHER INFORMATION


Item 1 -      Legal Proceedings
              None

Item 2 -      Changes in Securities
              Not  applicable

Item 3 -      Defaults Upon Senior Securities
              None

Item 4 -      Submission if Matters to a Vote of Security Holders
              Not applicable

Item 5 -      Information
              None

Item 6 -      Exhibits and Reports on Form 8-K
              None







                                   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 hereunto duly authorized.

                                                                     IMTEC, INC.






                                        BY:____/s/ Richard L. Kalich___________
                                                      Richard L. Kalich
                                            President & Chief Executive Officer






                                         BY:____/s/ George S. Norfleet III_____
                                                     George S. Norfleet III
                                                      Secretary / Treasurer