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                                    FORM 10-Q/A-1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

(Mark One)

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

             For the Quarterly Period Ended June 29, 1996

                                       OR

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

                         Commission File Number 1-9843 


                                MORGAN PRODUCTS LTD.
        (Exact name of registrant as specified in its charter)


               DELAWARE                           06-1095650
     (State or other jurisdiction            (I.R.S. Employer
        of incorporation or                  Identification No.)
            organization)


                469 McLaws Circle, Williamsburg, Virginia  23185
          (Address of principal executive offices, including zip code)


                                 (804) 564-1700
     (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 ( )

The number of shares outstanding of registrant's Common Stock, par value $.10
per share, at July 27, 1996 was 8,648,988; 2,386 shares are held in treasury.
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ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

      (a)      Exhibits

           Exhibit

           10.3     Asset Purchase Agreement dated as of July 22, 1996 by and
                    among Morgan Products Ltd., Tennessee Building Products,
                    Inc., Titan Building Products, Inc., James Fishel, James
                    Schulman and Tennessee Building Products, Inc.

                                   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.

                              MORGAN PRODUCTS LTD. 


Date: August 22, 1996         By  /s/ Douglas H. MacMillan
                                  Douglas H. MacMillan
                                  Vice President, Secretary and
                                  Chief Financial Officer
                                  (For the Registrant and as
                                  Principal Finance Officer)


                                  EXHIBIT INDEX

      Exhibit No.                                                       Page No.

      10.3          Asset Purchase Agreement dated as of July 22, 1996 by and
                    among Morgan Products Ltd., Tennessee Building Products,
                    Inc., Titan Building Products, Inc., James Fishel, James
                    Schulman and Tennessee Building Products, Inc.