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 period ended July 27, 1996.

[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934.
For the transition period from _________ to _________.

Commission File number 001-11814.

TSX CORPORATION
------------------------------------------------------
(Exact name of registrant as specified in its charter)

Nevada 74-2678034
- -------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

4849 N. Mesa, Suite 200
El Paso, Texas 79912
- ---------------------------------------- -------------
(Address of principal executive offices) (Zip Code)

(915) 533-4600
- --------------------------------------------------------------------------------
Registrant's telephone number, including area code

Not Applicable
- --------------------------------------------------------------------------------
Former name, former address and former fiscal year, if change 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 periods 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 [ ].

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 practical date.

Common stock, $.01 par value, 15,421,544 shares outstanding at August 30, 1996.
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INDEX

TSX CORPORATION AND SUBSIDIARY

PART I. FINANCIAL INFORMATION PAGE NO.

Item 1. Financial Statements (Unaudited)

Condensed Consolidated Balance Sheets --
July 27, 1996 and April 30, 1996 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

Condensed Consolidated Statements of Operations -- . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Three months ended July 27, 1996, and
July 29, 1995

Condensed Consolidated Statements of Cash Flows -- . . . . . . . . . . . . . . . . . . . . . . . . . 6
Three months ended July 27, 1996, and
July 29, 1995

Notes to Condensed Consolidated Financial
Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

PART II. OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

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PART I. FINANCIAL INFORMATION

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

TSX CORPORATION AND SUBSIDIARY

July 27, 1996 April 30, 1996
-------------------- ---------------------
(Expressed in Thousands)

ASSETS

CURRENT ASSETS
Cash and cash equivalents $ 28,368 21,688
Trade and other receivables, less allowances--
$341 at July 27, 1996 and
$335 at April 30, 1996 13,585 19,645
Inventories, net 14,408 12,041
Other current assets 878 853
Deferred income tax, net 950 959
-------- --------

TOTAL CURRENT ASSETS 58,189 55,186

PROPERTY, PLANT AND EQUIPMENT, Net 9,547 9,192
DEFERRED INCOME TAX, Net 4,008 3,813
OTHER ASSETS, Net 881 886

-------- --------
$ 72,625 69,077
======== ========

See notes to condensed consolidated financial statements.

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CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

TSX CORPORATION AND SUBSIDIARY

July 27, 1996 April 30, 1996
------------------- ---------------------
(Expressed in Thousands,
Except Share Data)

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable $ 4,518 3,545
Warranty reserve 122 169
Accrued expenses:
Salaries, wages and commissions 1,112 1,730
Taxes payable 2,646 3,841
Restructure reserve 108 108
Deferred income tax, net 2,918 2,336
Other 1,134 1,431
-------- --------

TOTAL CURRENT LIABILITIES 12,558 13,160
DEFERRED INCOME TAX, Net 0 6
-------- --------
TOTAL LIABILITIES 12,558 13,166

COMMITMENTS AND CONTINGENCIES - -

STOCKHOLDERS' EQUITY
Preferred stock, $.01 par value,
authorized 10,000,000 shares, none
issued and outstanding - -
Common stock, $.01 par value,
authorized 20,000,000 shares,
15,421,544 issued and outstanding
at July 27, 1996 and 15,350,615 at
April 30, 1996 154 154
Additional paid-in capital 35,149 34,487
Retained earnings from December 11, 1987 24,963 21,469
Cumulative Foreign Currency Adjustment (199) (199)
-------- --------

TOTAL STOCKHOLDERS' EQUITY 60,067 55,911
-------- --------

$ 72,625 69,077
======== ========

See notes to condensed consolidated financial statements.

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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

TSX CORPORATION AND SUBSIDIARY

Three Months Ended
July 27, '96 July 29, '95
------------- ------------
(Expressed in Thousands,
Except Share Data)

Net sales $ 21,173 20,327
Cost of sales 11,659 11,261
---------- ----------
Gross profit 9,514 9,066

Engineering, research and
development expense 937 739
Selling and administrative expense 4,254 3,624
---------- ----------

INCOME FROM OPERATIONS 4,323 4,703
Interest income 241 80
Other income, net of other expense 36 9
Foreign currency exchange gain 11 32
---------- ----------

INCOME BEFORE PROVISION
FOR INCOME TAXES 4,611 4,824
Provision for income taxes 1,115 1,622
---------- ----------

NET INCOME $ 3,496 3,202
========== ==========

Net Income per share $ 0.22 0.20
========== ==========
Weighted average shares and common
stock equivalents outstanding 16,177,035 16,021,047
========== ==========

See notes to condensed consolidated financial statements.

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

TSX CORPORATION AND SUBSIDIARY

Three Months Ended
July 27, 1996 July 29, 1995
------------------ -----------------
(Expressed in Thousands)

OPERATING ACTIVITIES
Net income $ 3,496 3,202
Adjustments to reconcile net income
to net cash provided by operating activities:
Depreciation and amortization 418 357
Charge in lieu of income tax and benefit from
exercise of stock options and warrants 316 1,812
Loss on sale of property, plant and equipment 8 ---
Provision for losses on accounts receivable 6 9
Foreign currency exchange gain (11) (32)
Net change in deferred income taxes net of
changes in the reserve 390 ---
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable 6,065 (2,595)
Increase in inventories and other current assets (2,381) (3,241)
(Increase) decrease in other assets 5 (1)
Increase (decrease) in accounts payable and
accrued expenses (1,502) 1,930
--------- ---------
Net cash provided by operating activities 6,810 1,441

INVESTING ACTIVITIES
Purchases of property, plant, and equipment (782) (1,054)
--------- ---------
Net cash and cash equivalents used by investing activities (782) (1,054)

FINANCING ACTIVITIES
Proceeds from issuance of common stock 662 688
--------- ---------
Net cash and cash equivalents provided by financing activities 662 688
Effect of exchange rate changes on cash and cash equivalents (10) (152)
--------- ---------
Increase in cash and cash equivalents 6,680 923
Cash and cash equivalents at beginning of period 21,688 7,294
--------- ---------
Cash and cash equivalents at end of period $ 28,368 8,217
========= =========

See notes to condensed consolidated financial statements.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

TSX CORPORATION AND SUBSIDIARY

NOTE A -- BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with the requirements of Article 10 of Regulation
S-X. Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete financial
statements. In the opinion of management, all adjustments (consisting of
normal recurring accruals) considered necessary for a fair presentation have
been included. These interim financial statements should be read in
conjunction with the consolidated financial statements and footnotes thereto
included in the Company's Annual Report on Form 10-K for the year ended April
30, 1996.

NOTE B -- INVENTORIES

The components of inventory consist of the following:

July 27, 1996 April 30, 1996
--------------- ----------------
(Expressed in Thousands)

Raw Materials $ 9,396 7,946
Work in process 3,003 2,453
Finished Goods 4,837 4,336
------- -------
17,236 14,735
Reserves (2,828) (2,694)
------- -------

$14,408 12,041
======= =======

Inventory reserves have been provided for excess inventory, obsolete inventory
and differences between inventory cost and its net realizable value.

NOTE C -- INCOME TAXES

As of July 27, 1996, net deferred tax assets were comprised of a realizable net
current and net noncurrent deferred tax asset of $1.0 million and $4.0 million,
respectively, and fully reserved deferred tax assets of $4.8 million, which
principally related to U.S. federal and state net operating loss carryforwards.
In accordance with the provisions of FAS No. 109, a valuation allowance of $4.8
million at July 27, 1996 was deemed adequate for these and other items which
were not considered probable of realization. The Company will continue to
review the deferred tax valuation allowance on a quarterly basis and make
adjustments as appropriate.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - CONTINUED

TSX CORPORATION AND SUBSIDIARY

Effective with the second quarter of fiscal 1997, the Company established a
different tax structure with a low tax jurisdiction advantage. Based on this
new tax structure, the Company expects to be subject to a 20% effective tax
rate in the second quarter and thereafter. As a result, the Company lowered
its first quarter effective tax rate from approximately 36% to 22% which
represents a weighted average of the expected effective tax rate for fiscal
year 1997. This lower effective tax rate of 22% had the effect of increasing
first quarter net income $0.7 million or $0.04 per share.

NOTE D -- STOCKHOLDERS' EQUITY

On June 5, 1996 the Company announced a three-for-two stock split of its common
stock to be effected in the form of a 50% stock dividend. The stock dividend
was distributed on July 18, 1996 to stockholders of record at the close of
business on June 28, 1996. All share and per share amounts reported in this
report have been adjusted to reflect the effect of the three-for-two stock
split.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

TSX CORPORATION AND SUBSIDIARY

NET SALES

For the quarter ended July 27, 1996, international demand for the Company's
cable television (CATV) fiber and radio frequency (RF) distribution segment's
products helped cause a 4% ($0.8 million) and 10% ($0.02) increase in
consolidated net sales and earnings per share, respectively, compared to the
prior year. Current quarter net sales to customers for CATV systems outside
the United States improved 66% ($2.7 million) over the prior year. This
international demand was responsible for the CATV fiber and RF distribution
segment's net sales increase of 18% ($3.0 million) over the prior year.

In contrast, the Company's advertising insertion segment posted significant
declines of 69% ($2.2 million) and 231% ($1.7 million) in net sales and income
from operations, respectively, versus the prior year. This segment's operating
results continue to be impacted by the poor performance of its digital
advertising insertion product. Technology problems in this digital product
prompted one customer to return one system during the first quarter.
Management is examining its strategic options with regard to the advertising
insertion segment.

Consolidated quarter end backlog of $22.3 million declined $1.8 million from
fiscal 1996 year-end on reduced domestic order input.

GROSS PROFITS

Consolidated gross profit of 45% for the current quarter remained unchanged
from the prior year on the strength of the CATV fiber and RF distribution
segment's improved gross profit of 47% versus prior year 44%. This segment's
gross profit percentage improvement, which was attributable to volume
efficiencies and a higher sales mix of more profitable CATV fiber optic
products, offset the advertising insertion segment's gross profit percentage
reduction of 46 percentage points from the prior year. During the current
quarter, advertising insertion segment gross profit percentage declined
significantly due to the digital ad insertion system return mentioned above and
related additional expenses.

OPERATING PROFITS

Consolidated engineering, selling and administrative expenses of 25% ($5.2
million) of net sales for the quarter increased from 21% ($4.4 million) for the
prior year quarter, due to additional spending in engineering and selling in
support of increased volume. Consolidated operating profit for the quarter was
$4.3 million, a decrease of $0.4 million from the operating profit of $4.7
million reported in the prior year. The reduction in operating profit was due
to increased engineering and selling expenses discussed above.

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MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS - CONTINUED

TSX CORPORATION AND SUBSIDIARY

OTHER INCOME/EXPENSES

Due to the strengthening of the U.S. dollar in relation to the Mexican peso and
weakening of the U.S. dollar in relation to the British pound, the Company's
foreign operations experienced an exchange gain of less than $0.1 million for
both the three month period ended July 27, 1996, and for the same period a year
earlier. The Company's foreign operations render the Company susceptible to
gains and losses from currency exchange rate fluctuations. The Company
anticipates that it will continue to be susceptible to such gains and losses
for the foreseeable future.

INCOME TAXES

Under Financial Accounting Standards No. 109 (FAS No. 109), the Company has
recorded deferred tax assets for the expected future benefit of net operating
loss carryforwards and items for which expenses have been recognized for
financial statement purposes, but that are expected to be deductible for tax
purposes in a future period, to the extent they are considered realizable. In
accordance with the provisions of FAS No. 109, a valuation allowance of $4.8
million at July 27, 1996 was deemed adequate for various net operating loss
carryforwards and other items which were not considered probable of
realization. The Company will continue to review the deferred tax valuation
allowance on a quarterly basis and make adjustments as appropriate.

LIQUIDITY AND CAPITAL RESOURCES

For the three months ended July 27, 1996, consolidated cash of $28.4 million
and working capital of $45.6 million increased $6.7 million and $3.6 million,
respectively, from fiscal 1996 year-end. Cash provided by operating
activities and sale of common stock, in connection with options exercised were
largely responsible for increased cash. Working capital increased primarily
due to increased cash.

The Company had a bank Revolving Credit Agreement (the "Credit Agreement")
which expired August 31, 1996. The Credit Agreement permitted borrowings of up
to $9.0 million, bearing interest at a minimum floating rate of prime to a
maximum of prime plus 0.5% determined by the Company's debt to tangible net
worth ratio, secured under a borrowing base formula by the Company's inventory
and accounts receivable. The Credit

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MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS - CONTINUED

TSX CORPORATION AND SUBSIDIARY

Agreement contained various covenants and conditions which are customary in
transactions of this type and which, in particular, prohibit the purchase or
redemption of the Company's common stock or the payment of dividends or any
other distributions to stockholders; prohibit debt-financed acquisitions
without the prior consent of the bank, unless the debt is subordinated to
indebtedness to the bank, or acquisition in which the Company is not the
surviving entity; and provide for certain minimum net worth and financial ratio
requirements. The Company was in compliance with such covenants at July 27,
1996 and has to date made no borrowings whatsoever under the Credit Agreement.
The Company is currently negotiating a one year extension of the Credit
Agreement on substantially the same terms and believes the extension will be
obtained although the bank is not committed to do so.

Management believes it has adequate cash to meet its operating needs through
April 30, 1997 and will continue to be able to obtain borrowing necessary to
meet its future cash needs should it continue to operate profitably.

During the three months ended July 27, 1996 and the last five fiscal years, the
Company has not paid dividends. Future dividend payments by TSX must be funded
from the proceeds of dividends paid to TSX by its Texscan subsidiary or
subsidiaries acquired in the future. It is the present policy of TSX's Board
of Directors to retain any future earnings of TSX to finance development of
TSX's business and/or to retire any future debt. No dividend payments are
anticipated within the foreseeable future.

The Company has no commitments for capital expenditures for amounts which are
not comparable to commitments made in prior year periods in the ordinary course
of business.

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TSX CORPORATION AND SUBSIDIARY

PART II. OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

The following exhibits are filed as part of this report:

Exhibit No. Exhibit Description Method of Filing
- ---------- ------------------- ----------------

11 Statement re Computation Submitted herein
of Per Share Earnings
27 Financial Data Schedule Submitted herein

(b) Reports on Form 8-K

During the quarter for which this report is filed, the Registrant filed one
report on form 8-K dated June 5, 1996 which reported the declaration of a
three-for-two stock split of the Company's common stock by the Board of
Directors. The split will be in the form of a stock dividend of one share of
the authorized but unissued common stock for each two shares of the issued and
outstanding common stock. The stock dividend was distributed on July 18, 1996
to stockholders of record at the close of business on June 28, 1996.

No financial statements were filed as part of such Form 8-K.

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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.

TSX Corporation
-----------------------------------
(Registrant)

Date September 9, 1996 /s/ Harold C. Tamburro
-------------------- -----------------------------------
Harold C. Tamburro,
Duly Authorized Officer
Vice President, Secretary and
Chief Financial Officer

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EXHIBIT INDEX

EXHIBIT NO. DESCRIPTION
----------- -----------

11 Statement re Computation of Per Share Earnings

27 Financial Data Schedule