10-K/A

             SECURITIES AND EXCHANGE COMMISSION
                WASHINGTON, D.C. 20549
                             
                        FORM 10-K/A
                             
                      Amendment No. 2
                              _________________
     (Mark One)
     
     [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
     THE
            SECURITIES EXCHANGE ACT OF 1934 
     
     For the fiscal year ended December 31, 1996
                           OR
     
     [  ]     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 1-3315
     
               PUBLICKER INDUSTRIES INC.
     (Exact name of registrant as specified in its charter)
     
                                                             
     Pennsylvania                                           
     23-0991870
                                  (State or other jurisdiction of
     incorporation or organization)         (I.R.S. Employer Identification No.)
     
     1445 East Putnam Avenue, Old Greenwich, Connecticut 06870
                                             (Address of principal
     executive offices)                          (Zip code)
             
     Registrant's telephone number, including area code: (203) 637-4500
     
     Securities Registered Pursuant to Section 12(b) of the Act:Title of each
     class Name of each exchange on which registered         
     Common Stock ($.10 par value) 
                            See Item 5  
     Rights to Purchase Class A Preferred Stock, First Series             
     
     Securities Registered Pursuant To Section 12(g) of the Act: None
                              
     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      .
     
     Indicate by check mark if disclosure of delinquent filers pursuant
     to Item 405 of Regulation S-K is not contained herein, and will
     not be contained, to the best of registrant's knowledge, in
     definitive proxy or information statements incorporated by reference 
     in Part III of this Form 10-K or any amendment to this Form 10-K.   X  
     
     As of January 31, 1997, the aggregate market value of the voting
     common stock held by non-affiliates of the registrant was
     $21,407,986.
     
     Number of shares of Common Stock outstanding as of January 31,
     1997: 15,380,585
     
       Documents Incorporated By Reference: None
     
                            
     
     The Form 10-K of Publicker Industries Inc. is amended for purposes
     of attaching the Financial Data Schedule as Exhibit 27.
     
                             
                             
                         SIGNATURE
                              
                      Pursuant to the requirements of Section 13 or 15 (d)
                      of the Securities Exchange Act
                      of 1934, the registrant has
                      duly caused this amendment to
                      be signed on its behalf by the
                      undersigned, hereunto duly
                      authorized.
    
    
                               PUBLICKER INDUSTRIES INC.                    
                               (Registrant)
    
                                Date   May 28, 1997              
                                By:  /s/ JAMES J. WEIS
                                                   
                                James J. Weis President,
                                Chief Executive Officer and
                                Director
    
                                    

EX-27

 

<ARTICLE> 5
       
                                                  
<PERIOD-TYPE>                   12-MOS                   12-MOS
<FISCAL-YEAR-END>                           DEC-31-1996            DEC-31-1995
<PERIOD-END>                                DEC-31-1996            DEC-31-1995
<CASH>                                       18,318,000                874,000
<SECURITIES>                                         0                       0
<RECEIVABLES>                                3,100,000               3,901,000
<ALLOWANCES>                                    92,000                  84,000
<INVENTORY>                                  2,506,000               2,887,000
<CURRENT-ASSETS>                            24,499,000              27,002,000
<PP&E>                                       5,882,000               5,363,000
<DEPRECIATION>                               1,778,000               1,619,000
<TOTAL-ASSETS>                              33,095,000              35,558,000
<CURRENT-LIABILITIES>                        7,065,000              24,889,000
<BONDS>                                      1,273,000               1,873,000
<COMMON>                                     1,604,000               1,541,000
<PREFERRED-MANDATORY>                                0                       0
<PREFERRED>                                          0                       0
<OTHER-SE>                                  12,392,000              (4,135,000)
<TOTAL-LIABILITY-AND-EQUITY>                33,095,000              35,558,000
<SALES>                                     24,143,000              26,956,000
<TOTAL-REVENUES>                            24,143,000              26,956,000
<CGS>                                       18,046,000              20,012,000
<TOTAL-COSTS>                               18,046,000              20,012,000
<OTHER-EXPENSES>                            11,640,000              10,323,000
<LOSS-PROVISION>                                     0                       0
<INTEREST-EXPENSE>                             847,000               1,887,000
<INCOME-PRETAX>                             (6,390,000)             (5,266,000)
<INCOME-TAX>                                 2,686,000                      0
<INCOME-CONTINUING>                         (3,704,000)            (5,266,000)  
<DISCONTINUED>                              14,699,000              4,975,000
<EXTRAORDINARY>                                      0                      0
<CHANGES>                                            0                      0
<NET-INCOME>                                10,995,000               (291,000)
<EPS-PRIMARY>                                      .65                   (.02)
<EPS-DILUTED>                                      .65                   (.02)