<PAGE>
                                   FORM 10-Q

                       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 quarter period ended September 30, 1997           
                             -------------------------------------------
                              
                                       OR
  
    (  )       TRANSITION PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

For the transition period from                    to                 
                                ----------------      -------------------

Commission File Number                0-2642                   
                       --------------------------------------------------

                           TRIDENT ROWAN GROUP, INC.       
              --------------------------------------------------
             (Exact name of registrant as specified in its charter)

             Maryland                                   52-0466460    
----------------------------------------------   ------------------------
(State or other jurisdiction of incorporation)  (I.R.S. Employer
                                                 Identification No.) 

                   Two Worlds Fair Drive, Somerset, NJ 08873              
              --------------------------------------------------
              (Address of principal executive offices - Zip Code)

                                (732) 868-9000                        
              --------------------------------------------------
              (Registrant's telephone number, including area code)

                                                                       
--------------------------------------------------------------------------------
                   (Former name, former address and former fiscal year, 
                         if changed 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
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  
                                                                  ----   ----

               APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

    Indicate by check mark whether the registrant has filed all documents
and reports required to be filed by Sections 12, 13 or 15(d) of the
Securities Exchange Act of 1934 subsequent to the distribution of
securities under a plan confirmed by court.  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 Stock
$0.01 par value, 5,130,160 shares. 

<PAGE>
                                      













                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                   PART I
                                      
                                      
                           FINANCIAL INFORMATION
                                      





















<PAGE>


TRIDENT ROWAN GROUP, INC
Consolidated Condensed Balance Sheets
September 30, 1997

<TABLE>
<CAPTION>

                                                               SEPT. 30       SEPT. 30       DEC. 31
                                                               1997           1997           1996
                                                               US$'000        LIRE M.        LIRE M.
                                                               UNAUDITED      UNAUDITED      NOTE
<S>                                                            <C>            <C>            <C>
ASSETS
CASH AND CASH EQUIVALENTS. . . . . . . . . . . . . . . . .     $  9,104 LIT.  15,696 LIT.     8,281
MARKETABLE SECURITIES, AT COST . . . . . . . . . . . . . .          555          956              -
RECEIVABLES. . . . . . . . . . . . . . . . . . . . . . . .       22,383       38,589         40,734
  TRADE, LESS ALLOWANCE LIT. 1,685 (LIT.1,300) . . . . . .       17,020       29,344         32,261
  FINANCE RECEIVABLES, LESS ALLOWANCE LIT.1,000 (LIT.2,400)         976        1,683          3,573
  RECEIVABLES FROM RELATED PARTIES . . . . . . . . . . . .        3,049        5,256             63
  OTHER RECEIVABLES. . . . . . . . . . . . . . . . . . . .        1,338        2,306          4,837
         
INVENTORIES. . . . . . . . . . . . . . . . . . . . . . . .       24,310       41,910         32,838
  RAW MATERIALS, SPARE PARTS AND WORK-IN-PROCESS . . . . .       15,893       27,399         22,256
  FINISHED PRODUCTS. . . . . . . . . . . . . . . . . . . .        8,417       14,511         10,582
         
PREPAID EXPENSES . . . . . . . . . . . . . . . . . . . . .        1,055        1,818          1,231
                                                                -------      -------        -------
TOTAL CURRENT ASSETS                                             57,407       98,969         83,084
                                                                -------      -------        -------
PROPERTY, PLANT AND EQUIPMENT. . . . . . . . . . . . . . .        8,884       15,316         13,922
  AT COST. . . . . . . . . . . . . . . . . . . . . . . . .       22,797       39,302         36,638
  LESS ALLOWANCES FOR DEPRECIATION . . . . . . . . . . . .      (13,913)     (23,986)       (22,716)
TRADEMARKS AND OTHER INTANGIBLE ASSETS, NET OF
  AMORTIZATION OF LIT. 1,125 (LIT. 750). . . . . . . . . .        2,248        3,875          4,250
GOODWILL, NET OF AMORTIZATION OF LIT. 438 (LIT. 283) . . .          794        1,368          1,515
REAL ESTATE FOR DEVELOPMENT, NET OF RESERVE OF LIT. 2,500.        2,030        3,500          3,500
REAL ESTATE  FOR SALE. . . . . . . . . . . . . . . . . . .            -            -         15,100
INVESTMENTS IN UNCONSOLIDATED COMPANIES. . . . . . . . . .          898        1,548          1,574
RECEIVABLES FROM RELATED PARTIES . . . . . . . . . . . . .        2,731        4,708          4,708
MARKETABLE & OTHER SECURITIES AND INVESTMENTS, AT COST . .        8,860       15,275         15,004
OTHER ASSETS . . . . . . . . . . . . . . . . . . . . . . .        7,340       12,655         13,855
                                                                -------      -------        -------
TOTAL ASSETS                                                   $ 91,192 LIT. 157,214 LIT.   156,512
                                                                -------      -------        -------
                                                                -------      -------        -------

</TABLE>

Note:  The balance sheet as at December 31, 1996 has been derived from the 
audited financial statements at that date but does not include all of the 
information and footnotes required by generally accepted accounting principles.

           See Notes to Consolidated Condensed Financial Statements

                                         3


<PAGE>

TRIDENT ROWAN GROUP, INC.
Consolidated Condensed Balance Sheets
September 30, 1997

<TABLE>
<CAPTION>

                                                                   SEPT. 30         SEPT. 30      DEC. 31      
                                                                     1997             1997          1996
                                                                   US$'000           LIRE M.      LIRE M.
                                                                 UNAUDITED          UNAUDITED      NOTE
<S>                                                              <C>                <C>           <C>

LIABILITIES
ADVANCES FROM BANKS. . . . . . . . . . . . . . . . . . . .       $  20,204  LIT.     34,832 LIT.   25,344
ADVANCES FROM BANKS FOR FINANCE ACTIVITIES . . . . . . . .           1,274            2,197         4,439
CURRENT PORTION OF LONG-TERM REAL ESTATE DEBT. . . . . . .               -                -         4,998
CURRENT PORTION OF OTHER LONG-TERM DEBT. . . . . . . . . .           1,480            2,551         2,270
ACCOUNTS PAYABLE . . . . . . . . . . . . . . . . . . . . .          15,210           26,223        25,571
ACCRUED EXPENSES AND OTHER PAYABLES. . . . . . . . . . . .           6,541           11,276        11,434
                                                                 ---------          -------       -------
TOTAL CURRENT LIABILITIES                                           44,701           77,079        74,056
                                                                 ---------          -------       -------
LONG-TERM REAL ESTATE DEBT, LESS CURRENT PORTION . . . . .              -                 -         4,714
OTHER LONG-TERM DEBT, LESS CURRENT PORTION . . . . . . . .          6,353            10,953        11,754
TERMINATION INDEMNITIES. . . . . . . . . . . . . . . . . .          5,035             8,680         8,031
PROVISION FOR CLAIMS . . . . . . . . . . . . . . . . . . .          1,897             3,270         3,270
MINORITY INTERESTS . . . . . . . . . . . . . . . . . . . .          8,277            14,267        14,788
PREFERRED STOCK OF SUBSIDIARY. . . . . . . . . . . . . . .          6,235            10,749         5,101

COMMON STOCK SUBJECT TO REPURCHASE . . . . . . . . . . . .         10,002            17,244        13,968

SHAREHOLDERS' EQUITY                                                8,684            14,972        20,830
  COMMON STOCK, PAR VALUE $0.01 PER SHARE:                                 
  AUTHORIZED 50,000,000 SHARES; 5,130,160 (3,902,540) 
  SHARES ISSUED AND OUTSTANDING; LESS 947,260 (849,640) 
  SUBJECT TO REPURCHASE. . . . . . . . . . . . . . . . . .             51                88            69
  ADDITIONAL PAID IN CAPITAL . . . . . . . . . . . . . . .          5,239            88,336        77,145
  TREASURY STOCK, AT COST. . . . . . . . . . . . . . . . .        (16,161)          (27,861)      (27,411)
  CUMULATIVE TRANSLATION  ADJUSTMENT . . . . . . . . . . .           (147)             (254)        1,854
  ACCRETION EXPENSE AND RELATED EXCHANGE MOVEMENTS . . . .         (1,169)           (2,016)          100
  DEFICIT. . . . . . . . . . . . . . . . . . . . . . . . .        (25,129)          (43,321)      (30,927)
                                                                 ---------          -------       -------
                                                                 $ 91,192 LIT.      157,214 LIT.  156,512
                                                                 ---------          -------       -------
                                                                 ---------          -------       -------
</TABLE>

Note:  The balance sheet as at December 31, 1996 has been derived from the 
audited financial statements at that date but does not include all of the 
information and footnotes required by generally accepted accounting principles.

           See Notes to Consolidated Condensed Financial Statements

                                         4


<PAGE>

TRIDENT ROWAN GROUP, INC.
Unaudited Consolidated Condensed Statements of Operations
3 Months Ended September 30, 1997 and 1996

<TABLE>
<CAPTION>
                                                             SEPT. 30           Sept. 30         SEPT. 30
                                                              1997                1997            1996
                                                             US $'000           LIRE M.          LIRE M.
<S>                                                          <C>               <C>              <C>
NET SALES. . . . . . . . . . . . . . . . . . . . . . .       $  13,528 LIT.     23,323 LIT.        17,042

COST OF SALES. . . . . . . . . . . . . . . . . . . . . . .     (12,050)        (20,775)           (15,024)
                                                             ---------       ---------          ---------
                                                                 1,478           2,548              2,018
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES . . . . . . .      (3,395)         (5,853)            (4,362)
RESEARCH AND DEVELOPMENT . . . . . . . . . . . . . . . . .        (288)           (496)              (287)
RENTAL INCOME. . . . . . . . . . . . . . . . . . . . . . .          16              28                348
RESERVE FOR VALUE OF REAL ESTATE PROPERTIES. . . . . . . .           -               -             (2,950)
OTHER INCOME, NET. . . . . . . . . . . . . . . . . . . . .         226             389                314
                                                             ---------       ---------          ---------
                                                                (1,963)         (3,384)            (4,919)
INTEREST EXPENSE . . . . . . . . . . . . . . . . . . . . .        (571)           (984)            (1,705)
INTEREST INCOME. . . . . . . . . . . . . . . . . . . . . .         545             939              1,279
                                                             ---------       ---------          ---------
LOSS FROM OPERATIONS BEFORE INCOME TAXES 
  AND MINORITY INTERESTS . . . . . . . . . . . . . . . . .      (1,989)         (3,429)            (5,345)
INCOME TAXES . . . . . . . . . . . . . . . . . . . . . . .         (88)           (151)                (8)
MINORITY INTERESTS . . . . . . . . . . . . . . . . . . . .         117             202               (127)
AMORTIZATION OF PREMIUM FOR REDEMPTION OF
  PREFERRED STOCK OF SUBSIDIARY. . . . . . . . . . . . . .        (425)           (732)                 -
                                                             ---------       ---------          ---------
NET LOSS . . . . . . . . . . . . . . . . . . . . . . . . .   $  (2,385) Lit.    (4,110) LIT.       (5,480)
                                                             ---------       ---------          ---------
                                                             ---------       ---------          ---------

LOSS PER SHARE                                                     US $          LIRE             LIRE

NET LOSS PER SHARE . . . . . . . . . . . . . . . . . . . .   $   (0.46)           (801)            (1,155)
                                                             ---------       ---------          ---------
                                                             ---------       ---------          ---------
WEIGHTED AVERAGE NUMBER OF COMMON SHARES
  OUTSTANDING DURING THE PERIOD. . . . . . . . . . . . . .   5,130,160       5,130,160          4,742,865
                                                             ---------       ---------          ---------
                                                             ---------       ---------          ---------

</TABLE>

           See Notes to Consolidated Condensed Financial Statements

                                         5



<PAGE>

TRIDENT ROWAN GROUP, INC.
Unaudited Consolidated Condensed Statements of Operations
9 Months Ended September 30, 1997 and 1996

<TABLE>
<CAPTION>
 
                                                             SEPT. 30        SEPT. 30        SEPT. 30
                                                               1997            1997            1996
                                                             US $'000         LIRE M.         LIRE M.
<S>                                                        <C>            <C>              <C>
NET SALES  . . . . . . . . . . . . . . . . . . . . . . . . $   44,437     LIT.   76,610    LIT.  66,043
COST OF SALES . . . . . . . . .  . . . . . . . . . . . . .    (38,551)          (66,462)        (56,821)
                                                           ----------     -------------    ------------
                                                                5,886            10,148           9,222
         
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES . . . . . . .    (10,213)          (17,607)        (14,179)
RESEARCH AND DEVELOPMENT . . . . . . . . . . . . . . . . .       (808)           (1,393)           (613)
RENTAL INCOME. . . . . . . . . . . . . . . . . . . . . . .        245               423           1,098
RESERVE FOR VALUE OF REAL ESTATE PROPERTIES. . . . . . . .          -                 -          (2,950)
OTHER INCOME, NET. . . . . . . . . . . . . . . . . . . . .      1,528             2,635             227
                                                            ---------     -------------    ------------
                                                               (3,362)           (5,794)         (7,195)

INTEREST EXPENSE . . . . . . . . . . . . . . . . . . . . .     (2,068)           (3,565)         (4,882)
INTEREST INCOME. . . . . . . . . . . . . . . . . . . . . .      1,002             1,728          (3,318)
                                                            ---------     -------------    ------------
         
LOSS FROM OPERATIONS BEFORE INCOME TAXES
  AND MINORITY INTERESTS . . . . . . . . . . . . . . . . .     (4,428)           (7,631)         (8,759)
INCOME TAXES . . . . . . . . . . . . . . . . . . . . . . .       (258)             (445)           (600)
MINORITY INTERESTS . . . . . . . . . . . . . . . . . . . .        302               521            (476)
AMORTIZATION OF PREMIUM FOR REDEMPTION OF
 PREFERRED STOCK OF SUBSIDIARY . . . . . . . . . . . . . .     (1,575)           (2,715)              -
CHARGE FOR ISSUANCE OF WARRANTS. . . . . . . . . . . . . .     (1,232)           (2,124)              -
                                                            ---------     -------------   -------------
NET LOSS . . . . . . . . . . . . . . . . . . . . . . . . .  $  (7,191)    LIT.  (12,394)  LIT.    (9,835)
                                                            ---------     -------------   --------------
                                                            ---------     -------------   --------------

LOSS PER SHARE . . . . . . . . . . . . . . . . . . . . . .    US $             LIRE             LIRE

NET LOSS PER SHARE . . . . . . . . . . . . . . . . . . . .  $   (1.62)           (2,800)         (2,073)
                                                            ---------     -------------   -------------
                                                            ---------     -------------   -------------
WEIGHTED AVERAGE NUMBER OF COMMON SHARES . . . . . . . . .                                         
  OUTSTANDING DURING THE PERIOD. . . . . . . . . . . . . .  4,426,216         4,426,216       4,742,865
                                                            ---------     -------------   -------------
                                                            ---------     -------------   -------------

</TABLE>
                                                                   
              See Notes to Consolidated Condensed Financial Statements

                                       6
<PAGE>

TRIDENT ROWAN GROUP, INC.
Unaudited Consolidated Condensed Statements of Cash Flows
9 Months Ended September 30, 1997 and 1996

<TABLE>
<CAPTION>
                                                             SEPT. 30        SEPT. 30        SEPT. 30
                                                               1997            1997            1996*
                                                             US $'000         LIRE M.         LIRE M.
<S>                                                        <C>            <C>              <C>

NET LOSS . . . . . . . . . . . . . . . . . . . . . . . . .     (7,191)        (12,394)         (9,835)
         
ADJUSTMENTS TO RECONCILE NET LOSS TO NET         
 CASH USED BY OPERATING ACTIVITIES:. . . . . . . . . . . .        271             465           4,356
                                                             --------       ---------        --------
NET CASH USED BY OPERATING ACTIVITIES. . . . . . . . . . .     (6,920)        (11,929)          5,479
                                                             --------       ---------        --------
INVESTING ACTIVITIES:

NET DECREASE/(INCREASE) IN INVESTMENTS AND SECURITIES. . .       (742)         (1,280)          2,007
SALE/PURCHASE OF  SUBSIDIARIES, LESS CASH 
  DISPOSED/ACQUIRED  . . . . . . . . . . . . . . . . . . .      2,353           4,057             548
PROCEEDS FROM DISPOSAL OF FIXED ASSETS . . . . . . . . . .         39              67           2,070
PURCHASES OF PROPERTY, PLANT AND EQUIPMENT . . . . . . . .     (1,132)         (1,951)          4,601
                                                             --------        --------        --------
NET CASH PROVIDED/(USED) BY INVESTING ACTIVITIES . . . . .        518             893              24
                                                             --------        --------        --------
FINANCING ACTIVITIES:

INCREASE IN ADVANCES FROM BANKS. . . . . . . . . . . . . .      4,203           7,246           6,275
SALE OF PREFERRED STOCK OF SUBSIDIARY. . . . . . . . . . .      1,701           2,933               -
PROCEEDS FROM SHARE ISSUES . . . . . . . . . . . . . . . .      5,949          10,256               -
REPURCHASES OF SHARES. . . . . . . . . . . . . . . . . . .       (261)           (450)              -
PROCEEDS FROM LONG-TERM DEBT . . . . . . . . . . . . . . .         55              94             752
PRINCIPAL PAYMENTS OF LONG-TERM DEBT . . . . . . . . . . .     (1,033)         (1,781)         (4,967)
                                                             --------         -------        --------
NET CASH PROVIDED BY FINANCING ACTIVITIES. . . . . . . . .     10,614          18,285           2,060
                                                             --------         -------        --------
INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS . . . . .      4,212           7,262          (3,395)
EFFECT OF EXCHANGE RATE CHANGE ON CASH AND
 CASH EQUIVALENTS. . . . . . . . . . . . . . . . . . . . .         89             153            (164)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD . . . . . .      4,803           8,281          24,137
                                                             --------         -------        --------
CASH AND CASH EQUIVALENTS, END OF PERIOD . . . . . . . . .      9,104          15,696          20,578
                                                             --------         -------        --------
                                                             --------         -------        --------
</TABLE>
 * Reclassified to conform to September 30, 1997 presentation

SUPPLEMENTAL INFORMATION ON NON-CASH TRANSACTIONS

As described in Note 2, the Company disposed of its real estate subsidiary in 
the first quarter of 1997, eliminating real estate of Lit. 15,100 million and 
real estate loans of Lit. 9,379 million.  The Company received Lit. 4,468 
million of the sales proceeds in the period to September 30, 1997, included, 
net of Lit. 411 million cash disposed,  in the item "Sale/purchase of 
subsidiaries net of cash disposed/acquired".  The amount outstanding of Lit. 
1,610 million is included in related party receivables.

             See Notes to Consolidated Condensed Financial Statements

                                       7


<PAGE>

TRIDENT ROWAN GROUP, INC.
Notes to the Consolidated Condensed Financial Statements
September 30, 1997

NOTE 1   BASIS OF PRESENTATION

The accompanying unaudited consolidated condensed financial statements have 
been prepared in accordance with the instructions to Form 10-Q.  Certain  
information and footnote disclosures normally included in financial 
statements prepared in accordance with generally accepted accounting 
principles have been condensed or omitted. For a summary of the Registrant's 
accounting principles, and other footnote information, reference is made to 
the Registrant's 1996 Annual Report on Form 10-K. All adjustments necessary 
for the fair presentation of the results of operations for the interim 
periods covered by this report have been included. All of such adjustments 
are of a normal and recurring nature.  The results of operations for the 
three and nine months ended September 30, 1997 are not necessarily indicative 
of the operating results for the full year.

The primary financial statements are shown in Italian lire because all of the 
Company's material operating entities are based and operate in Italy. 
Translation of lire amounts into U.S. Dollar amounts is included solely for 
the convenience of the readers of the financial statements and has been made 
at the rate of Lire 1,724 to U.S. $1, the approximate exchange rate at 
September 30, 1997. It should not be construed that the assets and 
liabilities, expressed in US dollar equivalents, can actually be realized in 
or extinguished by U.S. dollars at that or any other rate.

In February, 1997, the FASB issued Statement No. 128, "Earnings per Share", 
which is required to be adopted in 1998. Implementation of Statement No. 128, 
which will require the Company to report "Basic Earnings per Share" and 
"Diluted Earnings per Share", will not have a material impact on the earnings 
per share amounts as currently reported by the Company.

NOTE 2   DISPOSAL OF REAL ESTATE SUBSIDIARY

On March 18, 1997, the Company entered into an agreement to sell its Cologne, 
Italy property to a Company affiliated with Rag. Bertoni, a shareholder of 
the Company and of Finprogetti, the Company's then largest shareholder (See 
also Note 4 below). The agreement was consummated on April 15, 1997 by 
transfer of the shares of Finprogetti Investimenti Immobiliari S.p.A., the 
subsidiary holding the Cologne property. Under the terms of the agreement, 
the purchaser assumed the mortgage loans over the property and paid Lit. 500 
million on March 18, 1997, Lit. 1,928 million on April 15, 1997.  A further 
Lit. 2,040 million was received on July 1, 1997 and Lit. 2,040 million is due 
on December 31, 1997. 120,000 shares of the Company's common stock  were 
deposited as security for the final installment.


                                       8

<PAGE>

TRIDENT ROWAN GROUP, INC.
Notes to the Consolidated Condensed Financial Statements
September 30, 1997

NOTE 2   DISPOSAL OF REAL ESTATE SUBSIDIARY (CONTINUED)

The Company has granted the purchaser an option to settle the final 
installment in cash of  Lit. 2,040 million or by way of paying in up to 
120,000 shares of the Company's common stock to be valued at the higher of 
$10.00 and the market value of the shares as at December 31, 1997. The 
Company reclassified these 120,000 shares subject to the option from 
'Shareholders' equity' to 'Shares subject to repurchase' at their estimated 
fair value, at the date of the transaction,  of $8.00 (Lit. 13,416) per share 
for an amount of Lit. 1,610 million ($960,000).

The net amount due in respect of the last installment, adjusted to reflect 
the fair value of the 120,000 shares, of Lit. 1,610 million, is included in 
the Balance Sheet in "Receivables from Related Parties".

As part of the agreement, the Company has also guaranteed 80% of the current 
level of rentals for a period of one year in the case that the existing 
rental contract is not renewed in July 1998. The Company has the right, in 
such circumstances, to seek other tenants and mitigate this contingent 
liability.

NOTE 3   COMPLETION OF SALE OF PREFERRED STOCK OF SUBSIDIARY

The Company's newly formed wholly-owned subsidiary, Moto Guzzi Corp., 
acquired all of the equity interest of the Company in Moto Guzzi S.p.A. and 
in Moto America Inc. in exchange for 6,000,000 shares of common stock of Moto 
Guzzi Corp.  In December 1996 and January 1997, Moto Guzzi Corp. consummated 
a private offering of convertible preferred stock and common stock purchase 
warrants which raised an aggregate of approximately $5,250,000 (Lit. 8,034 
million at the then prevailing exchange rates) for Moto Guzzi Corp., net of 
expenses. Moto Guzzi Corp. issued 1,500,000 units, each consisting of one 
share of Class A Convertible Preferred Stock and one common stock purchase 
warrant exercisable for three years for the lesser of $4.00 or the initial 
public offering price of the common stock.  The preferred stock is 
convertible at the option of the holder into an equal number of shares of 
common stock, subject to adjustment to protect against events of dilution and 
is automatically converted upon consummation of an initial public offering of 
Moto Guzzi Corp. common stock which raises gross proceeds of at least 
$8,000,000.  The conversion rate for the preferred stock in such event will 
be the lesser of the then applicable conversion rate or 75% of the per share 
initial offering price.  If such an initial public offering is not 
consummated by June 30, 1998, the holders of a majority of the shares of 
preferred stock will have the right to select a majority of the Moto Guzzi 
Corp. board of directors.  The holders of the Preferred Stock also have a 
right to redeem their shares at $8.00 per share if no public offering is 
completed on or before January 16, 2002.


                                       9

<PAGE>

TRIDENT ROWAN GROUP, INC.
Notes to the Consolidated Condensed Financial Statements
September 30, 1997

NOTE 3 COMPLETION OF SALE OF PREFERRED STOCK OF SUBSIDIARY (CONTINUED)

The Moto Guzzi Corp. preferred stock was recorded in the consolidated balance 
sheet as preferred stock of subsidiary in the amount of Lit. 5,101 million at 
December 31, 1996 and a further Lit. 2,933 million was recorded in January 
1997 as a result of the completion of the private placement. At September 30, 
1997, the Company has recorded Lit. 2,715 million as accretion expense in the 
statement of operations to reflect amortization of the difference between the 
net proceeds received and the contingent redemption of such shares in January 
2002 and the effects of changing exchange rates on such repurchase commitment.

NOTE 4  CHANGE OF CONTROL

Finprogetti S.p.A., the largest shareholder of the Company, sold to Tamarix 
Investors, LDC on May 2, 1997, 900,000  shares of the Company's common stock. 
Tamarix and Finprogetti agreed that Finprogetti shall have a put right and 
Tamarix shall have a call right with respect to an additional 735,000 shares 
of common stock owned by Finprogetti.  The put option is exercisable for a 
one year period, beginning on May 3, 1998 and the call option is exercisable 
during the two years through May 2, 1999.  During such two year period, 
Tamarix has a proxy from Finprogetti to vote such 735,000 shares.

In addition, Finprogetti delivered the resignations from the Company's Board 
of Directors of five persons who had been nominated at the request of 
Finprogetti.  In connection with the foregoing the Company entered an 
agreement on April 8, 1997 to (a) engage Tamarix Capital Corporation to 
provide financial advisory services to the Company at a cost of $200,000 per 
year, (b) issue to Centaurus Management LDC, the Manager of Tamarix, a 
warrant to purchase 1,250,000 shares of common stock with an exercise price 
equal to the offering price per share of common stock of $6.00 in the public 
securities offering of the Company completed on June 6, 1997 (See Note 5, 
below), exercisable for a three year period, (c) register the shares of the 
Company purchased from Finprogetti as well as the shares underlying such 
warrants, and (d) cause the By-Laws or the Articles of Incorporation of the 
Company to be amended to provide for (i) a staggered Board of Directors which 
shall include at least one person nominated by Tamarix in each of the three 
classes, (ii) provide for a representative of Tamarix to be Chairman of the 
Board of the Company, (iii) provide that Tamarix's consent will be required 
to further amend the Company's Articles of Incorporation, and (iv) require 
that the Board of Directors be expanded and limited to not more than 11 
members, such Board to include the Tamarix nominees and an additional three 
independent directors who are experienced in business matters and otherwise 
reasonably acceptable to Tamarix.

           

                                       10

<PAGE>

TRIDENT ROWAN GROUP, INC.
Notes to the Consolidated Condensed Financial Statements
September 30, 1997

NOTE 4  CHANGE OF CONTROL (CONTINUED)

The Company estimated the fair value of the warrants issued to Centaurus 
Management LDC, the manager of Tamarix Investors LDC, as an inducement to 
acquiring Finprogetti S.p.A.'s shares of the Company's common stock, at $1 
per warrant.  The Company has accounted for the issuance of the warrants by 
crediting additional paid-in capital in the amount of $1,250,000, Lit. 2,124 
million at the then prevailing exchange rate, and charging such amount to the 
statement of operations as a charge for issuance of warrants.

NOTE 5  PUBLIC OFFERING OF THE COMPANY'S SECURITIES

On June 6, 1997, the Company completed a public offering of its securities 
(the "Offering"), issuing 1,250,000 shares of common stock at $6.00 per share 
and 1,437,500 Redeemable Common Stock Purchase Warrants at $0.10 per Warrant. 
 Each Warrant is exercisable for five years at an exercise price of $7.20 per 
share of Common Stock. The Company may redeem the Warrants at a price of 
$0.01 per Warrant at any time if notice of not less than 30 days is given and 
the last sale price of the Common Stock has been at least $9.60 on all 20 
trading days ending on the third day prior to the day on which notice is 
given.  The Company also sold for $100 to GKN Securities Corp., the Company's 
Representative for the Offering, an option to purchase up to 125,000 shares 
of Common Stock and/or 125,000 Warrants. The option is exercisable for four 
years commencing June 6, 1998 at an exercise price of $6.12 per share of 
Common Stock and $0.102 per Warrant.

The gross proceeds of the Offering amounted to $7,643,750 and the net 
proceeds, after underwriting commissions and other costs, received by the 
Company amounted to approximately $6,037,000, equivalent to Lit. 10,256 
million at the then prevailing exchange rate.

                                       11

<PAGE>


TRIDENT ROWAN GROUP, INC.
Management's Discussion and Analysis of Financial Conditions
and Results of Operations

RESULTS OF OPERATIONS
3 MONTHS TO SEPTEMBER 30, 1997


                                     1997              1996
                                    LIRE M.           LIRE M.
Net sales........................   23,323   100.0%   17,042   100.0%
Cost of sales....................  (20,775)  (89.1%) (15,024)  (88.2%)
                                   -------           -------
                                     2,548    10.9%    2,018    11.8%
Selling, general and
 administrative expenses.........   (5,853)  (25.1%)  (4,362)  (25.6%)
Research & product development...     (496)   (2.1%)    (287)   (1.7%)
Rental income....................       28     0.1%      348     2.0%
Reserves for value of real
 estate..........................        -       -    (2,950)  (17.3%)
Other income, net................      389     1.7%      314     1.8%
                                   -------           -------
                                    (3,384)  (14.5%)  (4,919)  (28.9%)
Interest expense.................     (984)   (4.2%)  (1,705)  (10.0%)
Interest income..................      939     4.0%    1,279     7.5%
                                   -------           -------
Loss before income taxes and
 minority interests..............   (3,429)  (14.7%)  (5,345)  (31.4%)
Income taxes.....................     (151)   (0.6%)      (8)   (0.0%)
Minority interests...............      202     0.9%     (127)   (0.7%)
Amortization of premium for 
 redemption of preferred stock of
 subsidiary......................     (732)   (3.1%)       -       -
                                   -------           -------
Net loss.........................   (4,110)  (17.6%)  (5,480)  (32.2%)
                                   -------           -------
                                   -------           -------

NET SALES                      1997           1996       %CHANGE

Motorcycles*................  18,105         12,959       39.7%
Steel tubing................   4,661          3,534       31.9%
Corporate & other...........   1,354            807       67.8%
Intersegment eliminations...    (797)          (258)     208.9%
                              ------         ------      -----
                              23,323         17,042       36.9%
                              ------         ------      -----
                              ------         ------      -----

* Motorcycle segment sales net of intrasegment eliminations

The increase in net sales of motorcycles is due to higher sales at Moto 
America, the inclusion of the Moto Guzzi France which reports higher sales 
prices than at the factory and an improved sales mix with increased sales of 
larger, more expensive motorcycles.  Unit motorcycle sales increased by 32.5% 
in the third quarter of 1997 to 1,232. Third quarter 1996 motorcycle sales 
had been restricted due to the failure of certain suppliers to provide 
components. 

                                       12

<PAGE>

TRIDENT ROWAN GROUP, INC.
Management's Discussion and Analysis of Financial Conditions
and Results of Operations

The increase in net sales of steel tubing at the Company's L.I.T.A. 
subsidiary is due to a 22.6% increase in volume to 3,195 tons, and to higher 
prices which have now partly recovered after falling significantly in 1996.

COST OF SALES, MARGINS AND PRODUCTION

Margins in the three month period fell from 11.8% in 1996 to 10.9% in 1997 
primarily because of increased material and variable production costs at Moto 
Guzzi which the Company elected not to pass on to customers through increased 
selling prices in favor of pursuing market share. 1996 margins had benefited 
from increases in selling prices, effective from March 1996, averaging 5% 
whereas no further price increases have been made since such time.  The 
Company's policy, of outsourcing more components to increase production 
capacity,  has also negatively impacted margins as production and sales 
volumes have not yet increased sufficiently to produce an overall gain.  
Offsetting these factors, Moto Guzzi recorded higher margins from increased 
sales in the United States by Moto America and from its French importer, Moto 
Guzzi France, which was operative from the end of the first quarter of 1997.

1,277 units were completed at Moto Guzzi in the three months ended September 
30, 1997 compared to 1,103 units in the corresponding period in 1996, an 
increase of approximately 16%.  Completed units in 1996 were restricted by 
component supply issues. The Moto Guzzi factory was closed for nearly all of 
August in both 1997 and 1996, in accordance with Italian practice. 

Margins at L.I.T.A. improved slightly in the three months ended September 30, 
1997 due to the continued slow recovery of sale prices.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Selling, general and administrative expenses in the three months ended 
September 30, 1997 increased by Lit. 1,491 million ($864,849) or 34.2% over 
the 1996 period. The increase was primarily in the motorcycle segment and 
reflects higher selling and administrative costs at Moto America Inc. as a 
result of increased business levels, the inclusion of Moto Guzzi France, 
which was operative from the end of the first quarter of 1997, and increases 
in personnel at Moto Guzzi S.p.A. in sales, marketing, product development 
and information systems.

RESERVES FOR VALUE OF REAL ESTATE

In the third quarter of 1996, the Company made reserves in respect of land in 
Sardinia and in respect of its Cologne property of which it subsequently 
disposed.


                                       13

<PAGE>

TRIDENT ROWAN GROUP, INC.
Management's Discussion and Analysis of Financial Conditions
and Results of Operations

OTHER INCOME, NET

In 1997 and 1996, other income is principally composed of exchange gains.

INTEREST INCOME AND EXPENSE

Interest income declined as a result of reduced liquidity stemming from 
payments in November 1996 to consummate the Company's share repurchase 
program and the funding of losses incurred by the Company.  The decline was 
partly offset by additional liquidity resulting from the Company's June 1997 
share offering.  Interest rates have also declined in 1997 compared to 1996.

Indebtedness from real estate activities was eliminated with the sale of the 
Company's Cologne property in the first quarter of 1997, while advances from 
banks, primarily to finance working capital at Moto Guzzi, have increased.  
Overall, indebtedness has declined and interest expense has also benefited 
from lower interest rates in 1997.

AMORTIZATION OF PREMIUM FOR REDEMPTION OF PREFERRED STOCK OF SUBSIDIARY

The Company recorded accretion expense in its third quarter 1997 statement of 
operations of Lit. 732 million in respect of the obligation of its Moto Guzzi 
Corp. subsidiary to redeem its outstanding class of preferred stock in 
January 2002 for an aggregate cost of $12,000,000 upon the occurrence of 
certain conditions.  The accretion expense includes amounts for the effects 
of exchange rates on this obligation, denominated in U.S. dollars.

NET LOSS

Overall, the Company's net loss decreased from Lit. 5,480 million to Lit. 
4,110 million ($2,384,000) in the three months ended September 30, 1997 
compared to 1996. The Company's operating loss (sales less costs of sales and 
selling, general and administrative expenses) increased from Lit. 2,344  
million to Lit. 3,305 million due principally to increased selling general 
and administrative expenses at Moto Guzzi, offset by modest improvements at 
L.I.T.A.  1996 results were also adversely affected by Lit. 2,950 million of 
impairment reserves which item is not present in 1997.  Net interest expense 
benefited in 1997 due to reduced interest payable on loans on real estate 
which have been disposed in the first quarter of 1997 and lower interest 
rates.  The Company has also recorded accretion expense of Lit 732 million 
($424,594) relative to Moto Guzzi Corp., which item was not present in 1996. 



                                      14

<PAGE>

TRIDENT ROWAN GROUP, INC.
Management's Discussion and Analysis of Financial Conditions
and Results of Operations


RESULTS OF OPERATIONS
9 MONTHS TO SEPTEMBER 30, 1997



                                     1997              1996
                                    LIRE M.           LIRE M.

Net sales......................   76,610     100.0%   66,043    100.0%
Cost of sales..................  (66,462)    (86.8%) (56,821)   (86.0%)
                                 -------             -------
                                  10,148      13.2%    9,222     14.0%
Selling, general and
administrative expenses........  (17,607)    (23.0%) (14,179)   (21.5%)
Research and development.......   (1,393)     (1.8%)    (613)    (0.9%)
Rental income..................      423       0.6%    1,098      1.7%
Reserve for real estate
 values........................        -         -    (2,950)    (4.5%)
Other income, net..............    2,635       3.4%      227      0.3%
                                 -------             -------
                                  (5,794)     (7.6%)  (7,195)   (10.9%)
Interest expense...............   (3,565)     (4.7%)  (4,882)    (7.4%)
Interest income................    1,728       2.3%    3,318      5.0%
                                 -------             -------
Loss before income taxes and
 minority interests............   (7,631)    (10.0%)  (8,759)   (13.3%)
Income taxes...................     (445)     (0.6%)    (600)    (0.9%)
Minority interests.............      521       0.7%     (476)    (0.7%)
Amortization of premium for
 redemption of preferred stock
 of subsidiary.................   (2,715)     (3.5%)       -
Charge for issuance of
 warrants......................   (2,124)     (2.8%)       -
                                 -------             -------
Net loss.......................  (12,394)    (16.2%)  (9,835)   (14.9%)
                                 -------             -------
                                 -------             -------

NET SALES                       1997           1996     %CHANGE
Motorcycles *.............     59,770         51,234     16.7%
Steel tubing .............     15,202         13,296     14.3%
Corporate & other.........      2,758          2,297     20.1%
Intersegment eliminations.     (1,120)          (784)    42.9%
                               ------         ------     -----
                               76,610         66,043       16%
                               ------         ------     -----
                               ------         ------     -----

 * Motorcycle segment sales net of intrasegment eliminations

The increase in net sales of motorcycles is primarily due to factors 
comparable to those that impacted the third quarter of 1997. Unit sales 
increased in the 1997 nine month period to 4,416 from 4,015 in the 1996 period.
The increase in net sales of L.I.T.A. is mainly due to higher volumes.


                                       15

<PAGE>

TRIDENT ROWAN GROUP, INC.
Management's Discussion and Analysis of Financial Conditions
and Results of Operations


COST OF SALES, MARGINS AND PRODUCTION

The decrease in margins is due to decreases at Moto Guzzi, for reasons 
comparable to those which affected the third quarter, offset by an 
improvement at L.I.T.A., mainly in the first half of 1997 compared to 1996.  
The improvements at L.I.T.A. primarily reflect a recovery of margins to 
normal levels in 1997 whereas, in 1996, margins were affected by losses on 
inventory following sharp decreases in selling prices of products. 

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Selling, general and administrative expenses increased by Lit. 3,428 million 
($1,988,000) or 24.2% over 1996. The increase was primarily in the motorcycle 
segment and, as discussed in connection with the 1997 third quarter period, 
reflects higher selling and administrative costs at Moto America Inc., the 
inclusion of Moto Guzzi France, and increases at Moto Guzzi S.p.A. in respect 
of management and logistics.  Expenses at L.I.T.A. have remained at similar 
levels to 1996 and there has been a 5.6% decrease in corporate overhead.

OTHER INCOME, NET

In 1997 and 1996, other income is principally composed of exchange gains, 
which in 1997 amounted to approximately Lit. 2,000 million. The Company also 
received Lit. 335 million from The Carey Winston Company pursuant to the 
termination, in February 1997, of the agreement to acquire such company.

INTEREST INCOME AND EXPENSE

Interest income declined in the 1997 nine month period as a result of reduced 
liquidity and declining interest rates, offset by interest income on the 
funds received from the Company's June 1997 public offering. 

Interest expense declined primarily as a result of lower indebtedness and 
lower interest rates.  Indebtedness from real estate activities was 
eliminated with the sale of the Company's Cologne property in the first 
quarter of 1997.  The benefits from these factors have been partially offset 
by increased interest expense relative to increased advances from banks 
financing working capital at Moto Guzzi.

                                      16
<PAGE>

TRIDENT ROWAN GROUP, INC.
Management's Discussion and Analysis of Financial Conditions
and Results of Operations

AMORTIZATION OF PREMIUM FOR REDEMPTION OF PREFERRED STOCK OF SUBSIDIARY

The Company recorded accretion expense in its statement of operations of Lit. 
2,715 million in respect of the obligation of its Moto Guzzi Corp. subsidiary 
to redeem its outstanding class of preferred stock in January 2002 for an 
aggregate cost of $12,000,000 upon the occurrence of certain conditions.  The 
accretion expense includes amounts for the effects of exchange rates on this 
obligation, denominated in US dollars.

NET LOSS

Overall, the Company's net loss increased from Lit. 9,835 million to Lit. 
12,394 million ($7,502,000) in the nine months ended September  30, 1997 
compared to 1996. The Company's operating loss (sales less costs of sales and 
selling, general and administrative expenses) increased from Lit. 4,957 
million to Lit. 7,459 million ($4,327,000) due principally to lower margins 
and increased selling general and administrative expenses at Moto Guzzi, 
offset partially by improved results at L.I.T.A. and to exchange gains, 
mainly recorded in the first quarter.  The results of the Company also 
include a number of non-comparable items: in 1996 the Company recorded losses 
of Lit. 2,950 million in respect of the value of real estate assets; in 1997 
the Company has recorded accretion expense of Lit. 2,715 million relative to 
Moto Guzzi Corp., and Lit. 2,124 million in respect of issuance of warrants, 
which items were not present in 1996.

LIQUIDITY AND CAPITAL RESOURCES

CASH FLOWS FROM OPERATING ACTIVITIES

Cash outflows from operating activities amounted to Lit. 11,929 million 
($6,919,000) in the nine months ended September 30, 1997 compared to outflows 
of Lit. 5,479 million in the corresponding period of the previous year.  In 
addition to cash outflows from losses, inventories have increased by Lit. 
9,201 million ($5,337,000) due to inventories at the new Moto Guzzi France 
importer, approximately 280 motorcycles in finished goods at Moto Guzzi 
S.p.A. and an increase at L.I.T.A. due to higher business levels.  There has 
been a decrease in the level of trade and related party receivables (the 25% 
owned German Moto Guzzi importer) due primarily to reduced Italian public 
entity receivables at Moto Guzzi.  Accounts payable and accrued expenses have 
 remained at similar levels.   In 1996, cash outflows from losses, increased 
inventories and trade receivables and a decrease in trade payables were 
partially offset by receipt of tax receivables of Lit. 5,259 million.

                                      17
<PAGE>

TRIDENT ROWAN GROUP, INC.
Management's Discussion and Analysis of Financial Conditions
and Results of Operations

INVESTING ACTIVITIES

Capital expenditures in the nine months ended September 30, 1997 amounted to 
Lit. 1,951 million ($1,133,000), primarily at Moto Guzzi.  Fixed assets of 
Lit. 760 million ($440,835) were also acquired by way of finance leases.

As described in Note 2 to the Interim Financial Statements, the Company 
agreed to sell its Cologne property in the first quarter of 1997 and such 
sale was consummated in April 1997 by sale of the shares of the subsidiary 
owning the Cologne property. In consequence, Lit. 15,100 million of real 
estate and Lit. 9,379 million of long-term debt (after Lit. 333 million 
principal payment by the Company in 1997 prior to sale of the company) has 
been eliminated from the balance sheet. The Company received an advance of 
Lit. 500 million and a further amount of Lit. 1,928 million in the period and 
disposed of Lit. 411 million of cash held by the disposed subsidiary.  A 
further Lit. 2,040 million was received on July 1, 1997 and a final 
installment of Lit. 2,040 million is due on  December 31, 1997. This last 
installment may be settled, at the acquirors option, by delivery of up to 
120,000 shares of the Company's common stock and the 120,000 shares subject 
to option have been classified outside shareholders' equity for Lit. 1,610 
million.

FINANCING ACTIVITIES

As described in Note 5 to the Interim Financial Statements, the Company 
received Lit. 10,256 million (US$ 6,037,000) net proceeds from its public 
offering of securities at then-prevailing exchange rates.  Of these funds, 
Lit. 6,000 million had already been committed to finance further capital 
expenditures and expansion at Moto Guzzi and a further Lit. 800 million was 
committed in the quarter.

The Company received Lit. 2,933 million in January 1997 in respect of the 
last closing of its sale of preferred stock in its subsidiary, Moto Guzzi 
Corp. Lit. 5,101 million had been received in December 1996. The proceeds 
have been applied to finance working capital and capital expenditure at Moto 
Guzzi and to temporarily reduce advances from banks in anticipation of 
further capital expenditure and development costs. The proceeds of the sale 
of securities are shown in the balance sheet as "Preferred stock of 
subsidiary". The holders of the preferred stock can redeem such stock for a 
total of $12 million if no initial public offering of Moto Guzzi Corp. common 
stock is made by January 2002. The Company has accrued Lit. 2,715 million for 
the difference between the net proceeds received and this redemption price 
and for the effects of exchange rates, through September 30, 1997, on such 
contingent obligation, denominated in U.S. dollars.

Similarly, the Company has accrued for the effects of exchange rates of its 
repurchase obligation of 776,530 shares at $11.27 per share, as described 
below, and for amortization of the difference between the fair value of 
$10.00 at the date when agreement was made to repurchase such shares and 

                                      18
<PAGE>

TRIDENT ROWAN GROUP, INC.
Management's Discussion and Analysis of Financial Conditions
and Results of Operations

the $11.27 per share payable. A total of Lit. 1,927 million has been accreted 
through September 30, 1997. 

The Company redeemed 22,380 shares on June 30, 1997 for Lit. 450 million 
pursuant to obligations described below.

Loan principal repayments in the first three quarters of 1997 amounted to 
Lit. 1,781 million, of which Lit. 333 million relates to the Cologne 
property, disposed effective March 31, 1997. Advances from banks increased 
primarily as a consequence of losses from operations and financing of 
increased inventories  at Moto Guzzi.

COMMITMENTS AND FUTURE LIQUIDITY

The Company has share repurchase commitments in 1998 for 776,530 shares 
previously owned by the former Chairman for which amounts are deposited as 
security. The Company has deposited investments included in the balance sheet 
at Lit. 14,497 million to secure this repurchase commitment. The amounts 
deposited, plus accrued interest, are expected to be sufficient to finance 
such repurchase if the Dollar - Lire exchange rate is lower than  
approximately 1,714.  In the third quarter of 1997 the U.S. Dollar Lire 
exchange rate reached levels close to 1,840, at which level the purchase 
commitment exceeded the amounts deposited as security by approximately Lit. 
1,200 million. At the date of this report, the U.S. Dollar Lire exchange rate 
has fallen below 1,700 and, at such rates, the purchase commitment is fully 
covered by the securities deposited.  Since the end of the third quarter, the 
Company has hedged part of the exchange risk by entering a forward purchase 
contract for $3 million.

The Company also has share repurchase commitments at December 31, 1997 in 
respect of up to 120,000 shares deriving from the sale of Cologne, as 
discussed above and in Note 2 to the Interim Financial Statements. Up to such 
number of shares may be used to settle a receivable due for the sale of the 
property of Lit. 1,610 million. 

In connection with the resolution of certain matters deriving from the 
acquisition of the majority of Finprogetti's operating subsidiaries in July 
1995, Finprogetti assumed responsibility for a claim which was successfully 
brought against one of such subsidiaries.  The Company agreed to repurchase 
105,440 shares issued to Finprogetti at a present value of Lit. 1,940 
million.  The Company repurchased a total of 32,330 shares for Lit. 650 
million in 1996, a further 22,380 shares at June 30, 1997 for Lit. 450 
million and must repurchase, at Finprogetti's request, the remaining 50,730 
shares for Lit. 450 million  in December 1997 and Lit. 570 million in June 
1998 for an aggregate purchase price of Lit. 1,020 million shown in the 
balance sheet at September 30, 1997 at its estimated present value of Lit. 
971 million.

                                      19
<PAGE>

TRIDENT ROWAN GROUP, INC.
Management's Discussion and Analysis of Financial Conditions
and Results of Operations

The Company's cash resources of Lit. 15,696 million as at September 30, 1997 
are expected to be sufficient for operations and the immediate phase of 
expansion of Moto Guzzi, for which Lit. 6,800 million has been committed, 
through the end of 1997 and the first quarter of 1998. 

The net proceeds of the sale of preferred stock of Moto Guzzi Corp. and the 
Company's public offering will not be sufficient to complete the planned 
rehabilitation and expansion program at Moto Guzzi at the rate proposed by 
management in 1998. The Company is discussing with a number of financial 
institutions alternative forms of finance to provide the additional capital 
that the Company expects will be needed by Moto Guzzi.  The Company hopes to 
finalize such financing by the end of the first quarter of 1998 so that the 
rehabilitation program can proceed.  No assurance can be given, however, that 
 finance will be available, on acceptable terms or at all.

PORTIONS OF THIS REPORT CONTAIN CERTAIN "FORWARD LOOKING" STATEMENTS WHICH 
INVOLVE RISKS AND UNCERTAINTIES.  THE COMPANY'S ACTUAL RESULTS MAY DIFFER 
SIGNIFICANTLY FROM THE RESULTS DISCUSSED IN THE FORWARD LOOKING STATEMENTS.  
FACTORS THAT MIGHT CAUSE SUCH A DIFFERENCE INCLUDE, BUT ARE NOT LIMITED TO, 
MARKET ACCEPTANCE OF THE COMPANY'S PRODUCTS AND SERVICES, CHANGES IN CURRENCY 
EXCHANGE RATES, OTHER FACTORS DISCUSSED IN THE REPORT AS WELL AS FACTORS 
DISCUSSED IN OTHER FILINGS MADE WITH THE SECURITIES AND EXCHANGE COMMISSION. 
ALTHOUGH THE COMPANY BELIEVES THAT THE ASSUMPTIONS UNDERLYING THE FORWARD 
LOOKING STATEMENTS CONTAINED HEREIN ARE REASONABLE, ANY OF THE ASSUMPTIONS 
COULD PROVE INACCURATE, AND THEREFORE, THERE CAN BE NO ASSURANCE THAT THE 
FORWARD LOOKING STATEMENTS INCLUDED HEREIN WILL PROVE TO BE ACCURATE. 

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

   (a) Exhibits
  
       Exhibit No.   Description
       -----------   -----------
            11     Statement Re: Computation of per share earnings
            27     Financial Data Schedule

                                     20

<PAGE>

                                 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.


                                         TRIDENT ROWAN GROUP, INC.


Dated: November 18, 1997                 By:  s/ Howard E. Chase
                                             --------------------------
                                             Howard E. Chase, President


Dated: November 18, 1997                 By:  s/ Carlo Previtali
                                             --------------------------
                                             Carlo Previtali, Secretary

                                      21