SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.   20549
                                   Form 10-Q


(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 30, 1997        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                  1-1212
                           --------------------------------------------
                            Driver-Harris Company
 ----------------------------------------------------------------------
          (Exact name of registrant as specified in its charter)

     New Jersey                                    22-0870220
-------------------------                --------------------------
(State or other jurisdiction of               (I.R.S. Employer
incorporation or organization)              Identification No.)

      308 Middlesex Street, Harrison, New Jersey        07029
-------------------------------------------------------------------  
(Address of principal executive offices)             (Zip Code)

Registrant's telephone no., including area code  (973) 483-4802
                                             ------------------

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

    Common Stock, $0.83 1/3 par value -- 1,340,421 shares as of August 4, 1997. 
       
<PAGE>


                        DRIVER-HARRIS COMPANY

                              I N D E X


PART I FINANCIAL INFORMATION                                PAGE
-----------------------------                               ----
Item 1.  Financial Statements

     Condensed Consolidated Balance Sheets
     June 30, 1997 and December 31, 1996 . . . . . . . . . .  3

     Condensed Consolidated Statements of
     Income - Three and Six Months ended June 30,    
     1997 and June 30, 1996. . . . . . . . . . . . . . . . . .4

     Condensed Consolidated Statements of Cash Flows -
     Six Months ended June 30, 1997 and June 30, 1996 . . . . 5

     Notes to Financial Statements. . . . . . . . . . . . . . 6

Item 2.  Management's Discussion and Analysis of
     Financial Condition and Results of Operations. . . . . . .6

PART II  OTHER INFORMATION
---------------------------
Item 6.  Exhibits and Reports on Form 8-K.
(a) Exhibits
         Exhibit 27 - Financial Data Schedule
     (b) Reports on Form 8-K
  	    None filed in quarter
     
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . .7
----------
<PAGE>

               DRIVER-HARRIS COMPANY AND SUBSIDIARIES
                CONDENSED CONSOLIDATED BALANCE SHEETS
                       (Amounts in thousands)
<TABLE>
                                              June 30,   December 31,
                                                1997         1996
                                              --------   ------------
ASSETS                                       (Unaudited)
Current assets:   
<S>                                          <C>           <C> 
Cash                                         $   357       $    402
Accounts receivable - net                     11,039          9,275
Inventories:
     Materials                                   685            624
     Work in process                             496            413
     Finished products                         5,158          3,925
                                                ----         ------
                                               6,339          4,962
Prepaid expenses                                 847            937
                                               -----         ------ 
Total current assets                          18,582         15,576

Other assets                                      31            107
Property, plant & equipment - net              5,456          5,495            
                                               -----         ------   		
	                                            $24,069       $ 21,178
                                              ======         ======
LIABILITIES		
Current Liabilities:
     Short-term borrowings                   $ 2,778       $  2,664
     Current portion of long-term debt           512            492
     Accounts payable                          8,381          5,594
     Accrued expenses                          2,152          1,572
     Income taxes payable                        125            263
                                              ------         ------
Total current liabilities                     13,948         10,585 

Long-term debt                                 2,283          2,023
Deferred Grants                                  711            812
Deferred foreign income taxes                    158            174
Postretirement benefit liabilities               463            279
Sundry liabilities 					 196		    185 

Stockholders' equity:
     Common stock                              1,222          1,221
     Additional paid-in capital                2,228          2,200
     Retained earnings                         3,517          3,595 
     Equity adjustment from translation        (657)           104            
                                              ------          -----
Stockholders' equity                           6,310          7,120
                                               -----        -------
                                             $24,069       $ 21,178
                                              ======         ======
</TABLE>
See accompanying notes.
<PAGE>
                   DRIVER-HARRIS COMPANY AND SUBSIDIARIES
          UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME
            (Dollar amounts in thousands, except per share data)
                     					  
<TABLE>
                             
                            THREE MONTHS ENDED         SIX MONTHS ENDED 
 					                          JUNE 30                  			JUNE 30
                            1997         1996          1997      1996
                            ----         ----           ----      ----
<S>                        <C>         <C>            <C>       <C>
Net sales                  $10,581     $ 9,966        $21,513   $20,117
Other revenues                  89         183            214       350
                            ------       -----          -----    ------
Total Revenues              10,670      10,149         21,727    20,467

Cost of sales 	              9,052       8,180         18,198    16,853
                  		  		    ------      ------         ------    ------
 				                        1,618       1,969          3,529     3,614
Selling, general and
     administrative expenses 1,664       1,308          3,275     2,586
 				                       ------      ------         ------    ------
                               (46)        661            254     1,028

Other charges (credits):
Interest                       229         202            499       367
Foreign exchange (gain) loss  (178)         (3)          (248)        8
Gain in connection with sale of
 foreign operations by related 
 company                         -           -              -      (895)
                             -----       -----          -----     -----
Income (loss) before
 income taxes                  (97)        462              3     1,548  

Income taxes                    36          61             81        91
                             -----       -----          -----     -----
NET (LOSS) INCOME           $ (133)     $  401         $  (78)   $1,457 
                             =====       =====          =====     =====


NET (LOSS) INCOME PER SHARE   $(.10)     $ .30           $(.06)    $1.11 
                    				       ====       ====            ====      ====



Average common shares outstanding                    1,349,297   1,314,346 

</TABLE>




See accompanying notes.
<PAGE>



                     DRIVER-HARRIS COMPANY AND SUBSIDIARIES
           UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
                         (Amounts in thousands)
<TABLE>
                                                     SIX MONTHS ENDED
                                                         June 30
                                                     ----------------
                                                      1997       1996
                                                      ----       ----		  
OPERATING ACTIVITIES
   <S>                                               <C>      <C>
   Net income (loss)                                 $  (78)  $ 1,457
     Adjustments to reconcile net income                     
       to net cash provided:
          Depreciation and amortization                 318       247
          Equity in related company                       -    (1,561)
          Deferred credit                                 -      (968)
          Elimination of equity adjustment from 
    		translation for foreign operations 
            sold by related company                       -     1,634
          Due from related company                        -       213 
          Receivables                                (2,473)   (1,820)
          Inventories                                (1,511)     (881)
          Accounts payable and accrued expenses       3,596       941
          Sundry                                         88       (47)
                                                    -------    ------
     CASH PROVIDED BY(USED IN) OPERATING ACTIVITIES     (60)     (785)

INVESTING ACTIVITIES
         Capital expenditures                          (753)     (522)
         Sundry                                         43        42            
                                                    -------     -----
     CASH USED IN INVESTING ACTIVITIES                 (710)     (480)

FINANCING ACTIVITIES
          Change in deferred grants                     101        34
          Change in short-term debt                     317     1,332 
          Issuance of long-term debt                    274       347
          Reduction of long-term debt                   (14)     (273)
          Issuance of capital stock                      33       237
          Sundry                                         16         -
                                                     ------     -----	
CASH PROVIDED BY FINANCING ACTIVITIES                   727     1,677 

Effect of exchange rate changes on cash                  (2)        - 
                                                     ------     -----
Net change in cash                                      (45)      412 
Cash at beginning of year                               402       479
                                                     ------     -----		  
       
     CASH AT END OF PERIOD                          $   357   $   891
                                                     ======     =====		  
    
</TABLE>
See accompanying notes.                 
<PAGE>


NOTES TO FINANCIAL STATEMENTS

1 - Basis of Presentation
     These financial statements have been prepared in accordance with 
the instructions to Form 10-Q and therefore do not include all 
information, disclosures, and notes necessary for a fair presentation of 
financial position, results of operations, and cash flows in conformity 
with generally accepted accounting principles.  Reference should be made 
to the financial statements contained in the Company's Annual Report on 
Form 10-K for the year ended December 31, 1996.  These financial 
statements include all adjustments which are, in the opinion of 
management, necessary to a fair presentation of the results for the 
interim period.


2 - Investments in Related Company and other subsidiaries
 	Harrison Alloys Inc. ("Harrison"), a fifty percent owned company, 
is recorded on the equity method of accounting.  The recognition of past 
losses  reduced the carrying amount of the Company's investment in 
Harrison to a negative balance (liability) of $1,561,000 at December 31, 
1995.  This amount, combined with a deferred credit of $968,000 which 
originated from a restructuring in 1994, equaled the balance of a bank 
loan of Harrison ($2,529,000) which the Company guaranteed.  In February 
1996, Harrison sold its foreign operations and repaid the bank loan.  
Accordingly, Driver-Harris Company recorded income from its negative 
investment in Harrison of $1,561,000 and amortization of the deferred 
credit of $968,000, less the accumulated translation adjustment related 
to the foreign operations sold by Harrison carried on the balance sheet 
of $1,634,000 (included in other credits).
   
     The Company owns Irish Driver-Harris Co. Ltd., a producer of 
insulated electrical wire and cable, located in Ireland and the U.K., 
and Quality Heat Treatment Pty. Ltd., a company in the furnace 
manufacturing and heat treating business, located in Australia.


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

Financial Condition
In connection with the sale by Harrison of its foreign subsidiaries in 
February 1996 and repayment by Harrison of bank debt guaranteed by the 
Company, with a portion of the proceeds, the Company (i) collected 
certain receivables from Harrison, (ii) repaid domestic bank debt and, 
(iii) was relieved of the Harrison debt guarantee obligation. The 
Company expects to continue to be dependent upon the license agreement 
with Harrison for its U.S. operating cashflow.  Since Harrison has 
experienced losses in recent years, its cash flow is uncertain, however, 
the Company believes it has adequate cash and other options available in 
the event the amounts due under the license agreement become 
uncollectible.

In order to assist Harrison in obtaining financing and to strengthen 
this 50% owned affiliate in its restructuring efforts, the Company 
revised its licensing and commission fee schedule to defer payments 
until the last quarter of 1997.  Accordingly, such revenues will not be 
recorded in income until such amounts are received.

Results of Operations
Net sales to customers increased by 7% during the first six months of 
1997 compared to the same period in 1996.  Although units shipped 
increased by 11% over the same period in 1996, the gross profit 
percentage decreased to 15.4% from 16.2% because of lower selling prices 
resulting from aggressive price cutting within the cable industry. Other 
revenues decreased as a result of the deferral of license and commission 
fees from Harrison as mentioned above.  Selling, general and 
administrative expenses increased to 15.2% of net sales from 12.8% in 
1996, due in part to start-up costs at a new production facility in 
Ireland as well as restructuring costs incurred at the newly acquired 
U.K. distribution company. Interest expense increased due to higher 
average borrowings in 1997 compared to the same period in 1996.  As a 
result of the U.K. pound sterling strengthening against the Irish Pound, 
the Company's Irish subsidiary recorded a foreign exchange gain of 
$248,000 for the first six months of 1997.  The Irish subsidiary 
transacts 75% of its business in Sterling.

Income taxes for 1997 result from foreign taxable income at the 
Company's Irish subsidiary.  The disproportionate income tax provision 
in 1996 is primarily because the equity in related company (Harrison) is 
not taxable income to the Company and because of the benefits of 
operating loss carryovers in the United States.  The Company has tax 
loss carryforwards of approximately $6,400,000 available to offset 
future U.S. taxable income, which expire between 1999 and 2010.

Effects of Change in Accounting Principles
In February 1997, the Financial Accounting Standards Board issued 
Statement No. 128, "Earnings Per Share", which is required to be adopted 
for the Company's year ending December 31, 1997.  At that time, the 
Company will be required to change the method currently used to compute 
earnings per share and to restate all prior periods.  Under the new 
requirements for calculating primary earnings per share, the dilutive 
effect of stock options will be excluded.  The impact of the adoption is 
not expected to have a material impact on the earnings per share 
calculation.
<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.

                                	DRIVER-HARRIS COMPANY




Date: August 11, 1997                    By:   Thomas J. Carey
    -----------------------             ---------------------------           
                                           Chief Financial Officer