FORM 10-Q/A
                            AMENDMENT # 1
                 SECURITIES AND EXCHANGE COMMISSION 
                      Washington, DC   20549


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


             For the quarterly period ended    March 30, 1997   


                  Commission file number           1-7807          

                           Champion Parts, Inc.                    
          (Exact name of registrant as specified in its charter)


	            Illinois            	            36-2088911            
(State or other jurisdiction of     I.R.S. Employer Identification No.
	incorporation or organization)


   751 Roosevelt Road, Building 7, Suite 110, Glen Ellyn, IL   60137
   (Address of principal executive offices)


                            630-942-8317                            
         (Registrant's telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.

	Yes   X  	No      


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


             Class               		  Outstanding at May 1, 1997 
     Common Shares - $.10 par value		         3,655,266




CHAMPION PARTS, INC. 
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (CONDENSED)


                                        March 30, 1997   December 29, 1996
                                                 (Unaudited)

ASSETS
  Current Assets
    Cash and cash equivalents           $      621,000      $      707,000
    Accounts Receivable,
     less allowance for uncollectible
     accounts                                4,756,000           5,129,000
    Inventories                              7,273,000           7,040,000
    Prepaid expenses and other                 796,000             813,000
                                        --------------      --------------
          Total current assets              13,446,000          13,689,000

  Property, plant and equipment (net)        5,431,000           5,509,000
  Other assets                                 469,000             468,000
                                        --------------      --------------
          Total Assets                  $   19,346,000      $   19,666,000
                                        ==============      ==============


LIABILITIES AND STOCKHOLDERS' EQUITY

  Current Liabilities
    Accounts Payable                    $    7,823,000      $    8,047,000
    Accrued expenses and other payables      7,616,000           8,033,000
    Current maturities on long-term
     debts                                   7,652,000           7,550,000
                                        --------------      --------------
          Total current liabilities     $   23,091,000      $   23,630,000


  Deferred income taxes                        478,000             478,000
  Long-term debt, less current maturities
  Notes payable to banks and other              35,000              43,000
                                        --------------      --------------
         Total liabilities              $   23,604,000      $   24,151,000

  Stockholders' Equity
    Preferred stock - no par value                   0                   0
     Authorized 10,000,000 shares 
     issued and outstanding, none
    Common stock - $.10 par value              366,000             366,000
     Authorized 50,000,000 shares
     issued and outstanding 3,655,266
     shares 
    Additional paid-in capital              15,578,000          15,578,000
    Cumulative translation adjustment         (674,000)           (701,000)
  Retained earnings                        (19,528,000)        (19,728,000)
                                        --------------      --------------
          Total stockholders' equity    $   (4,258,000)     $   (4,485,000)

  Total Liabilities and Stockholders' 
   Equity                               $   19,346,000      $   19,666,000
                                        ==============      ==============

See notes to condensed consolidated financial statements.











CHAMPION PARTS, INC. 
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS (CONDENSED)


                                              Three Months Ended
                                           March 30,        March 31,
                                             1997             1996
                                        --------------   --------------
                                                  (Unaudited)

NET SALES                                $   7,638,000   $    8,212,000

    Cost and Expenses:
    Cost of products sold                    6,182,000        6,344,000
    Selling, distribution and 
     administration                            998,000        1,191,000
                                         -------------   --------------
                                             7,180,000        7,535,000

EARNINGS BEFORE INTEREST AND INCOME TAXES      458,000          677,000

INTEREST                                       258,000          464,000
                                         -------------   --------------

EARNINGS BEFORE INCOME TAXES                   200,000          213,000

INCOME TAX                                       ---              7,000
                                         -------------   --------------
NET EARNINGS                             $     200,000   $      206,000
                                         =============   ==============

AVERAGE SHARES OUTSTANDING                   3,655,266        3,655,266
                                         =============   ==============

NET EARNINGS PER COMMON SHARE                    $0.06            $0.06


See notes to condensed consolidated financial statements.










CHAMPION PARTS, INC. 
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                Three Months Ended
                                             March 30,       March 31,
                                               1997            1996
                                         --------------   --------------
                                                   (Unaudited)

CASH FLOWS FROM OPERATING ACTIVITIES:

    Net earnings                         $      200,000    $     206,000
    Adjustments to reconcile net earnings
     to net cash provided by operating
     activities:
       Depreciation and amortization            201,000          256,000
       Provision for losses on accounts 
        receivable                                    0           37,000
       Deferred income taxes                      1,000                0
       Change in assets and liabilities:
        Accounts receivable                     373,000       (1,072,000)
        Inventories                            (233,000)       1,514,000
       Accounts payable and accrued expenses   (641,000)         664,000
       Other                                     20,000           (6,000)
                                          -------------    -------------

      NET CASH PROVIDED BY (USED IN)
       OPERATING ACTIVITIES                     (79,000)       1,599,000

CASH FLOWS FROM INVESTING ACTIVITIES:
       Capital expenditures (net)              (146,000)         (41,000)
       Proceeds from sales of property, 
        plant & equipment                        18,000          864,000
                                          -------------    -------------
      NET CASH USED IN INVESTING ACTIVITIES    (128,000)         823,000

CASH FLOWS FROM FINANCING ACTIVITIES:
       Net borrowings (payments) under 
        bank credit agreements                  102,000       (2,402,000) 
       Principal payments on long-term debt      (8,000)         (41,000) 
                                          -------------    -------------
      NET CASH PROVIDED BY (USED IN)
       FINANCING ACTIVITIES                      94,000       (2,443,000)
                                          -------------    -------------
EFFECT OF EXCHANGE RATE CHANGES ON CASH          27,000            6,000

NET INCREASE (DECREASE) IN CASH AND CASH 
 EQUIVALENTS                                    (86,000)         (15,000)

CASH AND CASH EQUIVALENTS, beginning of 
 period                                         707,000          874,000
                                           ------------    -------------
CASH AND CASH EQUIVALENTS, end of period   $    621,000     $    859,000 
                                           ============    =============

See notes to condensed consolidated financial statements.


                             CHAMPION PARTS, INC.
                               AND SUBSIDIARIES
                          ________________________

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
___________________________________________________________________________

1.The accompanying financial statements for the three months ended March 30,
1997 have been prepared, without audit, pursuant to the rules and regulations
of the Securities and Exchange Commission.  Certain information and footnote 
disclosures normally included in financial statements prepared in accordance 
with generally accepted accounting principles have been condensed or omitted 
pursuant to such rules and regulations, although the Company believes that 
the disclosures are adequate to make the information presented not 
misleading.  The condensed consolidated financial statements and these notes
should be read in conjunction with the consolidated financial statements of
the Company included in the Company's Annual Report on Form 10K for the year
ended December 29, 1996.

The consolidated balance sheet at December 29, 1996 has been derived from the
audited financial statements at that date and condensed.

2.The information furnished herein reflects, except as discussed in Note 5,
all adjustments (consisting only of normal recurring accruals) which are, in
the opinion of management, necessary for a fair presentation of the results 
of operation for the interim period. Results of operations for the three 
months ended March 30, 1997 are not indicative of results to be expected for 
the entire year.

3.Inventories are valued at the lower of cost (first-in, first-out method) 
or market.  A summary of the inventories follows:


                                            March 30,       December 29,
                                              1997             1996
                                       ----------------  ----------------

Raw Materials                           $    2,009,000    $    1,753,000
Work-in-Process                              2,588,000         2,622,000
Finished Goods                               2,676,000         2,665,000
                                       ----------------  ----------------
                                        $    7,273,000    $    7,040,000
                                       ================  ================


Included in inventory above were cores of $2.9 million (March 30, 1997) and
$3.0 million (December 29, 1996).

4.For reporting purposes, product  and core returns are offset against gross
sales in arriving at net sales.  For the three months ended March 30, 1997 
and March 31,  1996 returns were $3,852,000, and $5,239,000, respectively.

5.The Company's banks have extended the $6.4 million facility for short term
periods during the first quarter.  The Company had used $6 million of the 
available facility at March 30, 1997.  The current extension expires on 
May 19, 1997.  The Company and banks initiated discussions regarding the 
continued extension of the facility in light of  the currently proposed 
creditor settlement and recapitalization plan.  (See Footnote 6)  
There can be no assurance that the banks will continue to extend the facility
beyond the current expiration date.

The Company is also indebted to various unsecured creditors, including 
current and former trade vendors.  Given the Company's current financial 
situation and the lack of a long-term financing agreement, it currently does 
not have the ability to pay these debts should the creditors demand payment. 
As indicated in Footnote 6, the Company is in negotiations  with an ad hoc 
panel representing certain of its unsecured creditors.  There can be no 
assurances that the Company and the panel will be able to reach agreement.

Without an extension of the current credit agreement or a replacement 
facility, the Company would not have sufficient funds to pay its debts should
the lenders demand payment and would not be able to continue as a going 
concern.

The Company's financial statements have been prepared on a going concern 
basis and do not contain adjustments which may be necessary should the 
Company be forced to liquidate assets or take other actions to satisfy debt 
payments or discontinue its business.

6.The Company's previously disclosed negotiations are continuing with a 
panel representing certain of its unsecured trade creditors and 
Raymond G. Perelman, a principal shareholder and director, to recapitalize 
the Company and settle certain unsecured obligations.  The Company cannot 
predict when such negotiations will conclude.  The current proposed terms 
would provide for the company to pay the holders of certain specified 
unsecured claims ("settlement class") 31 cents on the dollar in full 
settlement of such claims.  The settlement class consists of about 40 current
and former trade vendors holding approximately $4 million in unsecured 
claims against the Company.  The settlement is subject to ratification by 
members of the settlement class representing at least 90% of the total claims
of the class, settlement of certain insurance obligations, which the Company 
values at approximately $1.5 million, and certain other conditions.

It is currently contemplated that the settlement would be made with existing 
Company funds and a $1.175 million cash infusion from Raymond G. Perelman, 
or an entity affiliated with him.  Mr. Perelman would  pay $760,000 for 
1.9 million common shares plus warrants to purchase an additional 1.1 million
common shares,  $140,000 for non-voting cumulative redeemable 7% preferred 
shares, and to make a $275,000 partially secured loan  carrying an interest 
rate of 7%.  For a three year period, the Company would have the right to
repurchase all the warrants for $550,000 or if the warrants have been 
exercised the outstanding common shares at $550,000 plus the exercise price. 

Upon the closing of these transactions,  Mr. Perelman would obtain control of
the Company's Board and the Board of Directors would be reduced to five 
members.  It is anticipated that prior to closing a date would be set to hold
the next meeting of shareholders, and Mr. Perelman would designate a slate of
directors for election.  In connection with his equity infusion, Mr. Perelman
has designated a new operating officer for the corporation.  The three 
current executive officers have entered into agreements providing for certain
termination benefits subject to their remaining with the Company through a
specified transition period.
  
These transactions would close when the requisite percentage of the 
settlement class approves the agreement and the other conditions are met.  
Mr. Perelman's performance would be guaranteed with a standby letter of 
credit.  This plan would require the acceptance of a high percentage of 
unsecured creditors in the class.  There is no assurance that the Company 
would be able to complete this process.

If the Company cannot reach agreement with the vendor panel and Mr. 	
Perelman, it would seek other options which may include court protection 	
from creditors under Chapter 11 of the Bankruptcy Code.






Management's Discussion and Analysis of Financial Condition and Results of 
--------------------------------------------------------------------------
Operations
----------

Recent Events
--------------

The Company's previously disclosed negotiations are continuing with a panel 
representing certain of its unsecured trade creditors and Raymond 
G. Perelman, a principal shareholder and director, to recapitalize the 
Company and settle certain unsecured obligations.  The Company cannot predict
when such negotiations will conclude.  The current proposed terms would 
provide for the company to pay the holders of certain specified unsecured 
claims ("settlement class") 31 cents on the dollar in full settlement of such
claims.  The settlement class consists of about 40 current and former trade 
vendors holding approximately $4 million in unsecured claims against the 
Company.  The settlement is subject to ratification by members of the 
settlement class representing at least 90% of the total claims of the class, 
settlement of certain insurance obligations, which the Company values at 
approximately $1.5 million, and certain other conditions.

It is currently contemplated that the settlement would be made with existing 
Company funds and a $1.175 million cash infusion from Raymond G. Perelman, 
or an entity affiliated with him.  Mr. Perelman would  pay $760,000 for 
1.9 million common shares plus warrants to purchase an additional 1.1 million 
common shares,  $140,000 for non-voting cumulative redeemable 7% preferred 
shares, and to make a $275,000 partially secured loan  carrying an interest 
rate of 7%.  For a three year period, the Company would have the right to
repurchase all the warrants for $550,000 or if the warrants have been 
exercised the outstanding common shares at $550,000 plus the exercise price. 

Upon the closing of these transactions,  Mr. Perelman would obtain control of
the Company's Board and the Board of Directors would be reduced to five 
members.  It is anticipated that prior to closing a date would be set to hold
the next meeting of shareholders, and Mr. Perelman would designate a slate of
directors for election.  In connection with his equity infusion, Mr. Perelman 
has designated a new operating officer for the corporation.  The three 
current executive officers have entered into agreements providing for certain
termination benefits subject to their remaining with the Company through a
specified transition period.
  
These transactions would close when the requisite percentage of the 
settlement class approves the agreement and the other conditions are met.   
Mr. Perelman's performance would be guaranteed with a standby letter of 
credit.  This plan would require the acceptance of a high percentage of 
unsecured creditors in the class.  There is no assurance that the Company 
would be able to complete this process.

If the Company cannot reach agreement with the vendor panel and Mr. Perelman,
it would seek other options which may include court protection from creditors
under Chapter 11 of the Bankruptcy Code.


Results

Net sales for the quarter ended March 30, 1997 were $7.6 million, 7% less 
than net sales of $8.2 million for the same period of 1996.  This decline 
was primarily due to 1996 benefiting from initial stocking sales to a major 
carburetor customer and to lower heavy duty product sales than in 1996.  
Total product and core returns, which are reflected in reductions in net 
sales, were 33% and 38% of gross sales in 1997 and 1996, respectively.

Carburetor sales were 65% and 61% of net sales in the first quarter of 1997 
and 1996, respectively.  The Company believes it continues to be a 
significant supplier of carburetors to the aftermarket.  Since the mid-1980's
carburetors have been installed in fewer new vehicles sold in the United 
States and Canada due to the increased use of fuel injection systems.  
However, the Company continues to sell replacement units for older vehicles, 
many of which use carburetors.  The Company expects that carburetor sales will
decline in future years.  In addition, carburetor margins may be negatively
impacted in the future as customers seek to return product during periods of 
declining demand.  The Company has a customer product return policy and has 
established reserves to mitigate this effect.

Cost of products sold was 82% of net sales in the first quarter of 1997 
compared to 77% in the first quarter of 1996.  The increase in costs of 
products sold is attributed primarily to the higher labor cost during the 
quarter.

Selling, distribution and administrative expenses were $1.0 million in the 
first quarter of 1997 compared to $1.2 million in the first quarter of 1996. 
Reductions due to downsizing of operations in early 1996  accounted for the 
decrease.   

Interest expense was $258,000 in the first quarter of 1997 compared to 
$464,000 in the prior year due to lower average outstanding borrowings 
in 1997 compared to 1996. 

Net income for the 1997 first quarter was $200,000 versus $206,000 in 1996.

The Company continues to seek new business; however, without an increase in 
the customer base, the Company expects sales in 1997 subsequent quarters to 
be lower than in the first quarter due to lower seasonal demand for 
carburetors and heavy duty and agricultural products.   


Liquidity and Capital Resources 

Working Capital

Net working capital on March 30, 1997 was negative $(9.6) million compared to
negative $(9.9) million on December 29, 1996.

The Company classifies outstanding loans under its bank credit agreement as 
short-term obligations due to their maturity.  The amount of outstanding 
loans under the bank lines were $6.0 million on March 30, 1997 and 
$5.9 million on December 29, 1996.  The Company has also classified as 
short-term obligations the outstanding principal on a $1.5 million 
capitalized lease obligation which is supported with a letter of credit 
issued by one of the Company's banks. 

Debt

The Company's banks have extended the $6.4 million facility on short term 
periods during the first quarter.  The Company had used $6 million of the 
available facility at March 30, 1997.  The current extension expires on 
May 19, 1997.  The Company and banks initiated discussions regarding the 
continued extension of the facility in light of the  currently proposed 
creditor settlement and recapitalization plan.  There can be no assurance 
that the banks will continue to extend the facility beyond the current 
expiration date.

The Company is also indebted to various unsecured creditors, including 
current and former trade vendors.  Given the Company's current financial 
situation and the lack of a long-term financing agreement, it currently 
does not have the ability to pay these debts should the creditors demand 
payment.  As previously disclosed, the Company is in negotiations with an 
ad hoc panel representing certain of its unsecured creditors.  There can be 
no assurances that the Company and the panel will be able to reach agreement.

Without an extension of the current credit agreement or a replacement 
facility, the Company would not have sufficient funds to pay its debts should
the lenders demand payment and would not be able to continue as a going
concern.  The Company's financial statements have been prepared on a going
concern basis and do not contain adjustments which may be necessary should
the Company be forced to liquidate assets or take other actions to satisfy
debt payments or discontinue its business.

Cash Flow

The Company decreased its long-term debt, net of cash, by $180,000 in the
quarter ended March 30, 1997.  The following summarizes significant items
affecting the change in total debt, (amounts in thousands).


                                         March 30,         March 31,
                                           1997              1996
                                      -------------     -------------

Net Income 
  Changes in working capital, other   $       107       $     1,349
Depreciation and Amortization                 201               256
Proceeds from Sales of Assets                  18               864
Capital Expenditures                         (146)              (41)
                                      -------------     -------------
Increase (Decrease) in total debt,
  net of cash                          $      180       $     2,428
                                      =============     =============



PART II  OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

    (a)  Exhibits

    (27) Financial Data Schedules

    (99.1) Management Retention Agreement

    (99.2) Management Retention Agreement    

    (99.3) Management Retention Agreement

    (99.4) Indemnification Agreement



                             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.



                                       CHAMPION PARTS, INC.
                                          (Registrant)

DATE:  May 21, 1997              By:    /s/ Mark Smetana
      ______________                _______________________________
                                     Mark Smetana
                                     Vice President - Finance
                                     Corporate Secretary