SECURITIES AND EXCHANGE COMMISSION
                               
                            Washington, D. C.  20549
    




                                  Form 10-Q



______________________________________________________________________________

           Quarterly Report Pursuant To Section 13 or 15 (d) of the
                         Securities Exchange Act of 1934



                        For quarter ended April 30, 1997
                         Commission file number 0-12195



                             THERMWOOD CORPORATION
______________________________________________________________________________
             (Exact name of Registrant as specified in its charter)


            INDIANA                                       35-1169185
___________________________________              _____________________________
     (State or other jurisdiction of                  (I.R.S.  Employer
     incorporation or organization)                   Identification No.)



     P. O. Box 436, Dale, Indiana                            47523
_________________________________              _______________________________
     (Address of principal executive offices)              (Zip Code)


    Registrant's telephone number, including area code: 812-937-4476


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, and (2) has been subject to such
filing requirements for the past 90 days.  Yes X No


Common Stock, no par value, 6,943,546 shares outstanding as of April 30, 1997


<TABLE>
                            THERMWOOD CORPORATION
                      CONDENSED STATEMENTS OF OPERATIONS
                                (Unaudited)

 Item 1.                                                     
                                                           
                               Three Months Ended   Nine Months Ended
                                      April 30            April 30
                              ----------------------  ------------------------
                                  1997       1996         1997        1996
                              ----------  ----------  -----------  -----------  
<S>                           <C>         <C>         <C>          <C>
SALES                         $4,652,865  $3,342,859  $13,240,024  $10,419,670
   Less commissions              533,389     400,990    1,583,471    1,261,277
                              ----------  ----------  -----------  -----------  
NET SALES                      4,119,476   2,941,869   11,656,553    9,158,393
                                                                 
COST OF SALES                  2,603,005   1,759,542    7,112,699    5,617,177
                              ----------  ----------  -----------  -----------  
GROSS PROFIT                   1,516,471   1,182,327    4,543,854    3,541,216
                                                                 
RESEARCH AND DEVELOPMENT,
MARKETING, ADMINISTRATIVE
AND GENERAL EXPENSES           1,089,935     834,767    3,060,553    2,612,574
                              ----------  ----------  -----------  -----------  
OPERATING PROFIT                 426,536     347,560    1,483,301      928,642
                                                                 
                                                                 
Interest expense - related party       0           0            0         (889)
Interest expense - other         (16,734)    (39,577)     (70,030)    (144,421)
Other income (expense)             1,639      (6,053)       3,309        1,931
                              -----------  ----------   ----------  ----------  
     Net other income (expense)  (15,095)    (45,630)     (66,720)    (143,379)
                              -----------  ----------   ----------  ----------- 
EARNINGS BEFORE INCOME TAXES     411,441     301,930    1,416,581      785,263
                                                                 
   Income taxes                  157,847       9,000      550,901        9,000
                              -----------  ----------   ----------  -----------
                                                              
NET EARNINGS                    $253,594    $292,930     $865,680     $776,263
                                                                 
Earnings per common and common equivalent share:

   Primary                         $0.03       $0.03        $0.10        $0.08
   Assuming full dilution           0.03        0.03         0.10         0.08
                                                                 
Average number of common shares outstanding

   Primary                      7,027,821  6,286,501    6,836,405    6,046,368
   Assuming full dilution       7,385,821  7,177,501    7,182,790    6,286,501
                                                                 
</TABLE>
                                                                 
See notes to condensed financial statements.





<TABLE>
                                     THERMWOOD CORPORATION
                                    CONDENSED BALANCE SHEETS
                                          (Unaudited)

Item 1.    (Continued)                                 
                                                    April 30       July 31
                                                      1997           1996
ASSETS                                            ------------   -------------  
Current Assets                                         
   <S>                                           <C>             <C>
   Cash                                           $    30,408    $     18,995
   Accounts receivable                              1,300,414         812,540
   Inventories--Note B                              4,518,001       3,329,337
   Deferred income taxes                              570,525       1,073,000
   Prepaid expenses                                   316,132         339,015
                                                  ------------    ------------
     Total Current Assets                           6,735,480       5,572,887
                                                  ------------    ------------  
Property and Equipment
 (Net of Accumulated Depreciation)                  1,762,587       1,692,687
                                                  ------------    ------------
Other Assets                                           
   Patents, trademarks and other                      136,377         159,716
   Deferred income taxes                            1,341,000       1,341,000
                                                  ------------    ------------  
     Total Other Assets                             1,477,377       1,500,716
                                                  ------------    ------------
                                                       
       Total Assets                                 9,975,444       8,766,290
                                                  ============    ============
                                                       
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities                                    
    Accounts payable                                1,099,153         694,603
    Accrued liabilities                               769,362         587,424
    Customer deposits                                 881,707         494,009
    Current portion of long-term liabilities            6,953           6,264
                                                  ------------    ------------ 
     Total Current Liabilities                      2,757,175       1,782,300
                                                  ------------    ------------  
Long-term Liabilities -
   less current portion
   Capital lease obligations                           10,170          15,474
   Bonds payable, net of unamortized discount         330,219         693,279
                                                  ------------    ------------  
     Total Long-term Liabilities                      340,389         708,753
                                                  ------------    ------------  
Shareholders' Equity                                   
 Preferred Stock, no par value, 2,000,000
 shares authorized 780,800 and 900,000
 issued and outstanding                             2,691,840       3,097,120
Common stock, no par value, 20,000,000 shares
 authorized 6,406,546 shares in 1996 and
 6,943,546 shares in 1997 issued and outstanding   10,548,384      10,190,404
Accumulated deficit                                (6,337,594)     (6,984,162)
                                                  ------------    ------------ 
                                                    6,902,630       6,303,362
   Less subscriptions receivable                       24,750          28,125
                                                  ------------    ------------ 
     Total Shareholders' Equity                     6,877,880       6,275,237
                                                  ------------    ------------
                                                       
Total Liabilities and Shareholders' Equity         $9,975,444      $8,766,290
                                                  ============    ============ 
</TABLE>
                                                       
See notes to condensed financial statements.
<TABLE>


                           THERMWOOD CORPORATION
                     CONDENSED STATEMENTS OF CASH FLOWS
                                (Unaudited)
Item 1. (Continued)                                  
                                                     
                                                         Nine Months Ended
                                                             April 30
                                                 -----------------------------
                                                      1997            1996
OPERATING ACTIVITIES:                            --------------- -------------
<S>                                               <C>            <C>
Net earnings                                      $     865,680  $    776,263
                                                     
Adjustments to reconcile net earnings to 
 net cash provided by operating activities:
   Depreciation and amortization                        211,563       211,984
   Amortization of bond discount
    and issuance costs                                   11,842        19,590
   Gain on sale of property and equipment                     0       (15,630)
   Changes in operating assets and liabilities:
      Accounts receivable                              (487,874)      295,569
      Inventories                                    (1,188,664)     (337,956)
      Prepaid expenses and other assets                 525,357       155,818
      Accounts payable                                  404,550      (136,006)
      Accrued liabilities                               181,939      (104,541)
      Customer deposits                                 387,698      (173,481)
                                                     -----------   -----------
Net cash provided by operating activities               912,091       691,610

                                                     -----------   -----------
INVESTING ACTIVITIES:                                
   Proceeds from sale of property and equipment               0        40,000
   Purchases of property and equipment                 (275,046)     (216,981)
                                                     -----------   -----------  
Net cash used by investing activities              (275,046)         (176,981)
                                                     -----------   ----------- 
FINANCING ACTIVITIES:                                
   Principal payments on notes payable, lease
      obligations and long-term debt                     (4,615)      (30,164)
   Payment of dividends on preferred stock             (219,112)     (250,888)
   Redemption of preferred stock                       (405,280)     (235,960)
   Exercise of qualified stock options                        0        35,175
   Payment received for subscriptions receivable          3,375             0  
                                                    ------------   -----------
Net cash  used by financing activities                 (625,632)     (481,837)
                                                     
Increase in cash                                         11,413        32,792
Cash, beginning of period                                18,995        10,544
                                                    ------------   -----------  
Cash, end of period                                 $    30,408    $   43,336
                                                    ============   ===========  
ADDITIONAL INFORMATION:                              
Interest paid                                       $    70,030    $  119,094
                                                    ============   ===========
Conversion of bonds payable, net of   
  unamortized discount                              $   357,980    $1,012,596
                                                    ============   ===========
Subscriptions receivable for common stock issued    $          0   $   45,875
                                                    ============   =========== 
</TABLE>
                                                     
                                                     
See notes to condensed financial statements.

NOTES TO FINANCIAL STATEMENTS:

Note A - Basis of Presentation
------------------------------
The unaudited condensed financial statements have been prepared in accordance
with the instructions to Form l0-Q and, therefore, do not include all
information and footnotes required by generally accepted accounting principles
for complete financial statements.  The statements have not been examined by
independent accountants but include, in the opinion of the Company, all
adjustments (consisting of normal recurring adjustments) necessary to present
fairly the condensed financial position and the results of operations for the
periods presented.  These financial statements should be read in conjunction
with the Company's financial statements included on Form 10-K for the year ended
July 31, 1996 and Form 10-Q for the quarter ended April 30, 1996.

Operating results for the interim periods are not necessarily indicative of
the results that may be expected for the year.

Note B - Inventories
--------------------

Inventories are priced at the lower of cost (first-in, first-out method)
or market.
<TABLE>
                                         April 30         July 31
                                           1997             1996
                                        -----------     -----------
Components of inventory:
                              
 <S>                                    <C>             <C>
 Raw material                           $ 2,462,393     $ 1,916,980
 Work in process                          1,759,464         903,447
 Finished goods                             296,144         508,910
                                        -----------     -----------            
Total                                   $ 4,518,001     $ 3,329,337
                                        ===========     ===========
</TABLE>

Note C - Reclassifications
--------------------------

Certain amounts presented in the prior year condensed financial statements
have been reclassified to conform to the current year presentation.

Note D - Earnings per Share
---------------------------

Primary earnings per common and common equivalent share is based on net
earnings less preferred stock dividend requirements and the weighted
average number of common shares outstanding adjusted for the incremental
shares attributed to dilutive stock options and warrants using the treasury
stock method.

Earnings per share assuming full dilution is determined by dividing net
earnings attributable to common shareholders plus interest and amortization
expense (net of income taxes) related to convertible debentures by the sum
of the weighted average number of common shares outstanding and the
incremental shares attributed to dilutive common stock equivalents and the
assumed conversion of the convertible debentures.


Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS
         
Results of Operations
---------------------

Net sales for the quarter ended April 30, 1997 were $4,119,476 an increase of
40.0% from the third quarter net sales in fiscal 1996 and an increase of 8.6%
over the second quarter of fiscal year 1997.  Net sales for the nine months
of the current fiscal year were $11,656,553, an increase of $2,498,160, or
27.3%, from last year's nine-month period.

Gross profit for the current quarter was $1,516,471, an increase of 28.3% from
the third quarter last year and a decrease of 4.8% from the second quarter
of 1997.  Gross profit for the nine months ended April 30, 1997 was an
increase of $1,002,638, or 28.3%, over the same period of fiscal year 1996.
Gross profit as a percentage of net sales was 36.8% compared to 42.0% for the
second quarter of 1997 and 40.2% during the third quarter of fiscal year 1996
and increased from 38.7% to 39.0% for the nine-month periods ended April 30,
1996 and 1997, respectively.

The higher gross profit for the third quarter of fiscal 1997 and reduced
interest costs resulted in earnings before income taxes of $411,441, an
improvement of $109,511 over a profit of $301,931 for the same period in
fiscal year 1996.  The cost of sales increase of 47.9%  from the third
quarter of fiscal year 1996 was due primarily to proportionately higher net
sales for the same period.   Cost of sales was also higher due to wage
increases and a learning curve involved with hiring additional people for a 
night shift because of increased backlog.

Research and development, marketing and administrative and general expenses
for the third quarter of fiscal year 1997 increased approximately 30.6%
from the third quarter of fiscal year 1996 and increased approximately 17.1%
for the nine-month period ended April 30, 1997, compared to the same period
in fiscal year 1996.  The year-to-date increase is due primarily to an
increased work force and increases in salaries and bonuses based upon
profitability.  Additionally, European operations in the first year added
increased expenses of approximately 2% of the total.

Interest expense in the third quarter of fiscal year 1997 was $16,734, a
decrease of approximately 57.7% from $39,577 for the same quarter last year
and a decrease of approximately 36.6% from the second quarter of fiscal year
1997.  For the nine-month period ended April 30, 1997 interest expense was
$70,030 compared to $145,310 for the same period of fiscal year 1996, a
decrease of approximately 51.8%.  This lower level of interest is due
primarily to a reduction of an additional $405,000 in long-term 12%
debentures which were voluntarily converted to common stock.  The remaining
balance of debentures is approximately $330,000, net of unamortized discount,
at April 30, 1997.

The net earnings in the third quarter of fiscal year 1997 were $253,594, a
decrease of 13.4% from the third quarter of fiscal year 1996.  For the
nine-month period ended April 30, 1997, net earnings increased by $89,417
over the net earnings of $776,263 for the first nine months in fiscal year
1996.  Income taxes of $550,901 were accrued for the nine months ended
April 30, 1997 compared to $9,000 accrued for the same period in 1996.

Liquidity and Capital Resources
-------------------------------

At April 30, 1997, the Company's working capital was $3,978,305 compared to
$3,790,587 at July 31, 1996.  This increase was primarily due to cash
generated by operations.  An increase in backlog of approximately $2,200,000
from the $1,600,000 at July 31, 1996 contributed to increased raw material
and work-in-process inventories.  Increased inventories contributed to the
increase in working capital by approximately $1,190,000.   Inventory levels
were increased to support the backlog covering the shorter production period
and faster turnaround demanded by customers.

Backlog increased during the third fiscal quarter ended April 30, 1997 to
$3,800,000 compared to $2,500,000 at the end of the preceding quarter and
$1,400,000 for the quarter ended April 30, 1996. Accounts receivable also
increased approximately $490,000 while accounts payable and customer deposits
also increased approximately $400,000 each from July, 1996 due to higher
sales levels.  Other assets decreased because of an accrual of approximately
$500,000 in federal income taxes which offsets the current portion of the
deferred income tax benefit.

Shareholders' equity increased from $6,275,237 at July 31, 1996 to $6,877,880
in the nine-month period ending April 30, 1997.  While a total of 1,179,000
shares of common stock at a price of $1 per share were converted from the 12%
debentures during the nine months ended April 30, 1996 for an increase to
shareholders' equity in the amount of $987,130, net of discount and issuance
costs, 405,000 shares were added to common stock at a net amount of $357,980
in the first nine months of fiscal 1997.

  
                             THERMWOOD CORPORATION
                                    FORM 10Q
                                    4/30/97

    PART II.  OTHER INFORMATION

    ITEM 1.  LEGAL PROCEEDINGS:

             None.

    ITEM 2.  CHANGES IN SECURITIES:

             None.

    ITEM 3.  DEFAULTS UPON SENIOR SECURITIES:

         a.  None.

         b.  Not applicable.

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

          None.

    ITEM 5.  OTHER INFORMATION:

          None.

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

         a.  Exhibits.  None.

         b.  Reports on Form 8-K.  None were filed during the quarter.

                                             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.

                   THERMWOOD CORPORATION
                   __________________________
                   (Registrant)



    Date_May 27, 1997_By_/s/ Kenneth J. Susnjara________________________
                             President (Principal Executive Officer)



    Date_May 27, 1997 --By_/s/ Rebecca F. Fuller__________________________
                               Treasurer (Principal Financial Officer)