UNITED STATES 
                  SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C. 20549
 
                            FORM 10-Q/A

[  ]  Quarterly Report Under Section 13 or 15(d)
      of the Securities Exchange Act of 1934 
 
      For the Quarter ended              June  28, 1998                    
  
      or

[  ]  Transition Report Pursuant to Section 13 or 15(d) of
      the Securities Exchange Act of 1934
  
      Commission file number               1-9298                     
 
 
 
                RAYTECH CORPORATION                     
        (Exact name of Registrant as specified in its charter)
 
 
 
            DELAWARE                               06-1182033     
 (State or other jurisdiction of              (I.R.S. Employer       
 incorporation or organization)               Identification No.) 
 
 
    Suite 295, Four Corporate Drive
    Shelton, Connecticut                                  06484     
 (Address of principal executive offices)               (Zip Code) 
 
 
                            203-925-8023           
                   (Registrant's telephone number)  
 
 
 Indicate by check mark whether the Registrant (1) has filed all
 reports 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           
 
 As of June 28, 1998, 3,420,995 shares of the Registrant's
 common stock, par value $1.00, were issued and outstanding.
  
 
                              Page 1 of 35
                              <PAGE>
   
                        RAYTECH CORPORATION  
 
                               INDEX  
 
 
                                                            Page     
                                                           Number
 
 PART I.       UNAUDITED FINANCIAL INFORMATION: 
 
 Item 1.   Condensed Consolidated Balance Sheets as           
           at June 28, 1998 and December 28, 1997              3
 
           Condensed Consolidated Statements of  
           Operations for the thirteen weeks 
           and twenty-six weeks ended June 28, 1998 
           and June 29, 1997                                   4
          
           Condensed Consolidated Statements of Cash  
           Flows for the thirteen weeks and twenty-six 
           weeks ended June 28, 1998 and June 29, 1997         5
           Consolidated Statements of Shareholders' 
           Equity - 1997                                       6
  
           Consolidated Statements of Shareholders'
           Equity - 1998                                       7
  
           Notes to Condensed Consolidated 
           Financial Statements                                8
   
  Item 2.  Management's Discussion and Analysis of                    
           Financial Condition and Results of Operations      21 
  
  
  PART II. OTHER INFORMATION
  
  Item 1.  Legal Proceedings                                  25
  
  Item 6.  Exhibits and Reports on Form 8-K                   34 
  
           Signature                                          35 
  
  
  
  
  
  
  
  
  
  
                                   -2-<PAGE>
  

RAYTECH CORPORATION

<TABLE>
CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands, except share data)(Unaudited)   
<CAPTION>
                                                                  June 28,    Dec. 28,
As at                                                               1998       1997  
<S>                                                              <C>         <C>
                                                                 
ASSETS                                                                        
Current assets                                                                
  Cash and cash equivalents                                      $  6,200     $ 9,913
  Trade accounts receivable, less allowance of $761                                  
    for 1998 and $1,186 for 1997                                   31,920      26,903
  Inventories                                                      30,107      28,202
  Other current assets                                              9,284       8,590
      Total current assets                                         77,511      73,608
 
Property, plant and equipment                                     150,888     143,131
  Less accumulated depreciation                                    86,634      82,141
      Net property, plant and equipment                            64,254      60,990
Investment in and advances to affiliates                           16,444      10,249
Other assets                                                        8,616       8,538
Total assets                                                     $166,825    $153,385
                                                                                      
LIABILITIES                                                                           
Current liabilities                                                                   
  Notes payable                                                    21,501      13,039
  Current portion of long-term debt - Raymark                      13,374       9,970
  Current portion of long-term debt                                   140         130
  Accounts payable                                                 14,553      20,703
  Accrued liabilities                                              18,352      22,442
      Total current liabilities                                    67,920      66,284
                                                                                      
Long-term debt due to Raymark                                      18,706      21,988
Long-term debt                                                      4,453       1,178
Postretirement benefits other than pensions                        10,580      10,044
Other long-term liabilities                                         6,325       5,429
Total liabilities                                                 107,984     104,923
                                                                                   
SHAREHOLDERS' EQUITY                                                                  
Capital stock                                                                         
  Cumulative preference stock, no par value                                           
  800,000 shares authorized, none issued & outstanding                                
  Common stock, par value $1.00                                       -           -   
  7,500,000 shares authorized, 5,553,054 and 5,417,367                      
    issued and outstanding in fiscal 1998 and 1997, respectively    5,553       5,417
Additional paid in capital                                         70,501      70,275 
Accumulated deficit                                               (13,241)    (23,384)
Accumulated other comprehensive income                                589         715
                                                                   63,402      53,023 
Less treasury shares at cost                                       (4,561)     (4,561)
      Total shareholders' equity                                   58,841      48,462
Total liabilities and shareholders' equity                       $166,825    $153,385
<FN>
The accompanying notes are an integral part of these statements.
</TABLE>
<PAGE>
                            RAYTECH CORPORATION
              CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                    (000's omitted, except share data)





<TABLE>
<CAPTION>





                                       For the 13 Weeks Ended    For the 26 Weeks Ended
                                       June 28,      June 29,    June 28,      June 29,
                                         1998           1997       1998          1997    
<S>                                    <C>           <C>         <C>          <C>

Net Sales                              $ 63,645      $ 60,760    $126,540     $119,881
Cost of sales                           (47,172)      (47,077)    (95,372)     (92,270)

       Gross profit                      16,473        13,683      31,168       27,611

Selling and administrative expenses      (8,772)       (5,828)    (15,616)     (12,969)

       Operating profit                   7,701         7,855      15,552       14,642

Interest expense                           (831)         (327)     (1,060)        (645)
Interest expense - Raymark                  (45)         (562)        (90)      (1,031)
Other income (expense), net                 835           439         576          921

Income before provision for income
  taxes and minority interest             7,660         7,405      14,978       13,887
Provision for income tax                 (1,201)       (2,181)     (3,909)      (4,135)
Minority interest                          (473)          (81)       (926)        (327)

Net income                             $  5,986      $  5,143    $ 10,143     $  9,425

Basic earnings per share               $   1.75      $   1.58    $   3.00     $   2.90

Diluted earnings per share             $   1.67      $   1.46    $   2.85     $   2.68

<FN>
The accompanying notes are an integral part of these statements.
<FN>
</TABLE>
<PAGE>
                            RAYTECH CORPORATION

              CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                              (in thousands)




<TABLE>
<CAPTION>
                                                                                           
                                                       June 28,     June 29, 
For the 26 Weeks Ended                                    1998         1997 
<S>                                                   <C>          <C>


    Net cash provided by operating activities         $   5,655    $   9,141

Cash flow from investing activities:
  Capital expenditures                                   (7,773)      (9,818)
  Proceeds on sale of property, plant and equipment          72          105
  Purchase of common stock in AFM                        (3,000)         -  
  Acquisition of machinery and equipment from AFM           -         (7,039)
    Net cash used in investing activities               (10,701)     (16,752)

Cash flow from financing activities:
  
  Cash overdraft                                         (3,090)          - 
  Proceeds from short-term borrowings                     2,998        5,124
  Proceeds on long-term debt                              1,185          472
  Principal payments on long-term debt                     (101)         (88)
  Payments on borrowings from Raymark                        -        (2,417)       
  Other                                                     356          (48)


    Net cash used in financing activities                 1,348        3,043     

Effect of exchange rate changes on cash                     (15)         (93)

Net change in cash and cash equivalents                  (3,713)      (4,661)

Cash and cash equivalents at beginning of period          9,913       11,341

Cash and cash equivalents at end of period             $  6,200     $  6,680


<FN>
The accompanying notes are an integral part of these statements.
</TABLE>
    <PAGE>
                                        RAYTECH CORPORATION
                          CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                                 (in thousands, except share data)
<TABLE>
<CAPTION>


                                                                  Accumulated
                           Number              Paid                   Other                   
                          of Shares   Common    in   Accumulated  Comprehensive    Treasury Stock   
                           Issued      Stock  Capital   Deficit      Income       Cost      Shares  
  <C>      <C> <C>        <C>        <C>      <C>      <C>           <C>        <C>      <C>

Balance,
  December 29, 1996       5,371,821  $ 5,372  $70,208  $ (38,922)    $ 1,918    $(4,561) (2,132,059)     

Stock options exercised      17,920       18       23                        

Cumulative translation
  adjustment                                                          (1,070)

Purchase of treasury  
  stock

Net income for the
 period ended     
 June 29, 1997                                             9,425                                    
Balance,
 June 29, 1997            5,389,741  $ 5,390  $70,231  $ (29,497)    $   848    $(4,561) (2,132,059)

<FN>
The accompanying notes are an integral part of these statements.
</TABLE>





<PAGE>
                                        RAYTECH CORPORATION
                          CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                                 (in thousands, except share data)

<TABLE>
<CAPTION>

                                                                    Accumulated
                           Number              Paid                   Other                   
                          of Shares   Common    in   Accumulated   Comprehensive   Treasury Stock   
                           Issued      Stock  Capital   Deficit       Income      Cost      Shares  
  <C>      <C> <C>        <C>        <C>      <C>      <C>           <C> <C>    <C>      <C>

Balance,
  December 28, 1997       5,417,367  $ 5,417  $70,275  $ (23,384)    $   715    $(4,561) (2,132,059)     

Stock options exercised     135,687      136      226                        

Cumulative translation
  adjustment                                                            (126)

Purchase of treasury  
  stock

Net income for the
 period ended     
 June 28,1998                                             10,143                                    
Balance,
 June 28, 1998            5,553,054  $ 5,553  $70,501  $ (13,241)    $   589    $(4,561) (2,132,059)

<FN>
The accompanying notes are an integral part of these statements.
</TABLE>
<PAGE>
  
                       RAYTECH CORPORATION  
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  
             (dollars in thousands, except share data)
                            (Unaudited)
  
  
  NOTE:  For purposes of the notes and Item 2, Raytech Corporation
         and its subsidiaries are referenced on a consolidated basis
         as "Raytech" or the "Company" where appropriate.
  
   
  NOTE A - RESTRUCTURING OF RAYTECH, CHAPTER 11 PROCEEDINGS 
           AND OTHER LITIGATION
  
        Raytech Corporation ("Raytech" or the "Company") was
  incorporated on June 13, 1986 in Delaware and held as a subsidiary
  of Raymark Corporation ("Raymark").  In October 1986, Raytech
  became the publicly traded (NYSE) holding company of Raymark stock
  through a triangular merger restructuring plan approved by
  Raymark's shareholders at its October 1986 Annual Meeting whereby
  each share of common stock of Raymark was automatically converted
  into both a share of Raytech common stock and a right to purchase
  a warrant for Raytech common stock.  Each warrant entitled the
  holder to purchase one share of Raytech common stock at a price of
  $9.00 at any time, subject to certain limitations, prior to
  October 1, 1991, extended to 1994.  The warrants expired on
  October 1, 1994.  Raymark, thereby, became a wholly-owned
  subsidiary of Raytech.  The purpose of the formation of Raytech
  and the restructuring plan was to provide a means to gain access
  to new sources of capital and borrowed funds to be used to finance
  the acquisition and operation of new businesses in a corporate
  structure that should not subject it or such acquired businesses
  to any asbestos-related or other liabilities of Raymark.
  
        Prior to the formation of Raytech, Raymark was first sued
  in an asbestos-related claim in 1971 and has since been named as a
  defendant in more than 88,000 lawsuits in which substantial
  damages have been sought for injury or death from exposure to
  airborne asbestos fibers.  More than 35,000 of such lawsuits have
  been disposed of by settlements, dismissals, summary judgments and
  trial verdicts at a cost in excess of $333,000 principally covered
  by Raymark's insurance.  Subsequent to the sale of Raymark, as
  described below, lawsuits continued to be filed against Raymark at
  the rate of approximately 1,000 per month until an involuntary
  petition in bankruptcy was filed against Raymark in February 1989,
  which stayed all its litigation.  In August 1996, the involuntary
  petition filed against Raymark was dismissed following a trial and
  the stay was lifted.  However, in March 1998 Raymark filed a
  voluntary bankruptcy petition again staying the litigation.
  
    <PAGE>
        In accordance with the restructuring plan, Raytech
  purchased the Wet Clutch and Brake Division and German subsidiary
  in 1987 from its then wholly-owned subsidiary, Raymark.  Each such
  acquisition was financed through borrowed funds from new lenders 
  and Raytech stock and notes.  Pursuant to these acquisitions,
  Raymark agreed to indemnify Raytech for any future legal
  liabilities and costs that may result from asbestos litigation. 
  Management believes that each purchase by Raytech from Raymark
  complies with Raytech's restructuring plan principles of (i)
  paying fair market value, (ii) acquiring businesses that did not
  give rise to any asbestos-related or other claims against Raymark,
  (iii) permitting Raymark to retain the proceeds for its ongoing
  business and creditors, (iv) entering the transactions in good
  faith and not to hinder, delay or defraud creditors, and (v)
  conducting its affairs independent of Raymark. 
  
        In May 1988, following shareholder approval, Raytech sold
  all of the Raymark stock to Asbestos Litigation Management, Inc.,
  thereby divesting itself of Raymark.  Consideration received for
  the Raymark stock consisted of $50 cash paid at the closing and a
  7-l/2% $950 promissory note to be paid in six equal annual
  installments beginning one year after the closing with interest
  payable annually.  This transaction resulted in a pretax loss of
  approximately $59,000 which was reflected in the 1988 consolidated
  financial statements.  
  
        Despite the restructuring plan implementation and
  subsequent divestiture of Raymark, Raytech was named a co-defendant 
  with Raymark and other named defendants in approximately
  3,300 asbestos-related lawsuits as a successor in liability to
  Raymark.  The dollar value of these lawsuits cannot be estimated. 
  Until February 1989, the defense of all such lawsuits was provided
  to Raytech by Raymark in accordance with the indemnification
  agreement included as a condition of the purchase of the Wet
  Clutch and Brake Division and German subsidiary from Raymark in
  1987.  In February 1989, an involuntary petition in bankruptcy was
  filed against Raymark, and subsequently, a restrictive funding
  order was issued by an Illinois Circuit Court, which required one
  of Raymark's insurance carriers to pay claims but not defense
  costs, and another insurance carrier had been declared insolvent. 
  These circumstances caused Raymark to be unable to fund the costs
  of defense to Raytech in the asbestos-related lawsuits referenced
  above, as provided in the indemnity section of the acquisition
  agreement.  Raytech management was informed that Raymark's cost of
  defense and disposition of cases up to the automatic stay of
  litigation under the involuntary bankruptcy proceedings was
  approximately $333 million of Raymark's total insurance coverage
  of approximately $395 million.  Raytech management was also
  informed that as a result of the dismissal of the involuntary
  petition, Raymark again encountered asbestos-related lawsuits but
  had received $27 million from a state guarantee association to
  make up the insurance policies of the insolvent carrier and had
  <PAGE>
  $32 million in other policies to defend against such litigation. 
  However, in March 1998 Raymark filed a voluntary bankruptcy
  petition naming several large asbestos-related judgment creditors.
  
        In an asbestos-related personal injury case decided in
  October 1988 in a U.S. District Court in Oregon, Raytech was ruled
  under Oregon equity law to be a successor to Raymark's asbestos-
  related liability.  The successor ruling was appealed by Raytech
  and in October 1992 the Ninth Circuit Court of Appeals 
  affirmed the District Court's judgment on the grounds stated in
  the District Court's opinion.  The effect of this decision
  extends beyond the Oregon District due to a Third Circuit Court of
  Appeals decision in a related case cited below wherein Raytech was
  collaterally estopped (precluded) from relitigating the issue of
  its successor liability for Raymark's asbestos-related
  liabilities.
  
        As the result of the inability of Raymark to fund
  Raytech's costs of defense recited above, and in order to obtain a
  ruling binding across all jurisdictions as to whether Raytech is
  liable as a successor for asbestos-related and other claims,
  including claims yet to be filed relating to the operations of
  Raymark or its predecessors, on March 10, 1989, Raytech filed a
  petition seeking relief under Chapter 11 of Title 11, United
  States Code in the United States Bankruptcy Court, District of
  Connecticut.  Under Chapter 11, substantially all litigation
  against Raytech has been stayed while the debtor corporation and
  its non-filed operating subsidiaries continue to operate their
  businesses in the ordinary course under the same management and
  without disruption to employees, customers or suppliers.  In the
  Bankruptcy Court a creditors' committee was appointed, comprised
  primarily of asbestos claimants' attorneys.  In August 1995, an
  official committee of equity security holders was appointed 
  relating to a determination of equity security holders' interest
  in the estate.
  
        In June 1989 Raytech filed a class action in the
  Bankruptcy Court against all present and future asbestos claimants
  seeking a declaratory judgment that it not be held liable for the
  asbestos-related liabilities of Raymark.  It was the desire of
  Raytech to have this case heard in the U.S. District Court, and
  since the authority of the Bankruptcy Court is referred from the
  U.S. District Court, upon its motion and argument the U.S.
  District Court withdrew its reference of the case to the
  Bankruptcy Court and thereby agreed to hear and decide the case. 
  In September 1991, the U.S. District Court issued a ruling
  dismissing one count of the class action citing as a reason the
  preclusive effect of the 1988 Oregon case, previously discussed,
  under the doctrine of collateral estoppel (conclusiveness of
  judgment in a prior action), in which Raytech was ruled to be a
  successor to Raymark's asbestos liability under Oregon law.  The
  remaining counts before the U.S. District Court involve the
  <PAGE>
  transfer of Raymark's asbestos-related liabilities to Raytech on
  the legal theories of alter-ego and fraudulent conveyance.  Upon a
  motion for reconsideration, the U.S. District Court affirmed its
  prior ruling in February 1992.  Also, in February 1992, the U.S.
  District Court transferred the case in its entirety to the U.S.
  District Court for the Eastern District of Pennsylvania.  Such
  transfer was made by the U.S. District Court without motion from
  any party in the interest of the administration of justice as 
  stated by the U.S. District Court.  In December 1992, Raytech
  filed a motion to activate the case and to obtain rulings on the
  remaining counts which was denied by the U.S. District Court.  In
  October 1993, the creditors' committee asked the Court to certify
  the previous dismissal of the successor liability count.  In
  February 1994, the U.S. District Court granted the motion to
  certify and the successor liability dismissal was accordingly
  appealed.  In May 1995, the Third Circuit Court of Appeals ruled
  that Raytech is collaterally estopped (precluded) from
  relitigating the issue of its successor liability as ruled in the
  1988 Oregon case recited above, affirming the U.S. District
  Court's ruling of dismissal.  A petition for a writ of certiorari
  was denied by the U.S. Supreme Court in October 1995.  The ruling
  leaves the Oregon case, as affirmed by the Ninth Circuit Court of
  Appeals, as the prevailing decision holding Raytech to be a
  successor to Raymark's asbestos-related liabilities. 
  
        Since the bankruptcy filing several entities have
  asserted claims in Bankruptcy Court alleging environmental
  liabilities of Raymark based upon similar theories of successor
  liability against Raytech as alleged by asbestos claimants.  These
  claims are not covered by the class action referenced below and
  will be resolved in the bankruptcy case.  The environmental claims
  include a claim of the Pennsylvania Department of Environmental
  Resources ("DER") to perform certain activities in connection with
  Raymark's Pennsylvania manufacturing facility, which includes
  submission of an acceptable closure plan for a landfill containing
  hazardous waste products located at the facility and removal of
  accumulated baghouse dust from its operations.  In March 1991, the
  Company entered a Consent Order which required Raymark to submit a
  revised closure plan which provides for the management and removal
  of hazardous waste, for investigating treatment and monitoring of
  any contaminated groundwater and for the protection of human
  health and environment at the site, all relating to the closure of
  the Pennsylvania landfill and to pay a nominal civil penalty.  The
  estimated cost for Raymark to comply with the order is $1.2
  million.  The DER has reserved its right to reinstitute an action
  against the Company and the other parties to the DER order in the
  event Raymark fails to comply with its obligations under the
  Consent Order.  Another environmental claim was filed against the
  Company by the U.S. Environmental Protection Agency for civil
  penalties charged Raymark in the amount of $12 million arising out
  of alleged Resource Conservation and Recovery Act violations at
  Raymark's Stratford, Connecticut, manufacturing facility.  
  
  <PAGE>
      In January 1997, the U.S. Environmental Protection Agency
  ("EPA") and the State of Connecticut filed suit against Raymark
  claiming an amended amount of $300 million in damages for cleanup
  of the Stratford, Connecticut, site.  The EPA has also filed a
  bankruptcy claim against Raytech as a successor to Raymark for
  cleanup of the Stratford site and other Raymark sites. 
  Determination of Raytech's liability for such claims, if any, is
  subject to Bankruptcy Court deliberations and proceedings.  It is
  possible that additional claims for reimbursement of environmental
  cleanup costs related to Raymark facilities may be asserted
  against Raytech, as successor in liability to Raymark.  
  
        In April 1996, the Indiana Department of Environmental
  Management ("IDEM") advised Raybestos Products Company ("RPC"), a
  wholly-owned subsidiary of the Company, that it may have
  contributed to the release of lead and PCB's (polychlorinated
  biphenyls) found in small waterways near its Indiana facility.  In
  June, IDEM named RPC as a potentially responsible party ("PRP"). 
  RPC notified its insurers of the IDEM action and one insurer
  responded by filing a complaint in January 1997 in the U.S.
  District Court, Southern District of Indiana, captioned Reliance
  Insurance Company vs. RPC seeking a declaratory judgment that any
  liability of RPC is excluded from its policy with RPC.  The
  discovery process in this action is nearing completion.  RPC
  continues to assess the extent of the contamination and its
  involvement and is currently negotiating with IDEM for an agreed
  order of cleanup.  The Company intends to offset its investigation
  and cleanup costs against its notes payable to Raymark when such
  costs become known pursuant to the indemnification clause in the
  wet clutch and brake acquisition agreement since it appears that
  any source of contamination would have occurred during Raymark's
  ownership of the Indiana facility.  Blood tests administered to
  residents in the vicinity of the small waterways revealed no
  exposure.  The Company incurred $1,751 in legal and testing costs
  associated with this matter during fiscal years 1996 and 1997 and
  has filed for reimbursement from Raymark under the indemnification
  agreement.  The amount is included in other current assets at
  December 28, 1997.  An additional $66 in legal costs has been
  incurred in 1998.
  
        As a result of an inspection, the Company has been
  notified that the operations purchased from AFM in January 1996 in
  Sterling Heights, Michigan, are in violation of a consent order
  issued by the Michigan Department of Environmental Quality
  ("DEQ").  The consent order included a compliance program
  providing for measures to be taken to bring certain operations
  into compliance and recordkeeping on operations in compliance. 
  Potential fines for the violations were as high as $4.6 million;
  however, negotiations with the DEQ have been in progress
  concerning the compliance program and fines for past violations,
  resulting in a tentative agreement providing for a consent
  judgment with a fine of $324.  Finalization of the consent 
  <PAGE>
judgment now is pending before a Michigan State Court.  The
  Company has accrued the cost of resolution of this matter.
  
        Under bankruptcy rules, the debtor-in-possession has
  an exclusive period in which to file a reorganization plan. 
  Such exclusive period had been extended by the Bankruptcy Court
  pending the conclusion of the successor liability litigation.  
  However, in December 1992, the creditors' committee filed a
  motion to terminate the exclusive period to file a plan of 
  reorganization.  At a hearing in May 1993, the motion was
  denied by the Bankruptcy Court but was appealed by the
  creditors' committee.  In November 1993, the U.S. District
  Court reversed the Bankruptcy Court and terminated the
  exclusive period to file a plan of reorganization effective in
  January 1994.  Accordingly, any party in interest, including
  the debtor, the creditors' committee, or a creditor could
  thereafter file a plan of reorganization.
  
        In May 1994, Raytech filed a Plan of Reorganization
  ("Debtor's Plan") in the U.S. Bankruptcy Court for the purpose
  of seeking confirmation allowing Raytech to emerge from the
  bankruptcy filed March 10, 1989.  Important conditions
  precedent to confirmation of the Debtor's Plan include a final
  judgment in the litigation to determine to what extent Raytech
  is a successor to the liabilities of Raymark and a resolution
  of the environmental claims or other claims filed or to be
  filed by governmental agencies.  The Debtor's Plan provides
  that in the event Raytech is found to be a successor, it is to
  establish a successor trust funded by an amount determined to
  be the difference between what Raytech should have paid for the
  businesses purchased from Raymark less the amount actually paid
  and less amounts to be paid for environmental and other claims. 
  This remedy would satisfy its obligations as a successor in
  full and render all claimants unimpaired, thereby eliminating
  the need for balloting and all equity shareholders would retain
  their interests in full.  Raytech is reviewing the Debtor's
  Plan to determine applicability and possible amendment in view
  of developments in the bankruptcy proceedings.  In September
  1994, the creditors' committee filed its own Plan of
  Reorganization in competition to the Debtor's Plan ("Creditors'
  Plan").  The Creditors' Plan calls for the elimination of
  Raytech Corporation and its stockholders to be replaced with a
  new Raytech.  All of the stock of new Raytech would then be
  distributed to unsecured claimants, environmental claimants and
  both past and future asbestos disease claimants on a formulated
  basis set forth in the Plan.  Current stockholders of Raytech
  would receive nothing under the Plan.  Raytech believes the
  Creditors' Plan is unconfirmable and will vigorously contest
  attempts to have it confirmed.  Upon motion of the parties and
  support of the Bankruptcy Court, the major interested parties
  agreed in August 1995 to participate in non-binding mediation
  to attempt to effectuate a consensual plan of reorganization. 
  <PAGE>
  The mediation process commenced in October 1995 and was
  concluded in March 1996 without agreement for a consensual plan
  of reorganization.  The competing plans of Raytech and its
  creditors have returned to Bankruptcy Court procedures. 
  Efforts to reach a consensual plan of reorganization are
  continuing.  The outcome of these matters is expected to take
  considerable time and is uncertain.  If an adverse plan is
  confirmed, it would have a material adverse impact on Raytech
  and its stockholders.
  
        The process for confirmation of a reorganization plan
  was begun in 1996 and continues with adversary positions being
  presented to the Bankruptcy Court by the parties concerning the
  claims bar date, the notice to claimants and estimation of
  claims.
        
        In November 1996, Raytech filed an adversary
  proceeding complaint against the creditors' committee, seeking
  a declaratory judgment of the Bankruptcy Court that Raytech's 
  liability to present and future creditors as a successor to
  Raymark is limited pursuant to bankruptcy law.  The creditors'
  committee filed a motion for a summary judgment, which was
  granted by the Bankruptcy Court at a hearing in August 1997. 
  Raytech has filed an appeal of the order.
  
        Several other matters have been filed in the
  Bankruptcy Court in 1996 and 1997 but not acted upon as yet and
  remain pending, including:  (1)  A creditors' committee motion
  for the appointment of a trustee to manage the Company; (2) 
  Raytech's motion to dismiss its bankruptcy petition based upon
  Raymark providing indemnity for liability claims that may be
  filed against it; (3) a creditors' committee adversary
  proceeding complaint seeking to assert control over Raymark and
  its assets on the grounds of fraudulent transfers in the
  reorganization of Raytech in 1986 and the divestiture of
  Raymark in 1988; (4) a creditors' committee adversary
  proceeding complaint to litigate alternative theories of
  liability of Raytech other than successor liability; and (5) a
  creditors' committee adversary proceeding complaint to sanction
  Raytech for violation of a stipulation to give notice for non-
  ordinary course transactions by Raytech subsidiaries.  In March
  1998, the creditors' committee filed a motion to activate the
  complaint seeking to assert control over Raymark and its
  assets, which is pending before the Court.
  
        In February 1997, Raytech resumed making monthly
  payments of $650,000 to Raymark pursuant to the 1987 Asset
  Purchase Agreement as amended, to ensure indemnification for
  Raymark liabilities.  In November 1997, the creditors'
  committee filed an adversary proceeding complaint and motion
  for a temporary restraining order to halt the payments based
  upon several theories, including a waste of assets and breach
  <PAGE>
  of a prior stipulation and fiduciary duty.  In January 1998,
  the Bankruptcy Court enjoined the payments pending a trial. 
  Raymark's retirees were notified by letter that their benefits
  would cease after February 1998 due to the effect of the
  cessation of payments from Raytech under the injunction. 
  Raymark and Raymark retirees intervened in the action resulting
  in a Bankruptcy Court order to Raytech to supplement Raymark's
  obligations to its retirees pending a trial in April 1998.  In
  March 1998, prior to the trial, Raytech advised the Court that
  under the circumstances it would not make the payments
  resulting in the trial being put over and the order concerning
  Raymark's obligations to its retirees put in abeyance.
  
        Following Raytech's cessation of the $650,000 note
  payments in December 1997, Raymark commenced 33 separate
  lawsuits against Raytech subsidiaries in various jurisdictions
  from New York to California ("Raymark Litigation") demanding
  payment or the return of assets for breach of contract. 
  Raytech filed an adversary proceeding complaint to halt the
  Raymark litigation and was granted a temporary restraining
  order in December 1997 by the Bankruptcy Court that remains in
  effect.  The creditors' committee intervened in the action in
  support of the restraining order.
  
        In March and April 1998 Raymark and its parent,
  Raymark Corporation, filed voluntary petitions in bankruptcy in
  a Utah Court which stayed all litigation in the Raytech
  bankruptcy in which Raymark was a party.  In connection with
  its attempt to assert control over Raymark and its assets the
  creditors' committee, joined by Raytech, the Guardian Ad Litem
  for future claimants, the equity committee and the government
  agencies moved to have the venue of the Raymark bankruptcies
  transferred from Utah to the Connecticut Court.  In July 1998,
  the Bankruptcy Court issued an order on the motions and
  transferred venue to the Connecticut Court.  Raymark has filed
  an appeal of the order.
  
        In relation to the termination of Craig R. Smith as
  Chief Executive Officer and his claims for severance in the
  amount of $279, the Bankruptcy Court temporarily restrained any
  payment pursuant to an action filed by the creditors'
  committee.  Raytech advised the Court that under the
  circumstances it would not make the severance payments
  resulting in the withdrawal of the adversary action.
  
        In January 1997, Raytech was named through a
  subsidiary in a third party complaint captioned Martin
  Dembinski, et al. vs. Farrell Lines, Inc., et al. vs. American
  Stevedoring, Ltd., et al. filed in the U.S. District Court for
  the Southern District of New York for damages for asbestos-related disease. 
  The case has been removed to the U.S.
  District Court, Eastern District of Pennsylvania.  When
  <PAGE>
  required, the Company will seek an injunction in the Bankruptcy
  Court to halt the litigation.
  
        Costs incurred by the Company for asbestos related
  liabilities are subject to indemnification by Raymark under the
  1987 acquisition agreements.  By agreement, in the past,
  Raymark has reimbursed the Company in part for such indemnified
  costs by payment of the amounts due in Raytech common stock of
  equivalent value.  Under such agreement, Raytech received
  926,821 shares in 1989, 177,570 shares in 1990, 163,303 in 1991
  and 80,000 shares in 1993.  The Company's acceptance of its own
  stock was based upon an intent to control dilution of its
  outstanding stock.  In 1992, the indemnified costs were
  reimbursed by offsetting certain payments due Raymark from the
  Company under the 1987 acquisition agreements.  Costs incurred
  in 1994, 1995, 1996 and 1997 were applied as a reduction of the
  note obligations pursuant to the agreements.
  
        The adverse ruling in the Third Circuit Court of
  Appeals, of which a petition for writ of certiorari was denied
  by the U.S. Supreme Court, precluding Raytech from relitigating
  the issue of its successor liability leaves the U.S. District
  Court's (Oregon) 1988 ruling as the prevailing decision holding
  Raytech to be a successor to Raymark's asbestos-related
  liabilities.  This ruling could have a material adverse impact
  on Raytech as it does not have the resources needed to fund
  Raymark's potentially substantial uninsured asbestos-related
  and environmental liabilities.  Determination of Raytech's
  actual liabilities are subject to the Bankruptcy Court's
  deliberations and rulings and the competing plans of
  reorganization filed in the Bankruptcy Court referenced above.
  
        The ultimate liability of the Company with respect to
  asbestos-related, environmental, or other claims cannot
  presently be determined.  Accordingly, no provision for such
  liability has been recorded in the financial statements.  The
  accompanying financial statements have been prepared assuming
  that the Company will continue as a going concern.  An
  unfavorable result on certain or all of the matters described
  above would have a material adverse effect on the Company's
  results of operations,  financial position and cash flows. 
  These uncertainties raise substantial doubt about the Company's
  ability to continue as a going concern.  The financial
  statements do not include any adjustments relating to the
  recoverability and classification of recorded asset amounts or
  adjustments relating to establishment, settlement and
  classification of liabilities that may be required in
  connection with reorganizing under the Bankruptcy Code.
  
  
  <PAGE>
NOTE B - CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
               
               In the opinion of management, the accompanying
  condensed consolidated financial statements contain all
  adjustments necessary to fairly present the financial position
  of Raytech as of June 28, 1998 and December 28, 1997, the
  results of operations for the twenty-six weeks ended June 28,
  1998 and statements of cash flows for the twenty-six weeks
  ended June 28, 1998.  All adjustments are of a normal recurring
  nature except for the reversal of $800 in environmental
  accruals for the quarter ended June 29, 1997.  The financial
  statements contained herein should be read in conjunction with
  the financial statements and related notes filed on Form 10-K
  for the year-ended December 28, 1997.
  
          The year-end condensed balance sheet data was derived
  from audited financial statements but does not include all
  disclosures required by generally accepted accounting
  principles.
  
  
  NOTE C - INVENTORIES
  
          Net, inventories consist of the following:
  
                             June 28, 1998     December 28, 1997 
  
           Raw material           $10,829            $10,751 
           Work in process          7,808              7,760
           Finished goods          11,470              9,691
                                  $30,107            $28,202
  
    <PAGE>
  
NOTE D - EARNINGS PER SHARE

<TABLE>
<CAPTION>
                      
                                     For the 13 Weeks Ended   For the 26 Weeks Ended
                                     June 28,      June 29,   June 28,      June 29,
                                       1998          1997       1998          1997  

  <S>                               <C>          <C>         <C>           <C>

Basic EPS Computation
                                
Numerator                               5,986        5,143      10,143         9,425

Denominator:

Common shares outstanding at
  beginning of year                 3,285,308    3,239,762   3,285,308     3,239,762

Weighted average of stock options
  exercised                           128,392       17,687      96,639        12,370

Weighted average shares             3,413,700    3,257,449   3,381,947     3,252,132

Basic earnings per share                 1.75         1.58        3.00          2.90




Diluted EPS Computation

Numerator                               5,986        5,143      10,143        9,425

Denominator:

Common shares outstanding                               
  at beginning of year              3,285,308    3,239,762   3,285,308    3,239,762

Weighted average of stock options
  exercised                           128,392       17,687      96,639       12,370

Dilutive potential common shares      176,137      267,574     176,337      270,943

Adjusted weighted average shares    3,589,837    3,525,023   3,558,284    3,523,075

Diluted earnings per share               1.67         1.46        2.85         2.68

</TABLE>

<PAGE>
  NOTE E - Comprehensive Income
  
          During the first quarter of 1998, the Company adopted 
  Statement of Financial Accounting Standards ("SFAS") No. 130,
  "Reporting Comprehensive Income" and has elected to report
  comprehensive income in the condensed consolidated statement of
  shareholders' equity.  Comprehensive income is the change in
  equity from transactions and other events from nonowner
  sources.  Comprehensive income includes net income and other
  comprehensive income.  The components and related activity of
  accumulated other comprehensive income, resulting from foreign
  currency adjustments, are as follows:
  
                                               Accumulated
                                                  Other
                                            Comprehensive Income
  
  Balance December 29, 1996                     $ 1,918
  Changes year-to-date                           (1,070)
  
  Balance June 29, 1997                          $  848
  
  Balance December 28, 1997                      $  715
  Changes year-to-date                             (126)
  
  Balance June 28, 1998                          $  589
  
  
  Note F - Acquisition of Common Stock of AFM
  
          In January 1996 RCI acquired 47% of the stock of
  Advanced Friction Materials Company ("AFM").  The Stock
  Purchase Agreement ("Agreement") provided for the 53% stock
  owner to put his stock to RCI anytime after two years.  The
  owner put 53% of AFM stock to RCI which assigned its obligation
  to purchase the stock to AFM.  Based on the formulated amount
  of $6,044 in accordance with the Agreement AFM redeemed 53% of
  its stock by paying $3,022 in April 1998, and the balance of
  $3,022 is payable in three equal annual installments.  The note
  bears interest at a rate equal to the prime rate as stated in
  THE WALL STREET JOURNAL.  Effective April 1998, Raytech has
  consolidated the results of AFM, which were previously recorded
  under the equity method.  The pro forma effect on operations
  had Raytech made the acquisition at the beginning of the period
  is not significant.
  
          With the redemption of 53% of AFM Stock, AFM became a
  wholly-owned subsidiary of RCI.  AFM has a revolving line of
  credit, payable to NationsCredit Commercial Funding which
  provides for borrowings up to $10 million in the aggregate. 
  The loan bears an interest rate of .50% above the prime rate. 
  The outstanding balance under the line of credit is $4,796 at
  <PAGE>
  June 28, 1998.  The additional borrowing availability at
  June 28, 1998 is $2,204 based upon the asset borrowing formula.


Note G - Debt

     Raytech management considered the impact of the
January 1998 Bankruptcy Court decision to require Raytech to halt
payments on its promissory note payable to Raymark.  Based upon the Court's
decision, Raytech has concluded that interest should not be accrued
during the cease payment period.  Accordingly, no interest has been
accrued during the first half of 1998.
  <PAGE>
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL 
           CONDITION AND RESULTS OF OPERATIONS
  
  
  Summary
  
        Net income for the thirteen-week period ended
  June 28, 1998 amounted to $5,986 or $1.75 per basic share as
  compared with $5,143 or $1.58 per basic share for the
  corresponding period in 1997.  For the twenty-six week period,
  net income amounted to $10,143 or $3.00 per basic share compared
  with net income of $9,425 or $2.90 per basic share for the same
  period in 1997.  The positive results are due to increased
  sales volume, improved gross margin, a lower effective tax
  rate and the reduction of Raymark interest expense as the result
  of the Bankruptcy Court decision in January 1998 (see Note G),
  partially offset by increased selling and non-Raymark interest
  expense. 
 
        The decrease in basic earnings per share "EPS" is
  primarily due to the greater weighted average of stock options
  exercised during the period as compared to fiscal 1997.  The
  effect of which diluted the weighted average shares used in the
  calculation of EPS (see Note D).
  
  Net Sales
  
        Net sales for the thirteen-week period ended June 28,
  1998 increased 4.75% to $63,645 as compared with $60,760 for
  the same period one year ago.  Net sales for the twenty-six
  week period ended June 28, 1998 increase 5.55% to $126,540 as
  compared with $119,881 for the same period one year ago.  The
  overall improvement is primarily due to additional sales volume
  within the domestic OEM market segment.  In addition, certain
  product lines within the aftermarket segment showed modest
  growth as the Company continues to increase market share. 
  European sales increased by $2,082.  However, due to adverse
  foreign currency fluctuation that was reduced to $200 for the
  period.
  
        Revenue increased by approximately  $1.9 million as a
  result of the consolidation of AFM.
  
  Gross Margin    
  
        Gross profit margin as a percentage of sales for the
  thirteen-week period ended June 28, 1998 is 25.88%, as compared
  to 22.52% for the same period one year ago.  For the twenty-six
  week period ended June 28, 1998 gross profit margin as a
  percentage of sales is 24.63% as compared to 23.03% for the
  same period one year ago.  The overall increase is primarily
  due to increased unit production coupled with a favorable mix
  of higher margin units being sold.  However, the improvements
  were partially offset by an increase in domestic manufacturing
  <PAGE>
  labor and material costs, contractual price reductions to
  certain customers and a lower gross margin on domestic
  construction and foreign heavy duty sales.
  
  Selling, General and Administrative Expense
  
        Selling, general and administrative expenses
  increased to $15,616 as compared to $12,969 for the six months
  ended June 28, 1998.  The increase is largely due to selling
  expenses of $1,660 associated with the AFM consolidation.  In
  addition, shipping costs were up due to increased sales volume. 
  In the second quarter 1997, there was a net reversal of $800 in
  accruals that had been established in 1996 relating to
  environmental violations at the Company's Sterling Heights
  facility.
  
  Interest Expense
  
        Interest expense - non-Raymark increased primarily due
  to higher average borrowings and the additional debt associated
  with  the consolidation of AFM (Note F).
        
  Income Taxes
  
        The effective tax rate for the twenty-six weeks ended
  June 28, 1998 is 26.1%.  This rate reflects a reduction for
  certain costs incurred by Raytech for asbestos-related
  liabilities subject to indemnification by Raymark under the
  1987 acquisition agreements.  Included in the 1998 consolidated
  tax provision is a provision for foreign taxes in the amount of
  $185.  Included in the 1997 consolidated tax provision is a
  reserve adjustment for $1,000 relating to Germany net operating
  loss carryforwards.
  
  Impact of Year 2000 Computer-Related Issues
  
        Raytech's RPC subsidiary is currently implementing
  new computer systems at an approximate cost of $2 million to be
  completed in 1999.  The new systems will be Year 2000
  compliant.  Other subsidiaries are currently assessing the
  impact of the Year 2000 compliance, and the Company does not
  expect the cost to be material to its financial position or
  results of operations or cash flows.
  
  Recently Issued Accounting Pronouncements
  
        In 1997, SFAS No. 131, "Disclosures about Segments of an
  Enterprise and Related Information," was issued, effective for
  fiscal 1999.  SFAS 131 changes the way public companies report
  information about operating segments.  The Company will adopt SFAS
  131 in its annual financial statements for fiscal 1998 and is
  still assessing the impact of this statement on its disclosures.
  <PAGE>
        In February 1998, SFAS No. 132, "Employers' Disclosure
  Disclosures about Pensions and Other Postretirement Benefits," was
  issued, effective for fiscal 1998.  The Company will adopt SFAS
  132 in its annual financial statements for fiscal 1998 and is
  still assessing the impact of this statement on its disclosures.
        
  Liquidity and Capital Resources
  
        During the first half of fiscal 1998, the Company
  generated positive cash flow from operating activities in the
  amount of $5.7 million.  The positive cash flow is the result
  of the favorable earnings during the first half of fiscal 1998. 
  Capital expenditures year-to-date for fiscal 1998 amounted to
  $8.3 million, which is consistent with the Company's projected
  spending plan for 1998.
  
        In November 1997, RPC refinanced its revolving line
  of credit in an effort to reduce its interest rate and to
  minimize facility fees.  The new loan agreement with
  NationsCredit, Commercial Funding provides for RPC to borrow up
  to $17 million in the aggregate, consisting of a revolving line
  of credit of $10 million and a term loan of $7 million for
  capital equipment purchases.  The loans bear an interest rate
  of .50% above the prime rate.  The loans are collateralized by
  accounts receivable, inventory and machinery and equipment. 
  The revolving loan allows the Company to borrow based on a
  borrowing base formula as defined in the Loan and Security
  Agreement (the "Agreement").  The Agreement includes certain
  covenant restrictions, including restrictions on dividends
  payable to Raytech Composites, Inc. ("RCI"), a wholly-owned
  subsidiary of the Company.  At June 28, 1998, the net
  restricted assets of RPC amounted to $30,000 consisting of
  cash, inventory, machinery and equipment and all other tangible
  and intangible assets, excluding land and buildings.  The
  purpose of the loan is to refinance existing indebtedness and
  for general working capital needs.  The outstanding balance
  under the revolving line of credit is $6,173 and under the term
  loan is $6,229 at June 28, 1998, respectively.  The additional
  borrowing availability on the revolving line of credit at
  June 28, 1998 is $0, based upon the asset borrowing formula.
  
        In January 1996 RCI acquired 47% of the stock of
  Advanced Friction Materials Company ("AFM").  The Stock
  Purchase Agreement ("Agreement") provided for the 53% stock
  owner to put his stock to RCI anytime after two years.  The
  owner put 53% of AFM stock to RCI which assigned its obligation
  to purchase the stock to AFM.  Based on the formulated amount
  of $6,044 in accordance with the Agreement AFM redeemed 53% of
  its stock by paying $3,022 in April 1998, and the balance of
  $3,022 is payable in three equal annual installments.  The note
  bears interest at a rate equal to the prime rate as stated in
  THE WALL STREET JOURNAL.
<PAGE>
        
        With the redemption of 53% of AFM Stock, AFM became a
  wholly-owned subsidiary of RCI.  AFM has a revolving line of
  credit, payable to NationsCredit Commercial Funding which
  provides for borrowings up to $10 million in the aggregate. 
  The loan bears an interest rate of .50% above the prime rate. 
  The outstanding balance under the line of credit is $4,796 at
  June 28, 1998.  The additional borrowing availability at
  June 28, 1998 is $2,204 based upon the asset borrowing formula.
  
        At June 28, 1998, the Company's wholly-owned German
  subsidiaries had available unused lines of credit amounting to
  DM2,036 ($1,126) which all expire on demand.
  
        Management believes that the Company will generate
  sufficient cash flow from operations during the balance of 1998
  to meet all of the Company's obligations arising in the
  ordinary course of operations.
  <PAGE>
                  PART II. OTHER INFORMATION 
  
  
    <PAGE>
  ITEM 6(a).  EXHIBITS
  
    27   Financial Data Schedule (Edgar Only)
  
  
  
  
                            <PAGE>
  
                            SIGNATURE 
           
  
          Pursuant to the requirements of the Securities Exchange
  Act of 1934, the Registrant has duly caused this Amended Report to be
  signed on its behalf by the undersigned thereunto duly authorized.
  
                                   RAYTECH CORPORATION
  
  
                                    By: /s/JOHN B. DEVLIN        
                                        John B. Devlin
                                        Vice President, Treasurer 
                                        and Chief Financial Officer
  
  Date:  November 16, 1998