SECURITIES AND EXCHANGE COMMISSION
              -----------------------------------------------------
                             WASHINGTON, D.C. 20549

                                    FORM 10-K
|X|  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 For the fiscal year ended December 31, 1996, or
|_|  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934
     For the transition period from                   to
              -----------------------------------------------------
                          COMMISSION FILE NUMBER 1-7695

                               KUHLMAN CORPORATION
    (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
           DELAWARE                                           58-2058047
(State or Other Jurisdiction of             (IRS Employer Identification No.)
Incorporation or Organization)
               3 SKIDAWAY VILLAGE SQUARE, SAVANNAH, GEORGIA 31411
               (Address of Principal Executive Offices) (Zip Code)
       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (912) 598-7809
           Securities Registered Pursuant to Section 12(b) of the Act:
                                                      NAME OF EACH EXCHANGE
         TITLE OF EACH CLASS                          ON WHICH REGISTERED
    Common Stock, $1.00 Par Value                   New York Stock Exchange
   Preferred Stock Purchase Rights                  New York Stock Exchange
           Securities Registered Pursuant to Section 12(g) of the Act:
                                                       None
     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 by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. |X|
     As of March 1, 1997, 13,753,367 shares of Common Stock of the Registrant
were outstanding, and the aggregate market value of the shares of Common Stock
as of such date (based on the closing price on the New York Stock Exchange) of
the Registrant held by non-affiliates (including two executive officers) was
approximately $313,000,000.

                       DOCUMENTS INCORPORATED BY REFERENCE
     Portions of the following documents are incorporated by reference into this
Form 10-K:

     Part II: Annual Report to Shareholders of the Registrant for the year ended
December 31, 1996. Part III: Definitive Proxy Statement of the Registrant in
connection with the 1997 Annual Meeting of Stockholders.



<PAGE>



                                     PART I.

ITEM 1.           BUSINESS

GENERAL

         Kuhlman Corporation (the "Registrant" or "Company"), a Delaware
corporation whose predecessor company was founded in 1894, is an industrial
manufacturing company that owns and manages a group of operating businesses.
These companies include, among others, Kuhlman Electric Corporation ("Kuhlman
Electric"), Coleman Cable Systems, Inc. ("Coleman Cable"), Schwitzer, Inc.
("Schwitzer"), and Emtec Products Corporation ("Emtec"), and they are organized
into two business segments, Electrical Products and Industrial Products. In the
Electrical Products Segment, the Company designs, manufactures and markets
electrical utility and industrial type transformers for various markets and
industries involved in electrical distribution systems; and manufactures and
markets electronic and electrical wire and cable products for numerous
commercial, industrial and consumer uses. In the Industrial Products Segment,
the Company designs, manufactures and markets turbochargers, engine cooling
fans, fan drives and crankshaft vibration dampers used in diesel and gasoline
engines for truck, agricultural, construction and other industrial and
commercial applications; and spring products and metal stampings used by other
manufacturers in their products or production process. The executive office of
the Company is located at 3 Skidaway Village Square, Savannah, Georgia 31411.
The telephone number is (912) 598-7809.

MERGER

         On May 31, 1995, a wholly-owned subsidiary of the Company merged with
and into Schwitzer. In the transaction, shares of Schwitzer common stock were
converted into shares of the Company's common stock using an exchange ratio of
0.9615 share of the Company's common stock for each share of Schwitzer's common
stock. The Company issued 6,980,000 shares of its common stock to effect the
merger with Schwitzer. The merger was accounted for under the pooling of
interests method of accounting, and accordingly, the Company's financial
statements have been restated for all periods prior to the merger to include the
results of Schwitzer.

RECENT DEVELOPMENT

         On March 10, 1997, the Company, through a wholly-owned subsidiary,
purchased certain assets of the Transportation Products Group ("TPG") of Kysor
Industrial Corporation, a Michigan Corporation traded on the New York Stock
Exchange. The purchase price for TPG was $86,000,000 in cash plus the assumption
of certain liabilities in the amount of approximately $20,000,000. The 
purchase of TPG was financed from borrowings under the Company's credit 
facility.



                                       -1-

<PAGE>



         TPG designs and manufactures proprietary products consisting of polymer
fans and fan clutches, various engine monitoring devices, truck fuel tanks,
marine instruments, and heating, ventilating and air conditioning systems for
commercial and industrial vehicles. The principal markets for TPG's products are
original equipment manufacturers ("OEMs") of light-, medium- and heavy-duty
trucks, buses, off-highway equipment and the marine industry. In 1996, net sales
for TPG were approximately $137,700,000.

BUSINESS SEGMENTS

         The Company is organized into two business segments: Electrical
Products and Industrial Products. The following discussion addresses the
products, markets and organization of each of the Company's segments. For
financial information relating to the Company's business segments and domestic
and international operations, see Management's Discussion and Analysis of
Financial Condition and Results of Operations on pages 21 through 24 and Note 13
of Notes to Consolidated Financial Statements on page 38 of the Registrant's
Annual Report to Shareholders for the year ended December 31, 1996, which is
incorporated herein by reference.

ELECTRICAL PRODUCTS SEGMENT

         The Electrical Products Segment is comprised of Kuhlman Electric and
Coleman Cable. Demand and profitability for the segment are generally affected
by the level of domestic economic activity in the consumer, commercial and
industrial markets served. Housing starts, commercial and industrial
construction, maintenance and upgrading of established electrical systems, and
electrical usage are key indicators of demand for the segment's various
electrical products.

KUHLMAN ELECTRIC

         Kuhlman Electric and its wholly-owned subsidiary, Associated
Engineering Company, manufacture and market electrical utility and
industrial-type transformers used in electrical distribution systems serving
residences and commercial and industrial buildings. These transformers range
from small instrument transformers used in the metering and switching of
electricity and pole-mounted, surface-mounted, or underground transformers
serving from one to eight residences, up to medium-size power transformers which
are used in utility substations or commercial-type electrical power centers
serving shopping centers, apartment complexes, factories and other users of
electric power. Generally, Kuhlman Electric's products are designed and built to
the requirements specified by the customer and agreed to at the time the order
is placed. Executive and administrative functions for Kuhlman Electric are
located in Versailles, Kentucky.

         The principal market for Kuhlman Electric's transformer products is
electric utility companies throughout the United States. A significant portion
of the distribution, power, and instrument transformers manufactured by Kuhlman
Electric in 1996 were marketed directly


                                       -2-

<PAGE>

through twelve sales  professionals  and sales  engineers.  The balance was sold
through nineteen  independent  commissioned  sales  organizations,  which employ
approximately sixty salespersons and sales engineers.

COLEMAN CABLE

         Coleman Cable was acquired by the Company on December 15, 1993. Coleman
Cable manufactures and distributes a wide range of electrical and electronic
wire and cable products for consumer, commercial and industrial markets. Coleman
Cable's products are sold directly through seventeen employee salespersons and 
numerous manufacturers' representatives employing over 700 salespersons to 
electrical and commercial contractors, security distributors, mass merchandisers
and specialty retailers, and various industrial and OEM users on a nationwide 
basis. Executive and administrative functions for Coleman Cable are conducted 
at its principal office located in North Chicago, Illinois.

         Coleman Cable is organized into the following three business units
which have been set up primarily along basic product or distribution lines:

         COLEMAN/CCI WIRE AND CABLE COMPANY. Coleman/CCI Wire and Cable Company
provides a line of flexible cords, power cables, control cables, robotics
cables, diesel locomotive cables and specialty cables used in the distribution
of portable power for construction, industrial and OEM applications. Through the
acquisition of Communication Cable, Inc. in 1996, the business enhanced its 
product offering to include coaxial, multiconductor and "category" cables used 
for various electronic applications including data, voice and video 
communications. Coleman Cable's cable and wire products are sold to electrical 
distributors, wire and cable distributors, OEMs and government agencies through 
its employee sales force and independent representatives.

         CORD PRODUCTS DIVISION. Coleman Cable's Cord Products Division
manufactures and distributes a line of cord sets, trouble lights, cube taps,
battery booster cables, power supply cords, temporary outdoor lighting and
ground fault interrupters for consumer, contractor and OEM applications. Its
products are used for both home and commercial electrical needs and are sold
through mass merchandisers, hardware wholesalers, automotive retailers,
warehouse clubs, home centers, hardware chains, contractor/industrial supply
houses and electrical distributors. Also, Coleman Cable believes that its Cord
Products Division is one of the leading providers of extension cords and battery
booster cables to the contractor supply market and nationally recognized
retailers, respectively. Through the acquisition of substantially all of the
assets of Web Wire Products, Inc. in 1996, the Cord Products Division
enhanced its product offering to include battery cables, ignition wire sets
and related products for use by consumers through specialty automotive
retailers. Products of the Cord Products Division are sold through its
internal sales force and independent distributors.

         ELECTRONIC WIRE AND CABLE DIVISION. Coleman Cable's Electronic Wire and
Cable Division manufactures electronic wire and cable, shielded and unshielded
low voltage control cables, fire alarm cables, plenum cables, closed circuit
television wire and speaker cable for a multitude of applications used by

                                       -3-

<PAGE>


burglar  alarm,  fire alarm and sound system installers, electrical
contractors, energy management specialists and OEMs. The primary market for
"Signal"  trade name products is the security  industry where the Company
believes that it is one of the leading  manufacturers  and suppliers
of security  cables in the United States.  Signal  products are sold to security
and equipment  distributors,  sound  contractors,  wire and cable  distributors,
electronic  parts  distributors,  electrical  distributors  and OEMs through its
employee sales force and to a lesser extent independent sales representatives.

         In addition, the Electronic Wire and Cable Division manufactures cables
for energy management, irrigation and sprinkler systems which are marketed under
its "Baron" trade name. Baron products include thermostat cables, irrigation
control cables, underground feeder cables, submersible pump cables,
instrumentation cables and machine tool wire. These products are used in a
variety of applications by HVAC installers, energy management installers, golf
course sprinkler installers, irrigation system installers, OEMs, machine tool
manufacturers and electrical contractors.

INDUSTRIAL SEGMENT

         The Industrial Products Segment is comprised of Schwitzer and Emtec.
Demand and profitability in this segment are affected by economic conditions in
industrialized and developing regions of the world. Capital expenditures for
light-, medium- and heavy-duty trucks, construction and agricultural equipment
and other industrial transportation equipment are indirect indicators of demand
for the segment's products.

SCHWITZER

         Schwitzer designs, manufactures and markets technically advanced
components, including turbochargers, fan drives, cooling fans and crankshaft
vibration dampers, for enhancing the efficiency of non-passenger car diesel and
gasoline engines. These components improve engine performance in terms of
horsepower output, fuel efficiency, emissions and durability and are custom
designed to meet the specific engine applications of each customer. Engines
incorporating the Company's products are used in light-, medium- and heavy-duty
trucks, in agricultural and construction equipment, and in other industrial and
commercial applications. Sales of turbochargers accounted for approximately 25
percent, 26 percent and 25 percent of the consolidated net sales of the Company
during 1996, 1995 and 1994, respectively. Schwitzer believes that it is one of
the leading independent suppliers of turbochargers to the non-passenger car
market in the world.

         Schwitzer's primary customers are the world's leading engine builders,
located primarily in North America, Western Europe, South America and Japan.
Schwitzer sells its products to OEMs and aftermarket customers through its
internal sales force and through approximately 200 independent distributors to
customers in more than 60 countries throughout the world. Schwitzer's executive
office is located in Indianapolis, Indiana and its manufacturing locations
                                       -4-

<PAGE>


include operations in the United States, England and Brazil.


EMTEC

         Emtec manufactures and markets a variety of coiled and flat springs,
spring assemblies and stampings used in automobiles, business machines and
appliances, spring sub-assemblies used in automobile transmissions and brake
systems and a spring sub-assembly used in cellular phones. Most of these
products are custom-designed to customer's requirements. The principal market
for Emtec's springs, spring assembly products and stampings is the automotive
industry. These products are sold through two employee salesmen and eleven
independent commissioned sales organizations. The market area is predominately
the Midwest United States, although many of these products are utilized
nationally and in Canada. Emtec's principal office is located in Coldwater,
Michigan.

COMPETITION

         The Company experiences substantial competition in each of its business
segments. The Company has numerous competitors, some of which have substantially
greater financial and technical resources than the Company and include some of
the world's largest business enterprises. The Company believes that it competes
primarily on the basis of product quality, product innovation, service and
price.

CUSTOMERS; SEASONALITY

         During 1996, 1995 and 1994, various purchasing units of Caterpillar,
Inc. accounted for 9%, 10% and 11%, respectively, of the consolidated net sales
of the Company. The Company's net sales are not seasonal to any significant
extent; however, net sales are generally related to economic activity.

RAW MATERIALS AND SUPPLIES

         The principal raw materials required by the Electrical Products Segment
are steel, copper, aluminum, various insulating materials and polymers. Copper,
which is the Electrical Products Segment's single largest raw material, is
generally purchased in either extruded or rod form from a number of major
domestic producers. Pricing is typically based upon announced prices of the New
York Commodity Exchange, Inc. ("COMEX") for high grade copper, plus a negotiated
premium. The principal raw materials used in the Industrial Products Segment are
nickel, aluminum, cast iron and steel. Although castings used in the manufacture
of specialized turbines for turbochargers are available from only a few
suppliers worldwide, the Company has experienced no difficulties in obtaining
adequate supplies to meet its manufacturing needs.

         Raw materials purchased by the Company are generally available from
numerous independent sources at competitive prices, and are obtained principally
from domestic suppliers.

                                       -5-

<PAGE>


 Management anticipates no significant difficulty in filling its raw material
requirements. However, it is possible that because of the Company's increasing
focus on "lean manufacturing", which incorporates "just-in-time" 
supplier-customer delivery methods with fewer suppliers, the risk of
difficulties in obtaining raw materials may increase from time to time.

PATENTS, TRADEMARKS AND LICENSES

         The Company owns and/or licenses a number of patents and patent
applications, and registered and unregistered trademarks which are valuable to
its business. Such patents, licenses and trademarks are not considered material
to the business of the Company as a whole.

BACKLOG

         An order is included as part of the Company's backlog once a firm
delivery date has been received from the customer. The Company does not include
in its backlog orders which do not have a firm delivery date.

         The following table sets forth backlog orders which the Company
believes to be firm as of the dates indicated, although orders generally may be
canceled by customers without penalty:

                                                      At December 31
                                                  1996           1995
                                                   (in thousands)
   Electrical Products Segment               $    51,266      $    40,891
   Industrial Products Segment                    67,715           60,409
                                              -----------      -----------
                                              $   118,981      $   101,300
                                               ===========      ===========

         At December 31, 1996 substantially all of the Company's backlog orders
were expected to be completed by December 31, 1997

ENGINEERING AND PRODUCT DEVELOPMENT

         Kuhlman Corporation is continually seeking to improve existing products
and apply and enhance technologies for new products. Engineering expenses
include activities associated with product development, the application of
products to specific customer needs, and ongoing efforts to refine and enhance
existing products. These costs are expensed as incurred and totaled
approximately $7,009,000, $6,745,000 and $7,574,000 in 1996, 1995 and 1994,
respectively.

ENVIRONMENTAL

         In 1994, the Company recorded a charge of $1,400,000 for voluntary
environmental remediation activities at Schwitzer's Rolla, Missouri facility
which was closed in 1992. During 1995, the Company completed the environmental
remediation program and sold the Rolla,


                                       -6-

<PAGE>


 Missouri facility in the second quarter.
                                      -7-
<PAGE>

                                     
         To the best of the Company's knowledge, it is in substantial compliance
with all federal, state and local environmental protection provisions, and
believes these provisions should not materially affect capital expenditures,
earnings or the Company's competitive position. However, legal and regulatory
requirements in those areas have been increasing, and there can be no assurance
that significant costs and liabilities will not be incurred for currently
unknown or future exposures or new regulatory developments.

EMPLOYEES

         As of December 31, 1996 and 1995, the Company employed 2,782 and 2,284
persons, respectively, approximately 944 of whom are currently subject to
collective bargaining agreements. The Company considers relations with its
employees to be satisfactory.



                                       -8-

<PAGE>



ITEM 2.           PROPERTIES

         As of December 31, 1996, the Company operated sixteen manufacturing
plants, including two foreign plants. Of these manufacturing plants, ten are
owned, five are leased, and one is partially owned and partially leased. The
fourteen domestic plants are located in the states of Arkansas, California,
Florida, Georgia, Illinois, Kentucky, Michigan, Mississippi, North Carolina and
Ohio. The Company's Industrial Products Segment operates two foreign
manufacturing plants, both of which are owned and located in England and Brazil.
A subsidiary in the Industrial Products Segment also operates a research and
development facility in Indianapolis, Indiana. In the opinion of the Company,
its properties have been well maintained and are in the proper condition
necessary to operate at present levels. A summary of floor space of the
principal facilities by business segment at December 31, 1996 is as follows:

<TABLE>
<CAPTION>

                        Manufacturing(1)(2)            Office(1)              Warehousing
                         Owned      Leased        Owned      Leased         Owned      Leased          Total
                         -----      ------        -----      ------         -----      ------          -----
                                                    (In Thousands of Square Feet)
<S>                   <C>         <C>          <C>          <C>           <C>            <C>       <C>

Electrical                  912         423           52           37            15         220         1,659
Industrial                  402         132           88           21           ---          17           660
Corporate                   ---         ---           16          ---           ---         ---            16
                      ---------    --------     --------    ---------     ---------   ---------     ---------
                          1,314         555          156           58            15         237         2,335
                      =========    ========     ========    =========     =========   =========     =========
</TABLE>

(1)   Includes 64,000 and 63,000 square foot plants in England and Brazil,
      respectively.
(2)   Excludes a 110,000 square foot plant in North Carolina and a 25,000
      square foot plant in Michigan which are not currently being utilized.

ITEM 3.    LEGAL PROCEEDINGS

         The Company, from time to time, is subject to legal claims and other
matters relating to the conduct of its business. In the opinion of management,
the ultimate disposition of such matters presently outstanding will not have a
materially adverse effect upon the Company's consolidated financial position or
results of operations.

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

         Not applicable.


                                       -9-

<PAGE>

EXECUTIVE OFFICERS OF THE REGISTRANT

         The following table sets forth information concerning the executive
officers of the Registrant:
<TABLE>
<CAPTION>


                                               Officer of
                                                 Kuhlman
         Name                       Age          Since                          Position
<S>                                <C>           <C>            <C>

Robert S. Jepson, Jr.               54           1993            Chairman of the Board, Chief Executive
                                                                   Officer and Director
Curtis G. Anderson                  55           1994            President, Chief Operating Officer
                                                                  and Director
Gary G. Dillon                      62           1995            Chairman, President and Chief
                                                                   Executive Officer of Schwitzer, Inc.
                                                                   and Director
Vernon J. Nagel                     39           1993            Executive Vice President of Finance,
                                                                   Chief Financial Officer and Treasurer
Richard A. Walker                   45           1984            Executive Vice President, Chief
                                                                   Administrative Officer, General Counsel
                                                                   and Secretary
</TABLE>

         Officers of the Registrant are elected each year at the Annual Meeting
of the Board of Directors to serve for the ensuing year or until their
successors are elected and qualified.

         Mr. Jepson, who was elected President and Chief Executive Officer of
the Registrant on February 10, 1993, and Chairman of the Board on June 9, 1993,
founded and was Chairman and Chief Executive Officer of The Jepson Corporation
from 1983 until its sale in 1989. The Jepson Corporation was a diversified
manufacturing company listed on the New York Stock Exchange. Immediately
preceding his election as President and Chief Executive Officer of the
Registrant, Mr. Jepson was, and is currently, Chairman and Chief Executive
Officer of Jepson Associates, Inc., a private investment company.

         Mr. Anderson, who was elected President and Chief Operating Officer of
the Company on April 26, 1994, and a director on September 8, 1993, founded and
has been, since 1986, Chairman of Anderson Capital Corporation, a private
investment company. Prior thereto, he spent 19 years in corporate and investment
banking, including 14 years with Citibank and five years with The First National
Bank of Chicago where he served as Executive Vice President, Head of Financial
Products Department.



                                      -10-

<PAGE>



         Mr.  Dillon has served as Director  since June 1, 1995.  Mr. Dillon has
served as Chairman,  President and Chief  Executive  Officer of Schwitzer,  Inc.
since June,  1991,  and served as President  and Chief  Executive  Officer since
April 1989. Prior thereto, he served as President and Chief Executive Officer of
Household Manufacturing, Inc.

         Mr. Nagel joined the Company on April 5, 1993 and was elected Vice
President of Finance, Chief Financial Officer and Treasurer of the Company on
June 9, 1993 and Executive Vice President of Finance on February 22, 1994. He
was the Vice President of Finance, Chief Financial Officer and Secretary of
Stericycle, Inc. (medical waste management) from 1990 until 1993. Prior thereto,
Mr. Nagel served as a Vice President of The Jepson Corporation from 1985 until
1990, including Chief Financial Officer from 1989 until 1990 and Controller from
1986 until 1989.

         Mr.  Walker  has  served as an  Executive  Vice  President  or  similar
position with the Company, as well as General Counsel and Secretary, since 1991.
He has served as Chief  Administrative  Officer  since 1994.  From 1984
until 1991, he served as Vice  President,  General Counsel and Secretary
of the  Company.  Prior  thereto,  Mr.  Walker  was a partner in the law firm of
Harness, Dickey & Pierce.

                                     PART II

ITEM 5.           MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
                  SHAREHOLDER MATTERS

         Information with respect to the principal market for the Registrant's
common stock, the high and low sales prices of such common stock and dividends
paid with respect thereto, and the approximate number of holders of record of
such common stock is incorporated herein by reference to the information
contained under the caption "-Note 4. Debt" on page
32 and "Common Stock Price Ranges" on page 42 of the Registrant's Annual Report
to Shareholders for the year ended December 31, 1996.

ITEM 6.           SELECTED FINANCIAL DATA

         Information with respect to selected financial data for the Registrant
is incorporated herein by reference to information set forth under the caption
"Five-Year Selected Financial Data" on page 20 of the Registrant's Annual Report
to Shareholders for the year ended December 31, 1996.

ITEM 7.           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                  CONDITION AND RESULTS OF OPERATIONS

         The information contained under the caption "Management's Discussion
and Analysis of Financial Condition and Results of Operations" on pages 21
through 24 of the Registrant's
                                      -11-

<PAGE>

 Annual Report to Shareholders for the year ended December 31, 1996 is
 incorporated herein by reference.



ITEM 8.           FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         The information contained under the captions "Consolidated Statements
of Income," "Consolidated Balance Sheets," "Consolidated Statements of Cash
Flows," "Consolidated Statements of Shareholders' Equity," "Report of
Independent Public Accountants," and "Notes to Consolidated Financial
Statements" on pages 25 through 40 of the Registrant's Annual Report to
Shareholders for the year ended December 31, 1996, is incorporated herein by
reference.

ITEM 9.           CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                  ACCOUNTING AND FINANCIAL DISCLOSURE

         None.

                                    PART III

ITEM 10.          DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         Information with respect to the directors of the Registrant is
incorporated herein by reference to the information contained under the caption
"Information Regarding Kuhlman Directors, Nominees for Directors of Kuhlman and
Executive Officers" on pages 3 through 5 of the Registrant's definitive Proxy
Statement for the 1997 Annual Meeting of Shareholders.

         Information with respect to executive officers of the Registrant is
included herein under the caption "Executive Officers of the Registrant."

ITEM 11.          EXECUTIVE COMPENSATION

         Information with respect to Executive Compensation is incorporated
herein by reference to the information contained under the caption "Compensation
of Directors," "Executive Compensation," "Savings and Pension Plans," and
"Option/SAR Grants During 1996" of the Registrant's definitive Proxy Statement
for the 1997 Annual Meeting of Shareholders and under the caption "New Plan
Benefits" of such Proxy Statement.



                                      -12-

<PAGE>



ITEM 12.          SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                  MANAGEMENT

         Information with respect to Security Ownership of Certain Beneficial
Owners and Management is incorporated herein by reference to the information
contained under the caption "Principal Stockholders and Beneficial Ownership of
Management of Kuhlman" of the Registrant's definitive Proxy Statement for the
1997 Annual Meeting of Shareholders.

ITEM 13.          CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         Information with respect to Certain Relationships and Related
Transactions is incorporated herein by reference to the information contained
under the caption "Related Transactions" of the Registrant's definitive Proxy
Statement for the 1997 Annual Meeting of Shareholders.

                                                      PART IV

ITEM 14.          EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
                  FORM 8-K

         (a)      The following documents are filed as part of this report:

                  1.       Financial Statements

                           The following consolidated financial statements of
                  Kuhlman Corporation and subsidiaries included in the Kuhlman
                  Corporation 1996 Annual Report to its shareholders for the
                  year ended December 31, 1996, are incorporated herein by
                  reference:

                           Consolidated Statements of Income for each of the
                           three years in the period ended December 31, 1996.

                           Consolidated Balance Sheets - December 31, 1996 and
                           1995.

                           Consolidated Statements of Cash Flows for each of the
                           three years in the period ended December 31, 1996.

                           Consolidated Statements of Shareholders' Equity for
                           each of the three years in the period ended December
                           31, 1996.

                           Notes to Consolidated Financial Statements.



                                      -13-

<PAGE>



                  The financial statement schedule listed below for each of the
         three years in the period ended December 31, 1996 is submitted herewith
         together with the report and consent of independent public accountants.

                  2. Supplemental Schedule to Consolidated Financial Statements

                           The information required to be submitted in Schedule
                  II is included in the consolidated financial statements and
                  notes and supplemental schedules thereto. Schedules other than
                  that referred to above are omitted as not applicable or not
                  required, or the required information is shown in the
                  financial statements or notes thereto.

                  3.       Exhibits

                           2.1       Agreement and Plan of Merger by and between
                                     Kuhlman  Corporation,  Spinner  Acquisition
                                     Corp. and Schwitzer,  Inc. (incorporated by
                                     reference  to Exhibit  2.1 to  Registration
                                     Statement No. 33-58133).

                           2.2       Tender Offer  Statement  by the  Registrant
                                     regarding    Communication    Cable,   Inc.
                                     (incorporated   by  reference  to  Schedule
                                     14D-1 filed by the  Registrant  on November
                                     29, 1995).

                           2.3       Supplement  dated February 1, 1996 to Offer
                                     to  Purchase  dated  November  29,  1995 by
                                     Kuhlman Acquisition Corp.  (incorporated by
                                     reference  to Exhibit  (a)(15) to Amendment
                                     No.  4  to   Schedule   14D-1  of   Kuhlman
                                     Acquisition  Corp. and Kuhlman  Corporation
                                     regarding  Communication  Cable, Inc. dated
                                     February 1, 1996).

                           2.4       Letter of  Transmittal  to Tender Shares of
                                     Common Stock of Communication  Cable,  Inc.
                                     (incorporated   by   reference  to  Exhibit
                                     (a)(2)  to   Schedule   14D-1  of   Kuhlman
                                     Acquisition  Corp. and Kuhlman  Corporation
                                     regarding  Communication  Cable, Inc. dated
                                     November 29, 1995).

                           3.1      Certificate of Incorporation of the
                                    Registrant (incorporated by reference to
                                    Exhibit 1 to the Registrant's Form 10-Q for
                                    the quarter ended June 30, 1993).

                           3.2       Certificate  of Amendment of Certificate of
                                     Incorporation  of the Registrant  dated May
                                     31,  1995  (incorporated  by  reference  to
                                     Exhibit 3.1 to  Registration  Statement No.
                                     33-58133).


                                      -14-

<PAGE>



                           3.3      Certificate of the Voting Powers,
                                    Designations, Preferences, and Relative,
                                    Participating, Optional, or Other Special
                                    Rights, and the Qualifications, Limitations,
                                    or Other Restrictions thereof of the Junior
                                    Participating Preferred Stock, Series A of
                                    Kuhlman Corporation dated May 31, 1995
                                    (incorporated by reference to Exhibit 3.3
                                    to the Registrant's Form 10-K for the year
                                    ended December 31, 1995).

                           3.4      By-laws of Registrant (incorporated by
                                    reference to Exhibit 3b to the Registrant's
                                    Form 10-K for the year ended December 31,
                                    1993).

                           10.1      1983  Incentive  Stock  Option  Plan of the
                                     Registrant  (incorporated  by  reference to
                                     Exhibit 10b to the  Registrant's  Form 10-K
                                     for the year ended December 31, 1983).

                           10.2     Amended 1986 Stock Option Plan of the
                                    Registrant (incorporated by reference to
                                    Exhibit 10.3 to the Registrant's Form 10-K
                                    for the year ended December 31, 1994).

                           10.3     Stock Option Plan for Non-Employee Directors
                                    (incorporated by reference to Exhibit 10e to
                                    the Registrant's Form 10-K for the year
                                    ended December 31, 1988).

                           10.4     Non-Employee Directors Stock Plan
                                    (incorporated by reference to Exhibit 4 to
                                    the Registrant's Form 10-Q for the quarter
                                    ended June 30, 1993).

                           10.5     1994 Stock Appreciation Rights Plan
                                    (incorporated by reference to Exhibit 10.6
                                    to the Registrant's Form 10-K for the year
                                    ended December 31, 1994).

                           10.6      Amended  1994  Stock  Option  Plan  of  the
                                     Registrant.

                           10.7      Schwitzer,    Inc.   Long-Term    Executive
                                     Incentive  Compensation  Plan,  as  amended
                                     (Incorporated  by  reference to Exhibit 4.3
                                     to Registration Statement No. 33-61255).

                           10.8     Sixth Amendment to Credit Agreement dated
                                    July 1, 1996 among the Registrant, The Chase
                                    Manhattan Bank, N.A. as Administrative Agent
                                    and the participating lenders (incorporated
                                    by reference to Exhibit 10.1 to the
                                    Registrant's Form 10-Q for the quarter ended
                                    September 30, 1996).

                           13.0     Portions of Annual Report to Shareholders of
                                    the Registrant for the 

                                      -15-
<PAGE>


                                    year  ended  December  31, 1996
                                    appearing under the captions "Five-
                                    Year Selected Financial Data," "Management's
                                    Discussion and Analysis of Financial
                                    Condition and Results of Operations,"
                                    "Consolidated Statements of Income,"
                                    "Consolidated Balance Sheets," "Consolidated
                                    Statements of Cash Flows," "Consolidated
                                    Statements of Shareholders' Equity," "Report
                                    of Independent Public Accountants," "Notes
                                    to Consolidated Financial Statements" and
                                    "Common Stock Price Ranges."

                           21.0     Subsidiaries of the Registrant.

                           23.0     Consent of Independent Public Accountants.

                           24.0     Power of Attorney.

                           27.0     Financial Data Schedule.

         (b)      No current reports on Form 8-K were filed during the quarter
                  ended December 31, 1996.

         (c)      See Item 14(a)(3) above.

         (d)      See Item 14(a)(2) above.



                                      -16-

<PAGE>









                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


We have audited, in accordance with generally accepted auditing standards, the
consolidated financial statements included in the Kuhlman Corporation 1996
Annual Report to Shareholders incorporated by reference in this Form 10-K, and
have issued our report thereon dated February 3, 1997 (except with respect to
the matter discussed in Note 17 to the consolidated financial statements, as to
which the date is March 10, 1997). Our audit was made for the purpose of forming
an opinion on those statements taken as a whole. The supplemental schedule to
consolidated financial statements listed in the preceding index is the
responsibility of the Company's management and is presented for purposes of
complying with the Securities and Exchange Commission's rules and is not part of
the basic financial statements. This schedule has been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in our
opinion, fairly states in all material respects the financial data required to
be set forth therein in relation to the basic financial statements taken as a
whole.



                                                  /s/ ARTHUR ANDERSEN LLP

                                                      ARTHUR ANDERSEN LLP



Louisville, Kentucky
February 3, 1997 (Except with respect to the matter discussed in Note 17 to the
consolidated financial statements, as to which the date is March 10, 1997.)







<PAGE>



                      KUHLMAN CORPORATION AND SUBSIDIARIES

                 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
                                 (In Thousands)
<TABLE>
<CAPTION>


                       Column A                          Column B           Column C       Column D              Column E
-----------------------------------------------------  -------------     -------------     ------------         ----------

                                                      Balance at
                                                      Beginning                                                Balance at
                      Description                     of Period          Additions     Write-offs, Net        End of Period
<S>                                                  <C>                <C>            <C>                  <C>

        VALUATION AND QUALIFYING ACCOUNTS FROM
        ASSETS IN CONSOLIDATED BALANCE SHEETS -
                  DOUBTFUL ACCOUNTS-



          Year Ended December 31, 1996 (1)             $ 1,442               1,093           (191)              $   2,344
          Year Ended December 31, 1995                 $   990               1,211           (759)              $   1,442
          Year Ended December 31, 1994                 $   900                 250           (160)              $     990

</TABLE>

     (1) Additions and year-end balance reflect amounts related to the
acquisitions of CCI and Web Wire.




<PAGE>



                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) 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.
         Date: March 26, 1997
                                    KUHLMAN CORPORATION

                                    By:      /s/ ROBERT S. JEPSON, JR.
                                         Robert S. Jepson, Jr.
                                         CHAIRMAN OF THE BOARD AND
                                         CHIEF EXECUTIVE OFFICER

         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
<PAGE>
<TABLE>
<CAPTION>


         NAME                                                 TITLE                    DATE
<S>                                   <C>                                     <C>

ROBERT S. JEPSON, JR.*              Chairman of the Board and                  )  March 26, 1997
                                    Chief Executive Officer (Principal         )
                                    Executive Officer and Director)            )
VERNON J. NAGEL*                    Executive Vice President of                )  March 26, 1997
                                    Finance, Chief Financial Officer           )
                                    and Treasurer (Principal Financial         )
                                    and Accounting Officer)                    )
CURTIS G. ANDERSON*                 President, Chief Operating Officer            March 26, 1997
                                    and Director                               )
WILLIAM E. BURCH*                   Director                                   )  March 26, 1997
STEVE CENKO*                        Director                                   )  March 26, 1997
GARY G. DILLON*                     Director                                   )  March 26, 1997
ALEXANDER W. DREYFOOS, JR.*         Director                                   )  March 26, 1997
WILLIAM M. KEARNS, JR.*             Director                                   )  March 26, 1997
GEORGE J. MICHEL, JR.*              Director                                   )  March 26, 1997
GENERAL H. NORMAN SCHWARZKOPF*      Director                                   )  March 26, 1997

*By   /s/ ROBERT S. JEPSON, JR.     Individually and as                        )  March 26, 1997
     ---------------------------    Attorney-in-Fact
        Robert S. Jepson, Jr.


</TABLE>

<PAGE>



                                  EXHIBIT INDEX

 EXHIBIT NO.                 DESCRIPTION                                 PAGE*

    2.1      Agreement and Plan of Merger by and between             
             Kuhlman Corporation, Spinner Acquisition Corp. and
             Schwitzer, Inc. (incorporated by reference to Exhibit
             2.1 to Registration Statement No. 33-58133).

    2.2      Tender Offer Statement by the Registrant regarding
             Communication Cable, Inc. (incorporated by
             reference to Schedule 14D-1 filed by the Registrant
             on November 29, 1995).

    2.3      Supplement dated February 1, 1996 to Offer to
             Purchase dated November 29, 1995 by Kuhlman
             Acquisition Corp. (incorporated by reference to
             Exhibit (a)(15) to Amendment No. 4 to Schedule
             14D-1 of Kuhlman Acquisition Corp. and Kuhlman
             Corporation regarding Communication Cable, Inc.
             dated February 1, 1996).

    2.4      Letter of Transmittal to Tender Shares of Common
             Stock of Communication Cable, Inc. (incorporated
             by reference to Exhibit (a)(2) to Schedule 14D-1 of
             Kuhlman Acquisition Corp. and Kuhlman
             Corporation regarding Communication Cable, Inc.
             dated November 29, 1995).

    3.1      Certificate of Incorporation of the Registrant
             (incorporated by reference to Exhibit 1 to the
             Registrant's Form 10-Q for the quarter ended June
             30, 1993).

    3.2      Certificate of Amendment of Certificate of
             Incorporation of the Registrant dated May 31, 1995
             (incorporated by reference to Exhibit 3.1 to
             Registration Statement No. 33-58133).






----------------------------
* Included only in manually-signed original.

<PAGE>



                                  EXHIBIT INDEX

   EXHIBIT NO.                DESCRIPTION                                 PAGE*

   3.3     Certificate of the Voting Powers, Designations,
           Preferences, and Relative, Participating, Optional, or
           Other Special Rights, and the Qualifications,
           Limitations, or Other Restrictions thereof of the
           Junior Participating Preferred Stock, Series A of
           Kuhlman Corporation dated May 31, 1995 (incorporated 
           by reference to Exhibit 3.3 to the Registrant's Form
           10-K for the year ended December 31, 1995).

   3.4     By-laws of Registrant  (incorporated by reference to
           Exhibit 3b to the Registrant's Form 10-K for the year
           ended December 31, 1993).

  10.1     1983 Incentive Stock Option Plan of the Registrant
           (incorporated by reference to Exhibit 10b to the
           Registrant's Form 10-K for the year ended December
           31, 1983).

  10.2     Amended 1986 Stock Option Plan of the Registrant
           (incorporated by reference to Exhibit 10.3 to the
           Registrant's Form 10-K for the year ended December
           31, 1994).

  10.3     Stock Option Plan for Non-Employee Directors
           (incorporated by reference to Exhibit 10e to the
           Registrant's Form 10-K for the year ended December
           31, 1988).

  10.4     Non-Employee Directors Stock Plan  (incorporated
           by reference to Exhibit 4 to the Registrant's Form 10-
           Q for the quarter ended June 30, 1993).

  10.5     1994 Stock Appreciation Rights Plan (incorporated
           by reference to Exhibit 10.6 to the Registrant's Form
           10-K for the year ended December 31, 1994).

  10.6     Amended 1994 Stock Option Plan of the Registrant.




----------------------------
* Included only in manually-signed original.

<PAGE>



                                      EXHIBIT INDEX

EXHIBIT NO.                DESCRIPTION                                 PAGE*

 10.7           Schwitzer, Inc. Long-Term Executive Incentive
                Compensation Plan, as amended (Incorporated by
                reference to Exhibit 4.3 to Registration Statement
                No. 33-61255).

 10.8           Sixth Amendment to Credit Agreement dated July 1,
                1996 among the Registrant, The Chase Manhattan
                Bank, N.A. as Administrative Agent and the
                participating lenders (incorporated by reference to
                Exhibit 10.1 to the Registrant's Form 10-Q for the
                quarter ended September 30, 1996).

 13.0           Portions of Annual Report to Shareholders of the
                Registrant for the year ended December 31, 1996
                appearing under the captions "Five-Year Selected
                Financial Data," "Management's Discussion and
                Analysis of Financial Condition and Results of
                Operations," "Consolidated Statements of Income,"
                "Consolidated Balance Sheets," "Consolidated
                Statements of Cash Flows," "Consolidated
                Statements of Shareholders' Equity," "Report of
                Independent Public Accountants," "Notes to
                Consolidated Financial Statements" and "Common
                Stock Price Ranges."

 21.0           Subsidiaries of the Registrant.

 23.0           Consent of Independent Public Accountants.

 24.0           Power of Attorney.

 27.0           Financial Data Schedule.


----------------------------
* Included only in manually-signed original.