<PAGE>
                                   FORM 10-Q
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

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

                  For the quarterly period ended March 31, 1997

                                      OR

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

                    For the transition period from_____to____

                          Commission file number 1-5530

                           ALLIED PRODUCTS CORPORATION
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

           DELAWARE                                         38-0292230
-------------------------------                  -------------------------------
(State or other jurisdiction of                  (I.R.S. Employer Identification
 incorporation or organization)                               Number)
                                              

 10 SOUTH RIVERSIDE PLAZA, CHICAGO, ILLINOIS                          60606
--------------------------------------------------------------------------------
  (Address of principal executive offices)                          (Zip Code)

       Registrant's telephone number, including area code (312) 454-1020

                                 Not Applicable
                 ----------------------------------------------
                 (former name, former address and former fiscal
                       year, if changed since last report)

Indicate by check mark whether the Registrant (1) has filed all reports 
required to be filed by section 13 or 15(d) of 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 requirement for the past 90 days. Yes |X| No |_|

Indicate the number of shares outstanding of each of the issuer's classes of 
common stock, as of the latest practicable date: 8,078,272 common shares, 
$.01 par value, as of April 30, 1997.


<PAGE>

           ALLIED PRODUCTS CORPORATION AND CONSOLIDATED SUBSIDIARIES


                                    INDEX


      PART I. FINANCIAL INFORMATION

              ITEM 1. FINANCIAL STATEMENTS

                      INTRODUCTION

                      CONDENSED CONSOLIDATED BALANCE SHEETS-
                       March  31, 1997 and December 31, 1996

                      CONDENSED CONSOLIDATED STATEMENTS OF INCOME Three Months
                       Ended March 31, 1997 and 1996

                      CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS- Three
                       Months Ended March 31, 1997 and 1996

                      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

              ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                        CONDITION AND RESULTS OF OPERATIONS


      PART II. OTHER INFORMATION

              ITEM 1. NOT APPLICABLE

              ITEM 2. NOT APPLICABLE

              ITEM 3. NOT APPLICABLE

              ITEM 4. NOT APPLICABLE

              ITEM 5. NOT APPLICABLE

              ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

      SIGNATURES

      EXHIBIT INDEX

<PAGE>

                        PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

          ALLIED PRODUCTS CORPORATION AND CONSOLIDATED SUBSIDIARIES

                                 INTRODUCTION

      The condensed consolidated financial statements included herein (as of 
March 31, 1997 and for the three months ended March 31, 1997 and 1996) have 
been prepared by the Company, without audit, pursuant to the rules and 
regulations of the Securities and Exchange Commission and reflect all 
adjustments of a recurring nature which are, in the opinion of management, 
necessary to present fairly the condensed consolidated financial information 
required therein. The information as of December 31, 1996 is derived from the 
audited year end balance sheet for that year. Certain information and 
footnote disclosures normally included in financial statements prepared in 
accordance with generally accepted accounting principles have been condensed 
or omitted pursuant to such rules and regulations, although the Company 
believes that the disclosures are adequate to make the information presented 
not misleading. It is suggested that these financial statements be read in 
conjunction with the financial statements and the notes thereto included in 
the Company's latest annual report on Form 10-K.

      The results of operations for the three month periods ended March 31, 
1997 and 1996 are not necessarily indicative of the results to be expected 
for the full year.

<PAGE>

            ALLIED PRODUCTS CORPORATION AND CONSOLIDATED SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS

                                     ASSETS

<TABLE>
<CAPTION>
                                                        March 31,   December 31,
                                                          1997         1996
                                                      ------------  ------------
<S>                                                   <C>           <C>
Current Assets:
  Cash and cash equivalents                           $  1,141,000  $    833,000
                                                      ------------  ------------
  Notes and accounts receivable, less allowances of
    $637,000 and $629,000, respectively               $ 79,817,000  $ 52,914,000
                                                      ------------  ------------
  Inventories:
     Raw materials                                    $  8,775,000  $  9,524,000
     Work in process                                    29,013,000    28,269,000
      Finished goods                                    17,381,000    18,997,000
                                                      ------------  ------------
                                                      $ 55,169,000  $ 56,790,000
                                                      ------------  ------------
  Deferred tax asset                                  $ 14,532,000  $ 14,532,000
                                                      ------------  ------------
  Prepaid expenses                                    $    170,000  $    191,000
                                                      ------------  ------------
               Total current assets                   $150,829,000  $125,260,000
                                                      ------------  ------------
 Plant and Equipment, at cost:
    Land                                              $  2,192,000  $  2,155,000
    Buildings and improvements                          35,953,000    37,196,000
    Machinery and equipment                             52,558,000    50,083,000
                                                      ------------  ------------
                                                      $ 90,703,000  $ 89,434,000
   Less- Accumulated depreciation and amortization      50,949,000    51,048,000
                                                      ------------  ------------
                                                      $ 39,754,000  $ 38,386,000
                                                      ------------  ------------
 Other Assets:
    Notes receivable, due after one year,
       less allowance of $7,165,000 at March
       31, 1997 and December 31, 1996,
       respectively                                   $       --    $       --
    Deferred tax asset                                   5,282,000     5,282,000
    Deferred charges (goodwill), net of amortization     1,624,000     1,668,000
    Other                                                1,310,000     1,353,000
                                                      ------------  ------------
                                                      $  8,216,000  $  8,303,000
                                                      ------------  ------------
                                                      $198,799,000  $171,949,000
                                                      ============  ============
</TABLE>

  The accompanying notes to condensed consolidated financial statements are an
                       integral part of these statements.

<PAGE>

            ALLIED PRODUCTS CORPORATION AND CONSOLIDATED SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS

                    LIABILITIES AND SHAREHOLDERS' INVESTMENT

<TABLE>
<CAPTION>
                                                                 March 31,      December 31,
                                                                   1997            1996
                                                               -------------   -------------
<S>                                                            <C>             <C>          
Current Liabilities:

  Revolving credit agreement                                   $  55,300,000   $  27,000,000
  Current portion of long-term debt                                  193,000         193,000
  Accounts payable                                                17,736,000      16,692,000
  Accrued expenses                                                32,908,000      30,575,000
                                                               -------------   -------------
                   Total current liabilities                   $ 106,137,000   $  74,460,000
                                                               -------------   -------------
Long-term debt, less current portion shown above               $     441,000   $     489,000
                                                               -------------   -------------
Other long-term liabilities                                    $   5,951,000   $   3,547,000
                                                               -------------   -------------
Commitments and Contingencies
Shareholders'  Investment:
   Preferred stock:
     Undesignated-authorized 1,500,000 shares at March 31,
     1997 and December 31, 1996: none issued                   $        --     $        --
   Common Stock, par value $.01 per share;
     authorized 25,000,000 shares; issued
     9,364,844 shares at March 31,
     1997 and December 31, 1996,  respectively                        94,000          94,000
   Additional paid-in capital                                     94,749,000      94,671,000
   Retained earnings                                              26,997,000      22,227,000
                                                               -------------   -------------
                                                               $ 121,840,000   $ 116,992,000
   Less: Treasury stock, at cost 1,286,572 and 905,071 shares
     March 31, 1997 and December 31, 1996, respectively          (35,570,000)    (23,539,000)
                                                               -------------   -------------
         Total shareholder's equity                            $  86,270,000   $  93,453,000
                                                               -------------   -------------
                                                               $ 198,799,000   $ 171,949,000
                                                               =============   =============
</TABLE>

  The accompanying notes to condensed consolidated financial statements are an
                       integral part of these statements.

<PAGE>

            ALLIED PRODUCTS CORPORATION AND CONSOLIDATED SUBSIDIARIES

                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
                                                    Three Months Ended March 31,
                                                    ----------------------------
                                                        1997           1996
                                                     -----------   ------------
<S>                                                  <C>           <C>
Net sales                                            $72,881,000   $ 75,243,000
Cost of products sold                                 55,226,000     58,347,000
                                                     -----------   ------------
        Gross profit                                 $17,655,000   $ 16,896,000
                                                     -----------   ------------
Other costs and expenses:
    Selling and administrative expenses              $ 8,493,000   $  9,033,000
    Interest expense                                     694,000        442,000
    Other (income) expense, net                          429,000       (106,000)
                                                     -----------   ------------
                                                     $ 9,616,000   $  9,369,000
                                                     -----------   ------------
Income before taxes                                  $ 8,039,000   $  7,527,000
Provision for income taxes                             2,868,000      2,409,000
                                                     -----------   ------------
Net income                                           $ 5,171,000   $  5,118,000
                                                     ===========   ============
Net income applicable to common stock                $ 5,171,000   $  5,118,000
                                                     ===========   ============
Earnings per common share                            $       .63   $        .56
                                                     ===========   ============
Weighted average of common shares outstanding          8,189,000      9,130,000
                                                     ===========   ============
Dividends per common share                           $       .05   $        .05
                                                     ===========   ============
</TABLE>

  The accompanying notes to condensed consolidated financial statements are an
                       integral part of these statements.

<PAGE>

            ALLIED PRODUCTS CORPORATION AND CONSOLIDATED SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                          For the three months ended March 31,
                                                          ------------------------------------
                                                                 1997           1996
                                                              ------------   ------------
<S>                                                           <C>            <C>         
Cash Flows from Operating Activities:
    Net income                                                $  5,171,000   $  5,118,000
    Adjustments to reconcile net income to net cash 
       provided from operating activities:
       Depreciation and amortization                             1,244,000      1,376,000
       Amortization of deferred charges                             44,000         44,000
       Deferred income tax provision                             2,528,000      2,168,000
       Changes in noncash assets and liabilities,
         net of noncash transactions:
          (Increase) in accounts receivable                    (26,922,000)   (21,159,000)
          (Increase) decrease  in inventories                    1,621,000     (4,832,000)
          (Increase) decrease in prepaid expenses                   21,000        (26,000)
          Decrease in notes receivable, due after one year            --           25,000
          Increase in accounts payable and accrued expenses      3,120,000      6,409,000
       Other, net                                                 (186,000)        90,000
                                                              ------------   ------------
    Net cash used for operating activities                    $(13,359,000)  $(10,787,000)
                                                              ------------   ------------
Cash Flows from Investing Activities:
    Additions to plant and equipment                          $ (2,873,000)  $   (785,000)
    Proceeds from sales of plant and equipment                     385,000         39,000
                                                              ------------   ------------
    Net cash used for investing activities                    $ (2,488,000)  $   (746,000)
                                                              ------------   ------------
Cash Flows from Financing Activities:
    Borrowings under revolving loan and  credit agreements    $ 38,600,000   $ 40,800,000
    Payments under revolving loan and credit agreements        (10,300,000)   (23,900,000)
    Payments of short and long-term debt                           (48,000)      (250,000)
    Common stock issued                                               --        1,501,000
    Purchase of treasury stock                                 (12,956,000)    (6,709,000)
    Dividends paid                                                   3,000       (456,000)
    Stock option transactions                                      856,000        808,000
                                                              ------------   ------------
    Net cash provided from financing activities               $ 16,155,000   $ 11,794,000
                                                              ------------   ------------
Net increase in cash and cash equivalents                     $    308,000   $    261,000
Cash and cash equivalents at beginning of year                     833,000        744,000
                                                              ------------   ------------
Cash and cash equivalents at end of period                    $  1,141,000   $  1,005,000
                                                              ============   ============
</TABLE>

  The accompanying notes to condensed consolidated financial statements are an
                       integral part of these statements.

<PAGE>

           ALLIED PRODUCTS CORPORATION AND CONSOLIDATED SUBSIDIARIES
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(1)   ACCRUED EXPENSES

           The Company's accrued expenses consist of the following:

<TABLE>
<CAPTION>
                                                          3/31/97      12/31/96
                                                        -----------  -----------
      <S>                                               <C>          <C>
      Salaries and wages                                $ 6,675,000  $ 6,026,000
      Warranty                                            9,764,000    9,559,000
      Self insurance accruals                             6,039,000    4,046,000
      Pensions, including retiree health                  5,707,000    6,417,000
      Taxes, other than income taxes                        433,000      811,000
      Environmental matters                               1,978,000    2,020,000
      Other                                               2,312,000    1,696,000
                                                        -----------  -----------
                                                        $32,908,000  $30,575,000
                                                        ===========  ===========
</TABLE>

(2)   EARNINGS PER COMMON SHARE

            Earnings per common share in the first quarter of 1997 and 1996 are
      based on the average number of common shares outstanding (8,189,000 and
      9,130,000, respectively). The assumed exercise of stock options would not
      result in material dilution for the quarters ended March 31, 1997 and
      1996.

(3)   TREASURY STOCK

           The Company's Board of Directors in 1996 authorized the 
     purchase of up to 1,500,000 shares of the Company's common stock 
     from time to time on the open market, subject to prevailing market 
     conditions. Through the end of the first quarter of 1997 the 
     Company has purchased approximately 1,225,000 shares (422,000 
     shares in the first quarter) of its common stock since the 
     inception of the repurchase plan. Some treasury shares purchased 
     have been reissued in satisfaction of stock options exercised.

(4)   CONTINGENT LIABILITIES

           The Company is involved in a number of legal proceedings as a 
     defending party, including product liability and environmental 
     matters for which additional liability is reasonably possible. 
     However, after consideration of relevant data (consultation with 
     legal counsel and review of insurance coverage, accruals, etc.), 
     management believes that the eventual outcome of these matters will 
     not have a material adverse effect on the Company's financial 
     position or its ongoing results of operations.

<PAGE>

           At March 31, 1997, the Company was contingently liable for 
     approximately $859,000 primarily relating to outstanding letters of 
     credit.

(5)   INCOME TAXES

           The provision for income taxes in the first quarter of 1997 
     and 1996 is based upon the Federal Statutory rate adjusted for 
     items that are not subject to taxes. See Note 4 of Notes to 
     Consolidated Financial Statements in the Company's 1996 Annual 
     Report on Form 10-K for a further discussion related to income 
     taxes.

(6)   SUMMARY OF OTHER (INCOME) EXPENSE

           Other (income) expense for the three months periods ended 
     March 31, 1997 and 1996 consists of the following:

<TABLE>
<CAPTION>
                                                      For the three months ended
                                                      --------------------------
                                                          3/31/97     3/31/96
                                                         ---------   --------- 
            <S>                                          <C>         <C>
            Interest income                              $ (17,000)  $ (63,000)
            Goodwill amortization                           44,000      44,000
            Loan cost expenses/amortization                   --        78,000
            Net (gain) loss on sales of operating
               and non-operating assets                   (125,000)    (39,000)
            Litigation settlements/insurance
               provisions                                  442,000     (96,000)
            Other miscellaneous                             85,000     (30,000)
                                                         ---------   --------- 
                                                         $ 429,000   $(106,000)
                                                         =========   =========
</TABLE>

<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
        CONDITION AND RESULTS OF OPERATIONS

OPERATING RESULTS

      Net sales in the first quarter of 1997 were $72,881,000 compared to net 
sales of $75,243,000 reported in the first quarter of 1996. Income before 
taxes in the first quarter of 1997 was $8,039,000 compared to income before 
taxes of $7,527,000 in the same quarter of the prior year. Net income in the 
first quarter of 1997 was $5,171,000 ($.63 per common share) compared to net 
income of $5,118,000 ($.56 per common share) in the first quarter of the 
prior year. As a result of the Company's program to purchase its common 
stock, average common shares outstanding in the first quarter of 1997 
(8,189,000) decreased 941,000 from the average common shares outstanding in 
the first quarter of 1996.

      At the Bush Hog division, net sales decreased 5% in the first quarter 
of 1997 compared to the first quarter of 1996. Decreases were primarily 
associated with various cutter/mower product lines. Certain cutter products 
have been affected by weak cattle prices for the past two years. Cattle 
prices recently have improved slightly. These sales decreases were partially 
offset by improved loader and service parts sales in the current quarter. 
Overall, the agricultural economy appears to be positive. During the first 
quarter of 1997, weather conditions in the majority of the market areas 
served by Bush Hog were favorable with moisture content being adequate. Gross 
profits have decreased at the Bush Hog division due to the effects of 
decreased sales volume noted above. Gross profit margins, however, improved 
over margins reported in the first quarter of 1996. This improvement was 
primarily associated with the effects of an improved mix of sales in the 
current quarter. Manufacturing efficiencies increased slightly in the first 
quarter of 1997.

      At the Verson division, net sales in the first quarter of 1997 
approximated those reported in the first quarter of 1996. Press related sales 
decreased in the first quarter of the current year as work was completed on 
the third "A" press for Chrysler, which was shipped at the end of the 
quarter. Revenue and profits are recognized on a percentage of completion 
basis for press production at this division. Decreases in press sales were 
offset by the effects of improved parts sales in the current year's first 
quarter. Subsequent to the end of the first quarter of 1997, the Verson 
division received a major order for transfer presses from General Motors. 
This order represents the first large transfer press order from General 
Motors in the last ten years. This order plus new orders received by Verson 
in the first quarter of 1997, exceed $100,000,000. Gross profits and gross 
profit margins improved

<PAGE>

in the first quarter of 1997 compared to the first quarter of the prior year. 
Warranty provisions decreased in the first quarter of the current year due 
primarily to the mix of production (sales) during the quarter. This was 
partially offset by increased overtime costs necessary to meet delivery 
schedules and costs associated with a program undertaken to identify areas 
and means of improvement in the manufacturing process. A similar program was 
completed in 1996 at the Bush Hog division and resulted in a significant 
improvement in manufacturing efficiencies.

      At the Coz division, net sales decreased 4% in the first quarter of 
1997 compared to the first quarter of 1996. On an industry wide basis, sales 
have decreased in the current year. Customers serviced by the Coz division 
have also experienced sales decreases. The majority of the decrease in net 
sales was associated with unprocessed products. Gross profits and gross 
profit margins improved at the Coz division in the first quarter of the 
current year, primarily due to decreased manufacturing costs (primarily 
related to lower employment levels), improved manufacturing efficiencies and 
lower shipping expenses achieved as a result of spending controls.

      Selling and administrative expenses decreased to $8,493,000 (11.7% of 
net sales) in the first quarter of 1997 compared to expenses of $9,033,000 
(12.0% of net sales) reported in the first quarter of 1996. The decrease in 
selling expenses was primarily related to the Bush Hog division where 
commissions have decreased. Decreases in administrative expenses were also 
primarily related to the Bush Hog division where costs were incurred during 
the first quarter of 1996 in connection with a program to identify areas and 
means of improvement in the manufacturing process. This program was completed 
at the end of the second quarter of 1996. No such costs were incurred at this 
division in the first quarter of the current year.

      Interest expense in the first quarter of 1997 was $694,000 compared to 
interest expense of $442,000 reported in the first quarter of the prior year. 
Increased borrowing needs were associated with the Verson division where the 
number of presses in process has increased and the division is awaiting final 
payments on presses currently being installed. The Company also purchased 
approximately $13,000,000 of treasury stock during the first quarter of 1997 
as part of a program to purchase up to 1,500,000 shares of the Company's 
common stock. See Note 3 of Notes to Condensed Consolidated Financial 
Statements.

      Reference is made to Note 6 of Notes of Consolidated Condensed 
Financial Statements for an analysis of Other (income) expense in the first 
quarter of 1997 and 1996. It should be noted that "Litigation 
settlements/insurance provisions" in 1997 included income of $1,550,000 from 
the

<PAGE>

settlement of an environmental claim against the former owner of an idle 
facility, and additional expense of approximately $1,950,000 related 
primarily to product liability claims of certain former divisions of the 
Company.

FINANCIAL CONDITION AND LIQUIDITY

      Working capital at March 31, 1997 was $44,692,000 (current ratio of 
1.42 to 1.0) compared to working capital of $50,800,000 (current ratio of 
1.68 to 1.0) at December 31, 1996. Net receivables increased by approximately 
$27,000,000 compared to December 31, 1996. Approximately 75% of the increase 
was related to the Bush Hog division where cash collections associated with 
the sale of agricultural equipment to dealers are dependent upon the retail 
sale of the product by the dealer. Sales to dealers are typically strong in 
the first quarter of the year or just prior to the use season by the farmer. 
Extended payment terms are offered to dealers in the form of floor plan 
financing which is customary in the industry. The remainder of the increase 
in net receivables was associated with the Verson division. A portion of the 
amount due from press sales typically is held back by customers until presses 
are installed and running at designated rates. The holdbacks related to the 
sale of the three "A" presses to Chrysler along with other holdbacks are 
currently outstanding. In addition, significant shipments (invoicing) were 
made during the latter portion of the first quarter. On a consolidated basis, 
inventory levels have decreased by over $1,600,000 since the end of 1996. The 
majority of the decrease was associated with the Bush Hog division.

      Net borrowings under the Amended and Restated Credit Agreement 
increased by over $28,000,000 since the end of 1996. These borrowings, along 
with internally generated cash, were used to finance working capital needs 
noted above and the purchase of 422,000 additional treasury shares. Through 
the end of the first quarter of 1997, the Company has purchased approximately 
1,225,000 shares of its common stock since the inception of the repurchase 
plan in 1996.

      As of March 31, 1997, the Company had cash balances of $1,141,000 and 
additional funds of $42,253,000 available under its Amended and Restated 
Credit Agreement of which $17,253,000 is available for general corporate and 
operating purposes (including costs incurred by the Verson division in 
connection with new press orders from the major U. S. automotive 
manufacturers) and an additional $25,000,000 which is available for new 
Verson business as noted above. The Company anticipates positive cash flow in 
the second quarter of 1997, principally from the collection of Bush Hog and 
Verson receivables. The Company believes that its expected operating cash 
flow and funds available under the Amended and Restated Credit Agreement are 
adequate to finance its operating 

<PAGE>

and capital expenditures in the near future. During the first quarter of 
1997, the Company has been in compliance with all provisions of loan 
agreements in effect.

IMPACT FROM NOT YET EFFECTIVE RULES

      In February 1997, the Financial Accounting Standards Board (FASB) 
issued Statement of Financial Accounting Standards (SFAS) No. 128 - Earnings 
per Share. This statement establishes standards for computing and presenting 
earnings per share. It replaces the presentation of primary earnings per 
share with a presentation of basic earnings per share. It also requires dual 
presentation of basic and diluted earnings per share on the face of the 
income statement for all entities with a complex capital structure and 
requires a reconciliation of the numerator and denominator of basic earnings 
per share to the numerator and denominator of the diluted earnings per share 
computation. The statement is effective for financial statements issued for 
periods ending after December 15, 1997, including interim periods. Earlier 
application is not permitted. The Company anticipates that any earnings per 
share adjustment from the application of this statement will not be material 
to the current method of computing earnings per share. 

<PAGE>

                          PART II - OTHER INFORMATION

Item 6. EXHIBIT AND REPORTS ON FORM 8-K

(a)   Exhibits - See Exhibit Index included herein.

(b)   Reports on Form 8-K - there were no reports on Form 8-K for the three
      months ended March 31, 1997.

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the 
Registrant has duly caused this report to be signed on its behalf by the 
undersigned thereunto duly authorized.

                                      ALLIED PRODUCTS CORPORATION
                                 --------------------------------------
                                              (REGISTRANT)


MAY 12,1997                      /s/ Kenneth B. Light
                                 ----------------------------------------------
                                 Kenneth B. Light,
                                  Executive Vice President, Chief Financial &
                                   Administrative Officer; Director


MAY 12,1997                      /s/ Robert J. Fleck
                                 ----------------------------------------------
                                 Robert J. Fleck,
                                  Vice President - Accounting & Chief Accounting
                                   Officer

<PAGE>

                           ALLIED PRODUCTS CORPORATION

                                INDEX TO EXHIBITS


EXHIBIT NO.                               DESCRIPTION OF EXHIBITS
-----------                               -----------------------

   27                                     Financial Data Schedule