039710Q
                             
                                   
                        SECURITIES AND EXCHANGE COMMISSION 
                              WASHINGTON, D.C.  20549 
 
                                    FORM 10-Q
       (Mark One)
 
           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 0-12362 
 
                               Berger Holdings, Ltd. 
               (Exact Name of Registrant as Specified in its Charter) 
 
            PENNSYLVANIA                       23-2160077 
  (State or Other jurisdiction           (I.R.S. Employer 
  of incorporation or organization)      Identification Number) 
                                                           
          805 Pennsylvania Boulevard, Feasterville, PA  19053 
                  (Address of principal executive offices) 
 
          Registrant's telephone number, including area code: 
                            (215) 355-1200 
 
       Indicate by check mark whether the Registrant (1) has filed 
  all reports required by Section 13  or  15(d) of the Securities 
  Exchange Act of 1934 during the preceding twelve months, and (2) 
  has been subject to such filing requirements for the past ninety 
  days. 
              YES  X    NO   _____

                                                   
     Indicate by check mark whether the Registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.

              YES  X    NO   _____

     As of May 8, 1997, the Registrant had outstanding 4,995,525 
shares of Common Stock, par value $.01 per share. 
        

<PAGE>
                   BERGER HOLDINGS, LTD. 
                           INDEX 
                                                             Page 
PART I    FINANCIAL INFORMATION 
 
          Item 1.   Condensed Consolidated 
                    Balance Sheets at March 31, 1997 
                    and December 31, 1996                      3
 
                    Condensed Consolidated Statement of 
                    Operations for the three month periods
                    ended March 31, 1997 and 1996              5
                                                                 
                    Condensed Consolidated Statements
                    of Cash Flows for the quarter 
                    ended March 31, 1997 and 1996              6
                                                                 
 
                    Notes to Condensed Consolidated 
                    Financial Statements                       8
                                                                  
 
          Item 2.   Management's Discussion and 
                    Analysis of Financial Condition 
                    and Results of Operations                  9
 
                                                   
 PART II   OTHER INFORMATION 
  
            Item 1.  Legal Proceedings                         11

            Item 2.  Changes in Securities                     11

            Item 3.  Defaults Upon Senior securities           11

            Item 4.  Submission of Matters to a 
                         Vote of Security Holders              11 

            Item 5.  Other Information                         11 

            Item 6.  Exhibits and Reports on Form 8-K          11 
 
                     Signature                                 12
                                      




<PAGE>
                       BERGER HOLDINGS, LTD. AND SUBSIDIARY 
                       CONDENSED CONSOLIDATED BALANCE SHEETS 
                                                       
 
 
 
       ASSETS                                    March 31,    December 31,
                                                    1997          1996 
                                                ------------  ------------
 
 
   Current assets 
       Cash                                     $   449,254    $ 1,236,709
       Trade accounts receivable, net of          
          allowance for doubtful accounts 
          of $43,000 in 1997 & 1996               2,065,303      1,569,741
       Inventories (Note 2)                       2,510,232      2,133,895
       Prepaid and other assets                     280,439        153,733
       Deferred income taxes                        250,000        250,000
                                               ------------  -------------
       
       Total current assets                       5,555,228      5,344,078
                                               ------------  -------------

 
 
   Other assets 
      Property and equipment, net (Note 3)        6,674,207      6,080,755
      Deferred income taxes                         250,000        250,000
      Other assets                                   28,695        145,654 
      Goodwill, net of accumulated 
         amortization                             1,659,674        472,374 
                                               ------------  ------------- 
 
      Total other assets                          8,612,576      6,948,783 
                                               ------------  -------------

 
                                                $14,167,804    $12,292,861
                                               ============  =============
 
<PAGE>
                          BERGER HOLDINGS, LTD. AND SUBSIDIARY 
                         CONDENSED CONSOLIDATED BALANCE SHEETS 
                                                            
 
 
                                                   March 31,    December 31, 
   LIABILITIES AND STOCKHOLDERS' EQUITY              1997           1996 
                                               ------------   -------------
 Current liabilities
    Current maturities of long term debt
        and demand notes payable                $   994,238     $   247,717 
    Accounts payable                                490,248         110,867 
    Accrued expenses                                315,784         557,222 
                                                -----------     -----------
   Total current liabilities                      1,800,270         915,806  
 
    
 Long term debt, net of current 
    maturities                                    4,316,024       3,721,719
                                                -----------     ----------- 
   Total liabilities                              6,116,294       4,637,525 
                                                -----------     ----------- 
 
 
 Stockholders' Equity 
   Common stock $.01 par value              
    Authorized 20,000,000 shares 
    Issued and outstanding
                4,995,525 shares in 1997
                4,858,150 shares in 1996             49,955          48,581
                                                     
    Additional paid-in capital                   16,979,238      16,753,862 
    Deficit                                      (8,469,767)     (8,634,191) 
                                                -----------     ----------- 
                                                  8,559,426       8,168,252 
    Less common stock subscribed                   (507,916)     (  512,916)
                                                -----------     ----------- 
   Total stockholders' equity                     8,051,510       7,655,336
                                                -----------     -----------

                                                $14,167,804     $12,292,861 
                                                ===========     =========== 
 







 


<PAGE>
                       BERGER HOLDINGS, LTD. AND SUBSIDIARY 
                   CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS 
                                               
  
                                             Three Months    Three Months
                                                 Ended           Ended
                                               March 31,       March 31,
                                                 1997            1996
                                            --------------  -------------- 
Net sales                                     $4,499,323       $3,611,112
Cost of sales                                  3,542,523        3,052,788
                                              ----------       ----------
Gross profit                                     956,800          558,324

Operating expenses  
   Selling, administrative and general 
     expenses                                    660,720          471,495
                                              ----------       ---------- 
Income from operations                           296,080           86,829  
                                              ----------       ---------- 
Other (expenses) income 
   Interest expense                             (138,775)        (124,735)
   Interest income                                 7,119              142
                                              ----------        --------- 
                                                (131,656)        (124,593)   
                                              ----------        ---------  

Net income (loss)                               $164,424         ($37,764) 
                                              ==========        =========

Earnings (loss) per common share

Earnings per common share and common
share equivalents 
   Net income (loss)                                $.03            ($.01)
                                             ===========       ==========

   Weighted average number of common
   shares outstanding                          4,942,533        3,531,439
                                             ===========       ==========

Earnings per share assuming full dilution        
   Net income (loss)                                $.03            ($.01)
                                             ===========       ==========

   Weighted average number of common
   and common share equivalents
   outstanding for the period                  5,739,959        3,531,439
                                             ===========       ==========








<PAGE>
                         BERGER HOLDINGS, LTD. AND SUBSIDIARY 
                   CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS 

                                                
                                                  Three Months Ended 
                                                       March 31,  
                                                   1997         1996
                                               -----------   ----------
Cash flows from operating activities      
   Net income (loss)                              $164,424    ($37,764)
                                               -----------   ----------

   Adjustments to reconcile net income 
      (loss) to net cash provided by  
      operating activities 
         Depreciation and amortization             173,292      171,360

      (Increase) decrease in assets, net of
      effects from purchase of Real-Tool, Inc.
           Accounts receivable                    (404,399)    (605,917)
           Inventories                            (316,882)      58,620
           Other current and long-term assets       (9,747)     (47,986)
         Increase in liabilities 
           Accounts payable and accrued expenses   137,943       95,335 

                                               -----------  -----------
   Total adjustments                              (419,793)    (328,588)
                                               -----------  -----------


Net cash used in operating 
   activities                                     (255,369)    (366,352)
                                               -----------  -----------
Cash flows from investing activities 
   Acquisition of property and equipment          (254,325)    (126,901)
   Payment for purchase of Real-Tool, Inc.        (900,618)        -
                                               -----------  -----------
Net cash used in investing activities           (1,154,943)    (126,901)
                                               -----------  -----------















<PAGE>
                         BERGER HOLDINGS, LTD. AND SUBSIDIARY            
                    CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                   
                                                    Three Months Ended   
                                                        March 31,        
                                                  1997          1996      
                                               -----------   ----------

Cash flows from financing activities 
   Net borrowings under term loan and
   working capital line                           610,225      478,334
   Principal payments under mortgage and
   lease obligations                              (19,399)        -
   Net proceeds from issuance of stock             32,031         -
                                              -----------   ---------- 
Net cash provided by                 
   financing activities                           622,857      478,334
                                              -----------   ----------
Net decrease in cash                             (787,455)     (14,919) 

Cash, beginning of period                       1,236,709      171,432
                                              -----------   ----------
Cash, end of period                              $449,254     $156,513  
                                              ===========   ========== 


SUPPLEMENTAL DISCLOSURE OF CASH FLOW
  INFORMATION

     Cash paid during the period for 
       interest                                  $138,775     $124,735


SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING
 AND FINANCING ACTIVITIES:

     The Company purchased Real-Tool, Inc. for a combination of cash and
     common stock totalling $1,850,618.  In connection with the acquisition,
     the following assets were acquired and liabilities incurred:

        Accounts Receivable                    $   91,163
        Inventory                                  59,455
        Equipment and pattern dies                 33,000
        Goodwill and other intangible assets    1,667,000
        Cash paid for capital stock and assets   (900,618)
        Value assigned to common stock issued
          in connection with acquisition         (200,000)
                                                ---------
                Liabilities incurred           $  750,000
                                                ========= 





<PAGE>
                 BERGER HOLDINGS, LTD. AND SUBSIDIARY 
          Notes to Condensed Consolidated Financial Statements
                                        
 

Note 1.   Basis of Presentation: 
 
     The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting
principles for interim financial information and the instructions to Form
10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all
of the information and footnotes required by generally accepted accounting
principles for complete financial statements.  In the opinion of management,
all adjustments (consisting solely of normal recurring accruals) considered
necessary for a fair presentation have been included. 
 
Note 2.   Inventories: 
 
     Inventories are valued at the lower of cost or market.  Cost is
determined using the first-in, first-out method ("FIFO"). 
 
     Components of inventories at March 31, 1997 and December 31, 1996
consist of the following: 
         
                        March 31, 1997     December 31, 1996 
 
     Raw materials        $1,463,771          $1,291,490 
     Finished goods        1,014,007             816,719 
     Packaging materials 
        and supplies          78,454              71,686
     Less provision for
        obsolescence         (46,000)            (46,000)
                          ----------          ----------
                          $2,510,232          $2,133,895 
                          ==========          ==========


Note 3.   Property, Plant and Equipment: 
 
     Property, plant and equipment is recorded at cost.  Costs of major
additions and betterments are capitalized; maintenance and repair costs,
which do not improve or extend the life of the respective assets, are
charged to operations as incurred.  Leasehold improvements are amortized
over the shorter of the lease term or useful life. 

          When an asset is sold, retired, or otherwise disposed of, the cost
of the property and the related accumulated depreciation is removed from the
respective accounts, and any resulting gains or losses are included in
income.                                 


    For financial reporting purposes, depreciation is computed on the
straight-line method over the estimated useful lives of the assets.   For
income tax purposes, depreciation is computed on accelerated methods. 


<PAGE>
ITEM 2.   Management's Discussion and Analysis of Financial 
             Conditions and Results of Operation. 

Results of Operations
 
     The financial statements include the accounts of the Company and its
wholly-owned subsidiary, Berger Financial Corporation ("Berger Financial")
and Berger Financial's wholly-owned subsidiary, Berger Bros Company.  All
intercompany transactions and balances have been eliminated.

     During the quarter ended March 31, 1997 (the "Current Quarter") the
Company reported a net income of $164,424 on net sales of $4,499,323.  This
compares to a net loss of $37,764 on net sales of $3,611,112 for the
quarter ended March 31, 1996 (the "Comparable Quarter").  

     The Current Quarter's sales increased 24.6% ($888,211) from the
Comparable Quarter. The Real-Tool (as defined below) product line sales
contributed $138,153 of the increase in sales for the Current Quarter.  The
remainder of the sales increase is attributable to increased advertising,
marketing and an improved customer base.

     Cost of Sales increased to $3,542,523 in the Current Quarter from
$3,052,788 in the Comparable Quarter as a result of the increased sales
volume.                     

     Selling, general and administrative expenses were $660,720 in the
Current Quarter as compared to $471,495 in the Comparable Quarter.  This
increase in expenses is due to a volume rebate program, increased advertising
in national magazines and participation in national and international trade
shows.  As a percentage of net sales,  selling, general and administrative
expenses increased to 14.7% in the Current Quarter as compared to 13.1% in
the Comparable Quarter.

     
Liquidity and Capital Resources 

     On February 7, 1997 the Company aquired all of the stock of Real-Tool,
Inc., a Virginia corporation ("Real-Tool") that manufactures snow guards for
metal roofs.  The Company purchased the assets for $900,618, incurred a
liability aggregating $750,000 which is payable in quarterly installments
over a one year period and issued 100,000 shares of its common stock to the
former owner of Real-Tool.  The Company also entered into a royalty agreement
through 2012 which calls for minimum payments of $75,000 annually through the
year 2002.

     At March 31, 1997 working capital was $3,754,958 resulting in a ratio
of current assets to current liabilities of 3.09 to 1, as compared to
working capital of $4,428,272 (5.84 to 1) at December 31, 1996.  The
reduction in working capital is primarily due to the acquisition of Real-Tool.

     Current liabilities at March 31, 1997 totalled $1,800,270 consisting
primarily of $994,238 in current maturities of long term debt and notes
payable and $806,032 in accounts payable and accrued expenses.  At December 31,
1996, total current liabilities were $915,806 consisting primarily of
$247,717 in current maturities of long term debt and $668,089 in accounts
payable and accrued expenses.  This increase in current liabilities is
primarily due to the liabilities incurred in connection with the acquisition.

     At March 31 1997, the Company had stockholders' equity of $8,051,510
as compared to $7,655,336 at December 31, 1996.  The increase is
attributable to the Current Quarter's net income, stock issued in connection
with the Real-Tool acquisition and the exercise of stock warrants.

<PAGE>
     Cash used in operating activities for the Current Quarter was $255,369
as compared to $366,352 used in the Comparable Quarter.  The first quarter
negative cash flow results primarily from the increase in accounts
receivable and inventory due to the seasonality of the business.  

     Net cash used in investing activities totaled $1,154,943 in the Current
Quarter as compared to $126,901 used in the Comparable Quarter.  This
difference is primarily the result of the purchase of Real-Tool.

     Net cash provided by financing activities was $622,857 in the Current
Quarter, as compared to $478,334 provided in the Comparable Quarter.  
The unused portion of the credit line as of March 31, 1997 was approximately
$670,000.



























<PAGE>
                              PART II - OTHER INFORMATION


Item 1 - Legal Proceedings. 
 
     None.                                                                

Item 2 - Changes in Securities. 
 
     None. 
 
Item 3 - Defaults Upon Senior Securities. 
 
     None.                                                                
          
Item 4 - Submission of Matters to a Vote of Securities Holders. 
     
     None.     

Item 5 - Other Information. 
 
      Not applicable. 

Item 6 - Exhibits and Reports on Form 8-K. 
 
      The Registrant filed with the commission a current report on form 8-K,
      dated February 7, 1997, reporting Items 2 and 7 of form 8-K.  No
      financial statements were filed therewith. 


 
                                                                          
                                                                          
                                                                          
                                                                          
                 
                                           















                              



<PAGE>
                              Signature


    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. 
 
 
                                  BERGER HOLDINGS, LTD. 
 
                                                 

                                  By:/s/ JOSEPH F. WEIDERMAN 
                                     Joseph F. Weiderman 
                                     President


                                  By:/s/ FRANCIS E. WELLOCK, JR.
                                     Francis E. Wellock, Jr.
                                     Chief Financial Officer


                                  Date:  May 8, 1997