FORM 10-K

                     SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.
                                  20549

[X]	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended November 2, 1996.

                                  OR

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

Commission file number 1-6072

                      LATSHAW ENTERPRISES, INC.
       (Exact name of registrant as specified in its charter)

        Delaware                               44-0427150
(State of incorporation)                   (I.R.S. Employer
                                           Identification No.)

2533 South West Street
Wichita, Kansas                                   67217
(Address of principal executive offices)        (Zip Code)

Registrant's telephone number, including area code: (316) 942-7266

Securities registered pursuant to Section 12(b) of the Act:  None

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  [ ].

     The aggregate market value of the voting stock held by non-
affiliates of the registrant (persons other than directors,
officers and beneficial owners of more than 5% of the outstanding
stock) as of December 19, 1996, computed by reference to the
closing bid price on January 17, 1997 as quoted by Mesirow Capital,
Inc., Chicago, Illinois was $760,200.  The non-inclusion of shares
held by directors, officers and beneficial owners of more than 5%
of the outstanding stock shall not be deemed to constitute an
admission that such persons are affiliates of the registrant within
the meaning of the Securities Exchange Act of 1934.  

     The number of outstanding shares of the registrant's common
stock as of December 19, 1996 was 9,922 shares.



<PAGE>
                             PART I

Item 1 - Business.

     Latshaw Enterprises, Inc., formerly known as Conchemco,
Incorporated (the "Company"), is a holding company and through its
affiliated subsidiaries, Wescon Products Company, Helton, Inc.,
Coast Wire & Plastic Tech, Inc. and I.H. Molding, Inc., produces
and markets component parts for a wide range of original equipment
manufacturers as well as consumer products.  In addition to its
holding company activities, the Company has also invested in the
equity securities of other publicly traded corporations.  

Recent Events

     On December 14, 1996, the stockholders of the Company approved
a one for fifty reverse stock split of the issued and outstanding
common stock of the Company.  The reverse stock split became
effective as of the close of business on December 18, 1996.  All
references herein to numbers of shares and per share amounts have
been retroactively restated to reflect the reverse stock split.

     On December 19, 1996, the Company filed a certification and
notice on Form 15 with the Securities and Exchange Commission
("SEC") to terminate the registration of the Company's common stock
under Section 12(g) of the Securities Exchange Act of 1934
("Exchange Act").  Under the rules of the SEC, such deregistration
should occur on March 18, 1997.*  Also, the Company intends to seek
termination of its reporting requirements under Section 15(d) of
the Exchange Act, which requires the filing of annual, quarterly
and current reports with the SEC, as soon as it qualifies for
termination.*  The Company intends to continue providing annual and
quarterly reports to stockholders.*

     The Board of Directors has approved an amendment to the
Company's Certificate of Incorporation which would effect a
20-for-1 forward stock split of the issued and outstanding common
stock of the Company, subject to stockholder approval at a
stockholders' meeting to be held on April 19, 1997.*  The proposed
amendment, if approved, would increase the number of shares of
common stock of the Company available for trading.


*This statement is a forward-looking statement, which is subject to
certain risks and uncertainties.  See Item 7 "Management's
Discussion and Analysis of Financial Condition and Results of
Operations - Forward Looking Statements."

Wescon Products Company

     Wescon Products Company ("Wescon"), the Company's largest
subsidiary, operates from two plants in Wichita, Kansas and
consists of three divisions.

     The Controls Division serves principally manufacturers of
equipment utilizing small gasoline powered engines.  Light-duty
controls are produced for regulating the operation of the engines,
both for throttling and for the government mandated consumer
products safety controls now required for lawn-mowing machines. 
While Wescon is one of the largest producers of controls for the
outdoor power equipment industry, investments have been made over
the past several years for expansion of the Controls Division into
the medium-duty controls area of the market.  These controls are
designed for regulating hydraulically and mechanically powered
truck and off-road equipment industries.  Although these are mature
markets, they represent a significant opportunity for expansion
into related industries of higher technology.

     The Plastics Division produces custom injection molded
products and provides related services for a wide range of
customers.  This Division has continued to expand its customer base
by providing services in the areas of mold design, product design,
material selection, mold manufacturing, and automated secondary
assembly.  These services are purchased by companies in the outdoor
power equipment industry, the cosmetic industry, and a wide variety
of companies in the industrial sector.  Thick sectioned packages
such as jars, powder cases, lids, and caps are presently
manufactured on this Division's 33 injection molding machines. 
Secondary manufacturing processes further support Wescon's entry
into this market by providing customers with services such as hot
stamping, pad printing, hinge pin insertion, sonic welding, and
engraving.  In the industrial sector, parts are molded for
equipment components such as handles for welding guns, hose
couplings, battery cases, housings for electronic assemblies, and
housings for telecommunications equipment.

     The Consumer Products Division was formed fourteen years ago. 
Hand tools have been designed and manufactured through this
Division to further utilize Wescon's existing equipment now used
for the manufacture of Controls and Plastics products.  Products
presently being manufactured and marketed under the name "Latshaw
Tools" include a broad line of automotive oriented hand-held snow
and ice removal tools under the "ICE BREAKER" trade name and a
family of ratcheting tools under the "MR. RATCHET" trade name.  The
MR. RATCHET tools include a ratcheting nutdriver tool set, a
ratcheting screwdriver with six interchangeable tips and a fixed
shaft non-ratcheting screwdriver with twenty-eight tips.  These new
consumer and professional products are marketed through hardware
chains, automotive parts stores, grocery chains, and a wide variety
of mass merchandisers.  They are designed to appeal to the more
discriminating buyer.

     All of the products are distributed throughout the United
States through direct salesmen and manufacturers' representatives. 
In fiscal 1996, Mary Kay Cosmetics, Inc. accounted for 11% of net
sales.  In fiscal 1995, Mary Kay Cosmetics, Inc. accounted for 12%
of net sales.  Sales by the Company to Mary Kay Cosmetics, Inc.
accounted for 14% and Toro Corp. accounted for 10% of net sales in
fiscal 1994.

     Mechanical controls are produced by at least six manufacturers
and the Company believes that Wescon is the major supplier of
controls to the outdoor power equipment industry, which includes
walk-behind and riding mowers, garden tractors, tillers, edgers and
snow removal equipment.  Plastic injection molding production is a
highly competitive business, with many producers throughout the
United States.  Wescon's consumer product business is subject to
extensive competition.


     Backlogs of Wescon are somewhat below last year's levels.
Sales volume has little seasonal variation, with the exception of
the third quarter (May-July), when volume is lower than the other
quarters.

     Raw materials are readily available from both foreign and
domestic sources.

Helton, Inc.

     Helton, Inc. ("Helton"), an 80% owned subsidiary acquired by
the Company in 1990, is located in Morrison, Tennessee.  It
manufactures vacuum formed reusable plastic containers for original
equipment manufacturers in the automotive and marine industries. 
In 1992, Helton began production of plastic component parts for
furniture manufacturers.

Coast Wire & Plastic Tech, Inc.

     Coast Wire & Plastic Tech, Inc. began operations in 1993 when
the Company acquired the operating assets of Coast Wire Tech, Inc.,
Gardena, California.  This subsidiary manufactures high performance
specialty electrical wire and low noise cable for commercial
electronic applications.

I.H. Molding, Inc.

     The Company acquired the operating assets of I.H. Molding,
Inc. in Dallas, Texas in September 1, 1995.  This wholly owned
subsidiary of Wescon Products Company has seven injection molding
machines which produce molded plastic products for a wide range of
customers.  Secondary manufacturing processes available to these
customers include hot stamping, pad printing, hinge pin insertion,
sonic welding and shrink wrap packaging.

Investment Activities

     In addition to its holding company activities, the Company has
also invested in the common stock of Stifel Financial Corp., whose
headquarters are located in St. Louis, Missouri.  As of the end of
1996 fiscal year, the Company owned 78,764 shares, or approximately
1.8%, of the outstanding common stock of Stifel Financial Corp. 
Stifel Financial Corp. and its subsidiaries are engaged in general
securities brokerage, public and corporate finance, and investment
advisory businesses.

     The common stock of Stifel Financial Corp. is traded on the
New York Stock Exchange.  See Note 6 of the Notes to Consolidated
Financial Statements set forth in this Form 10-K which is included
herein by reference.

Employees

     The Company has approximately 525 employees and considers
relations with its employees to be good.

Industry Segment Information

     Industry segment information concerning the Company is not
presented herein.  Management of the Company has determined that
none of the Company's subsidiaries or divisions thereof constitute
reportable industry segments under applicable accounting standards.


Executive Officers of the Company

                       An Executive    Positions and Offices
                       Officer of the  Held with the Company
Name              Age  Company Since   as of December 31, 1996(1)
[S]                [C]     [C]         [S]
John Latshaw       75     1987(2)      Chairman of the Board of
                                       Directors, Managing
                                       Director and Chief
                                       Executive Officer

Michael E. Bukaty  60     1984(3)      President and Chief
                                       Operating Officer

David G. Carr      51     1984(4)      Senior Vice-President,
                                       Chief Financial Officer
                                       and Secretary
                                  

(1)     Unless otherwise indicated, each of the executive officers has held
        the same position with the Company during the last five years.
        Any other principal occupations or employment of such persons during
        the past five years is also indicated below.

(2)     Mr. Latshaw also serves as Chairman of the Board of Directors
        of Wescon Products Company, a wholly-owned subsidiary of the
        Company and a manufacturer.  In addition, Mr. Latshaw has
        served as Chairman of the Board of Helton, Inc., an 80% owned
        subsidiary of the Company and a manufacturer of plastic
        products, since August 1993, as Chairman of the Board and
        Chief Executive Officer of Coast Wire & Plastic Tech, Inc., a
        wholly-owned subsidiary of the Company and a cable and wire
        manufacturer, since December 1993, and as Chairman of the
        Board and Chief Executive Officer of I.H. Molding, Inc., a
        wholly-owned subsidiary of Wescon Products Company and a
        manufacturer of plastic products, since September 1995.  Mr.
        Latshaw is the father of Constance H. Latshaw and Elizabeth A.
        Reid-Scott, directors of the Company.
	
(3)     Mr. Bukaty also serves as President and Chief Executive
        Officer of Wescon Products Company, a wholly-owned subsidiary
        of the Company and a manufacturer.  In addition, Mr. Bukaty
        has served as President of Coast Wire & Plastic Tech, Inc., a
        wholly-owned subsidiary of the Company and a cable and wire
        manufacturer, since December 1993, and as President of I.H.
        Molding, Inc., a wholly-owned subsidiary of Wescon Products
        Company and a manufacturer of plastic products, since
        September 1995.

(4)     Mr. Carr also serves as Senior Vice President, Chief Financial
        Officer, Secretary and Treasurer of Wescon Products Company,
        a wholly-owned subsidiary of the Company and a manufacturer. 
        Mr. Carr has also served as Secretary/Treasurer and a director
        of Coast Wire & Plastic Tech, Inc., a wholly-owned subsidiary
        of the Company and a cable and wire manufacturer, since
        December 1993, and as Secretary/Treasurer and a director of
        I.H. Molding, Inc., a wholly-owned subsidiary of Wescon
        Products Company and a manufacturer of plastic products, 
        since September 1995.
	


Item 2 - Properties.

     The Company operates the principal facilities listed below,
all of which are considered well-maintained and suitable for the
purpose for which they are being used:

                               Approximate
Location                       Floor Space        Leased or Owned

Wescon Products Company
Wichita, Kansas        
<TABLE>
<C>       <S>                 <C>     <S>         <C>   <S>
1. Controls Division Plant    110,000 sq. ft.     Owned
2. Plastics Division Plant     75,000 sq. ft.     Owned
</TABLE>

Helton, Inc.
Morrison, Tennessee     
<TABLE>
<C>       <S>                  <C>     <S>        <C>   <S> 
1. Plastics Vacuum Forming     40,000 sq. ft.     Owned
   Plant
</TABLE>

I.H. Molding, Inc.
Dallas, Texas           
<TABLE>
<C>       <S>                  <C>     <S>        <C>    <S>
1. Plastic Injection           20,000 sq. ft.     Leased
   Molding Plant
</TABLE>

Coast Wire & Plastic Tech, Inc.
Gardena, California           
<TABLE>
<C>       <S>                  <C>      <S>       <C>     <S>
1. Electrical Wire Forming     20,000 sq. ft.     Leased
   Plant
</TABLE>

Item 3 - Legal Proceedings.

     Except as set forth below, there are no material pending legal
proceedings other than ordinary routine litigation incidental to
the business, to which either the Company or its subsidiaries is a
party or of which any of the property of such entities is the
subject.

     On August 13, 1993 the Company received an inquiry from the
United States Environmental Protection Agency ("EPA") concerning
the disposal of hazardous substances at the Doepke-Holliday Super
Fund Site (the "Site") in Johnson County, Kansas.  In the letter,
the EPA stated that it had information indicating that wastes from
the Company were disposed of at the Site.  The Company has no
records of any such disposal of wastes at the Site.  However, the
Company no longer has access to most of the records of two
divisions which it operated during the relevant time period and
subsequently sold, a paint and chemical coatings division and a
manufactured housing division. 

     The Company has agreed to participate in the Holliday
Remediation Task Force (the Task Force), a group of potentially
responsible parties for the Site.  The Task Force currently has 40
active members and is negotiating participation by other
potentially responsible parties.  Parties who join the task force
agree to participate at one of five specified levels of
contribution based upon the Task Force's assessment of liability
and to pay a portion of future response and remediation costs based
upon their specified level of contribution.  The Company will
participate in the third contribution level and the Task Force's
preliminary estimate of the amount of financial contribution which
may be required from the Company at that level is $75,000 to
$100,000.  A consent decree between the Task Force and the EPA has
been executed and filed with the United States District Court for
the District of Kansas.  Neither ultimate liability nor costs are
ascertainable at this time.  Based upon the information provided by
the Task Force, the Company estimates the amount of the financial
contribution by the Company, including legal and consulting costs
associated with the contingency, that may be required will be
$150,000.*

     At October 29, 1994, the Company accrued a current liability
of $150,000 relating to this contingency.  The Company paid
approximately $25,000 with respect to this matter during fiscal
year 1995, and $14,000 during fiscal year 1996.  At November 2,
1996, the Company had an accrued liability of $111,000 relating to
the contingency.  The Company does not expect final closure of this
matter during fiscal year 1997.  As a result of this matter, the
Company has requested copies of insurance policies that were in
effect during the period the contamination allegedly took place. 
The Company plans to evaluate the coverage that existed during this
period and determine whether a claim should be filed with the
carrier.  The Company's ability to obtain contribution from the
insurance carrier is not ascertainable at this time.

     In the event the Company ultimately pays certain costs as a
potentially responsible party, it is the opinion of management,
based upon currently available information, that any such costs or
liability is not likely to materially vary from the amount accrued
at November 2, 1996.*


*This statement is a forward-looking statement, which is subject to
certain risks and uncertainties.  See Item 7 "Management's
Discussion and Analysis of Financial Condition and Results of
Operations - Forward Looking Statements."

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

     The Annual Meeting of Stockholders was held on December 14,
1996.


     At the meeting, the stockholders (i) approved an amendment of
Article FOURTH of the Certificate of Incorporation to effect a 1
for 50 reverse stock split of the Company's common stock;
(ii) elected two directors for three-year terms and (iii) ratified
the appointment of Ernst & Young as independent auditors of the
corporation for the fiscal year ended November 2, 1996.  The number
of votes cast for, against and withheld, and the number of
abstentions and broker nonvotes as to each such matter, including
a separate tabulation with respect to each nominee for director,
are set forth below:

1.	Approval of Amendment of Certificate of Incorporation

For:       353,924
Against:    30,781
Abstained:      33
Broker 
  Nonvotes:      0


2.	Election of Directors 

Nominees                  Votes For       Votes Withheld

Michael E. Bukaty         369,960         14,778
John Latshaw              369,960         14,778


3.	Ratification of Independent Auditors

For:       374,067
Against:     3,574
Abstained:   7,097
Broker
  Nonvotes:      0


                            PART II

Item 5 - Market for Registrant's Common Equity and Related
         Stockholder Matters.

     The Company's common stock is traded on the over-the-counter
market.  There are two market makers in the Company's stock.  The
following table sets forth the high and low bid quotations of the
stock for each quarter during the past two fiscal years.  All
quotations have been retroactively restated to reflect a 1-for-50
reverse stock split that occurred on December 19, 1996.
<TABLE>
                              1996               1995    
                          HIGH    LOW        HIGH    LOW
     <C>  <S>   <C>       <C>  <S>  <C>      <C>  <S>  <C>
     Nov. - Jan.          350   -  300       425  -  350
     Feb. - Apr.          312.5 -  300       350  -  350
     May  - Jul.          375   -  312.5     400  -  350
     Aug. - Oct.          425   -  375       400  -  350
</TABLE>

     The source of the high and low bid quotations provided above
as Mesirow Capital, Inc., Chicago, Illinois.

     The Company had approximately 147 shareholders of record on
December 19, 1996.

     No cash dividends were declared during fiscal years 1995 or
1996.  The Company does not currently expect to pay cash dividends
in the immediate future.  Under the existing agreement of the
Company and Wescon Products Company, the Company's largest
subsidiary, with their primary lender, Wescon Products Company may
make only such payments to the Company as are provided in the
Company's corporate budget, not to exceed $125,000 per month.

Item 6 - Selected Financial Data.

     The information included in the schedule entitled "Five Year
Summary" contained in Exhibit 99 to this Form 10-K is
incorporated herein by reference.

Item 7. - Management's Discussion and Analysis of Financial
          Condition and Results of Operations.

     In 1996, sales increased 8.0 percent to $44,407,000 from the
1995 level of $41,102,000.  Sales increased 6.1 percent in 1995
from the 1994 total of $38,732,000.  Included in sales for 1996 are
a full year of revenues attributable to the I.H. Molding Division
totaling $2,191,000.  This division was acquired in September of
1995 and contributed $331,000 to revenues for fiscal 1995.  In
1996, all of the Company's product groups experienced similar
percentage sales increases.  Improvement in the general economic
conditions appear to have had a favorable effect on many of our
customers.  The increase in revenues in 1996 (other than the
portion attributable to the inclusion of the revenues of the I.H.
Molding Division for the full year) resulted primarily from new
product introductions.

     Gross profit as a percentage of sales was 22.6 percent in 1996
compared to 21.8 percent in 1995 and 24.5 percent in 1994.  The
improvement in 1996 resulted from manufacturing efficiencies and
higher sales volume.  In 1995, increased raw material costs were
experienced by all the Company's product groups which was the
primary cause for the decrease in gross profit for 1995 when
compared to 1994.

     In 1996, selling, general and administration expense was
$6,899,000 which is 15.5 percent of sales compared with $6,474,000
or 15.8 percent in 1995 and $6,795,000 or 17.5 percent in 1994. 
Increases in selling, general and administrative expense since 1994
are due primarily to costs associated with higher sales volumes
such as commissions and performance incentives.  In addition, 1994
expenses included $250,000 and $150,000 of nonrecurring contingency
reserve, respectively.  Excluding these expenses in 1994, selling,
general and administrative expenses have been decreasing as a
percent of sales because of the economies of scale gained as a
result of the higher sales volume.

     Interest expense for 1996 was $513,000 compared to $523,000
and $361,000 in 1995 and 1994, respectively.  The decrease in 1996
was due to lower interest rates.  The increase in 1995 was the
result of higher bank debt which was used to finance acquisitions
as well as inventory and receivable growth due to the increased
sales volume.  Borrowing costs in 1995 were also higher because of
the increase in interest rates the Company paid on its outstanding
convertible subordinated debentures and bank borrowing compared to
1994.

     In May 1993, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards (SFAS) No. 115,
"Accounting for Certain Investments in Debt and Equity Securities." 
The Company adopted the provisions of the new standard for
investments held as of or acquired after October 30, 1994.  In
accordance with SFAS No. 115, prior period financial statements
have not been restated to reflect the change in accounting
principle.  Under SFAS No. 115, marketable equity securities held
by the company are classified as available for sale.  Available for
sale securities are carried at fair market value, with the
unrealized gains and losses, net of tax, reported as a separate
component of shareholders' equity.  For 1994, the Company's
marketable equity securities were carried at the lower of aggregate
cost or market value.  For 1994, Latshaw Enterprises had an
unrealized gain on these securities of $712,000.  In 1994, the
Company had a realized loss on the sale of marketable equity
securities of $997,000.

     In 1996, the Company sold its investment in EduCare Community
Living Corp. to VOCA Holding Incorporated for cash and notes.  This
resulted in the Company recording a capital gain of $189,000. 
Proceeds from this sale were used to reduce bank borrowings.

     The Company's effective income tax rate was 34 percent in
1996.  The income tax rate was 38 percent and 42 percent in 1995
and 1994, respectively.  See Footnote 5 to the Consolidated
Financial Statements for a reconciliation of the income tax
provision to the amount computed at the Federal statutory rate. 
The lower tax rate in 1996 is principally attributable to the net
effect of capital loss carryforwards utilized in 1996 to offset
capital gains incurred from the sale of marketable equity
securities, and unrealized gains on marketable securities recorded
in 1996.  The higher tax rate in 1994 is principally attributable
to an increase in the valuation reserve resulting from the effect
of increased capital loss carryforwards related to the sale of
marketable equity securities in 1994, net of the $712,000 
reduction of cumulative unrealized capital losses on these
securities.

     The Company had net income of $1,939,000, $1,329,000 and
$1,193,000 for 1996, 1995 and 1994, respectively.  Higher sales,
new product introductions and improved operating efficiencies
contributed to the growth of net income for those years.

     At year end, net working capital was $10,643,000 in 1996,
$8,991,000 in 1995 and $8,427,000 in 1994.  The ratio of current
assets to current liabilities was 2.5, 2.1 and 2.2 at the end of
1996, 1995 and 1994, respectively.

     In 1996, net cash provided by operating activities totaled
$3,769,000 resulting from net income of $1,939,000; $1,898,000 from
noncash depreciation and amortization charges; and a $649,000
increase in accounts payable, less the cash required to fund the
$1,237,000 increase in accounts receivable resulting from the
increase in sales.  These and other funds were used by the Company
to purchase $2,072,000 of property, plan and equipment and to
reduce bank borrowings by $1,910,000.  In 1995, net cash provided
by operating activities totaled $1,676,000 resulting from net
income of $1,329,000 and $1,570,000 from noncash depreciation and
amortization charges, less the effects of cash required to fund an
increase in receivables and a reduction in accounts payable.  These
funds, combined with additional bank borrowings, were used by the
Company to acquire the operating assets of I.H. Molding for
$637,000 in cash and purchase other property, plan and equipment of
$1,916,000.  Net cash provided by operating activities in 1994
totaled $1,938,000 resulting primarily from $1,193,000 in net
income and $1,395,000 in noncash depreciation and amortization
charges, less the effects of cash required to fund the increases in
working capital needed to support increased sales.  These funds,
combined with additional bank borrowings, were used by the Company
to acquire the operating assets of Coast Wire & Plastic Tech, Inc.
for $690,000 and purchase $1,919,000 of property, plant and
equipment.

     At November 2, 1996, the Company through its subsidiary,
escon  Products Company, had an unused line of credit for short
term bank borrowings of $5,200,000 remaining of the $7,000,000
available, providing for interest at prime.  This line of credit is
collateralized by equipment, real estate, marketable equity
securities, inventories and accounts receivable.  The Company,
through its subsidiary, Helton, Inc., also has outstanding
borrowings of $25,000 at November 2, 1996 on a $350,000 bank line
of credit, with interest at prime plus 1.25 percent.  This line of
credit is collateralized by inventory and accounts receivable of
Helton, Inc.  Management believes that the combination of funds
available through its bank lines of credit along with the
anticipated cash flow from operations will provide the capital
resources necessary to meet the Company's current working capital
needs.*  Despite the company's existing capital resources,
opportunities may arise that Management believes would enhance the
value of the Company that could require financing not currently
provided for.  There were no significant capital expenditure
commitments outstanding at the end of the fiscal year.

*This statement is a forward-looking statement, which is subject to
certain risks and uncertainties.  See "Forward Looking Statements"
below.

Forward-Looking Statements

     Certain statements contained in this Annual Report on Form
10-K which are not statements of historical fact constitute
forward-looking statements within the meaning of Section 21E of the
Securities Exchange Act of 1934, as amended, including, without
limitation, the statements specifically identified as forward-
looking statements in this Form 10-K.  In addition, certain
statements in future filings by the Company with the Securities and
Exchange Commission, in the Company's press releases, and in oral
statements made by or with the approval of an authorized executive
officer of the Company which are not statements of historical fact
constitute forward-looking statements within the meaning of the
Act.  Examples of forward-looking statements including, but are not
limited to: (i) projections of revenues, income or loss, earnings
or loss per share, capital expenditures, the payment or non-payment
of dividends, capital structure and other financial items,
(ii) statements of plans and objectives of the Company or its
management or Board of Directors, including plans or objectives
relating to the products or services of the Company,
(iii) statements of future economic performance, and
(iv) statements of assumptions underlying the statements described
in (i), (ii) and (iii).

     Forward-looking statements made by or on behalf of the Company
involve risks and uncertainties which may cause actual results to
differ materially from those in such statements.  Some important
factors that could cause the actual results to differ materially
from those discussed in the forward-looking statements include, but
are not limited to: changes in general economic conditions;
competitive, regulatory or tax changes that affect the cost of or
demand for the Company's products; weather conditions; adverse
litigation results; failure to achieve cost-saving goals; changes
in raw material prices or availability; loss of one or more
significant customers; inflation; and changes in environmental
regulation.  Other factors not identified herein could also have
such an effect.  With respect to statements of plans or objectives
of the Company or its management or Board of Directors, such plans
or objectives are subject to change or revision at any time.

     The forward-looking statements specifically identified in
Item 1 of this Form 10-K which relate to the intentions of the
Company are subject to change by the Board of Directors at any
time.  With respect to the forward-looking statement specifically
identified in Item 1 of this Form 10-K regarding the proposed 20-
for-1 forward stock split, such proposed stock split is subject to
the approval of the stockholders of the Company and, even if
approved by the stockholders, may be abandoned by the Board of
Directors of the Company at any time prior to its effective date.

     The forward-looking statements specifically identified in
Item 3 of this Form 10-K, which relate to the Company's expected
costs and liability in connection with the environmental matter
described therein, are subject to a number of risks and
uncertainties, including, without limitation: the actual costs of
the clean-up may exceed those currently projected; the Site may
contain undiscovered conditions requiring further remediation
costs; the entities engaged by the Task Force to effect the clean-
up may fail to correctly remediate the Site; the EPA may reopen its
claims against all responsible parties, including the Company, as
permitted under the Consent Decree; and a third party may make
claims against the Company related to the Site.  The occurrence of
any of the foregoing may cause the Company to incur additional
liability or costs.

     With respect to the forward-looking statement specifically
identified above in Item 7 of this Form 10-K regarding the adequacy
of the Company's capital resources, such statement is subject to
several risks and uncertainties including, without limitation: the
future economic performance of the Company (which is dependent in
part upon the factors described above); the ability of the
Company's subsidiary, Wescon Products Company, to renew its
$7,000,000 line of credit, which expires in February, 1997, for the
same amount and upon substantially the same terms; future
acquisitions of other businesses not currently anticipated by
management of the Company; and other material expenditures not
currently anticipated by management.

Item 8 - Financial Statements and Supplementary Data.

     The information in the Consolidated Statements of Income,
Consolidated Balance Sheets, Consolidated Statements of Cash Flows,
Consolidated Statements of Shareholders' Equity, Notes to
Consolidated Financial Statements and Report of Independent
Auditors in Exhibit 99 to this Form 10-K is incorporated into this
Item 8 by reference.

Item 9 - Changes in and Disagreements with Accountants on
         Accounting and Financial Disclosure. 

     Not Applicable.

                           PART III

Item 10 - Directors and Executive Officers of the Registrant.

Item 11 - Executive Compensation.

Item 12 - Security Ownership of Certain Beneficial Owners and
          Management.

Item 13 - Certain Relationships and Related Transactions.

     The information required to be provided under Items 10 through
13 will be filed by amendment on or before March 3, 1997, to the
extent required by the reporting requirements of Sections 13(a) and
15(d) of the Securities Exchange Act of 1934.

                           PART IV

Item 14 - Exhibits, Financial Statement Schedules, and Reports
          on Form 8-K

(a)(1)  Financial Statements.  The following financial statements
contained in Exhibit 99 to this Form 10-K are incorporated herein
by reference:

	Consolidated Statements of Income - for the years ended
	November 2, 1996, October 28, 1995 and October 29, 1994

	Consolidated Balance Sheets - November 2, 1996 and October 28,
	1995.

	Consolidated Statements of Cash Flows - for the years ended
	November 2, 1996, October 28, 1995 and October 29, 1994

	Consolidated Statements of Shareholders' Equity - for the
	years ended November 2, 1996, October 28, 1995 and October 29,
	1994

	Notes to Consolidated Financial Statements

	Report of Independent Auditors

(a)(2)  Financial Statement Schedules.

	The following financial statement schedules attached
hereto are incorporated herein by reference:

	Schedule  I - Condensed Financial Information of Registrant

	Schedule II - Valuation and Qualifying Accounts

	All other schedules are omitted because they are not
applicable or the information is contained in the financial
statements or notes thereto.

(a)(3)  Exhibits.

        (3)(a)   Amendment to Certificate of Incorporation of
                 Latshaw Enterprises, Inc.

        (3)(b)   Certificate of Incorporation of Latshaw
                 Enterprises, Inc., as amended.

        (3)(c)   By-laws of Latshaw Enterprises, Inc., as amended
                 (incorporated by reference from Exhibit (3)(d) to
                 the Form 10-Q filed by the Company with the
                 Commission for the quarter ended August 3, 1991).

        (4)(a)   Form of Indenture between Latshaw Enterprises, Inc.
                 and Mark Twain Bank, respecting Debentures due
                 November 2022 (incorporated by reference from
                 Exhibit 4(a) to Post-Effective Amendment No. 1 to
                 the Registration Statement on Form S-2,
                 Registration No. 33-51088, filed by the Company
                 with the Commission on October 8, 1992).

        (4)(b)   Form of Debenture due November 2022 (incorporated
                 by reference from Exhibit 4(b) to Post-Effective
                 Amendment No. 1 to the Registration Statement on
                 Form S-2, Registration No. 33-51088, filed by the
                 Company with the Commission on October 8, 1992).

        (10)(a)  Fiscal 1997 Key Management Bonus System.

        (10)(b)  1987 Employee Stock Benefit Plan (incorporated by
                 reference from Exhibit (10)(d) to the Annual Report
                 on Form 10-K filed by the Company for the fiscal
                 year ended October 29, 1988).

        (10)(c)  Stock Option Agreement executed pursuant to the
                 1987 Employee Stock Benefit Plan (incorporated by
                 reference from Exhibit (10)(e) to the Annual Report
                 on Form 10-K filed by the Company with the
                 Commission for the fiscal year ended October 29,
                 1988).

        (11)     Computation of Net Income Per Share

        (21)     Subsidiaries of Latshaw Enterprises, Inc.
 
        (24)     Powers of Attorney

        (27)     Financial Data Schedule

        (99)     Company Financial Statements

(b)     Reports on Form 8-K

     No Form 8-K's were filed during the last quarter of the period
covered by this report.

                              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.

                              LATSHAW ENTERPRISES, INC.
                                    (Registrant)


                              By: /s/ David G. Carr          
                                 David G. Carr
                                 Senior Vice-President, Chief
                                 Financial Officer and
                                 Secretary

                              Dated:  January 23, 1997

<PAGE>
     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 date
indicated.

Signature                     Title                          Date


*/s/John Latshaw           Chairman of the Board          January 23, 1997
 John Latshaw              of Directors, Managing
                           Director, Chief
                           Executive Officer and
                           Director


*/s/Michael E. Bukaty      President, Chief               January 23, 1997
 Michael E. Bukaty         Operating Officer
                           and Director


 /s/David G. Carr          Senior Vice-President,         January 23, 1997
 David G. Carr             Chief Financial and
                           Accounting Officer,
                           and Secretary


*/s/Eliz. A. Reid-Scott    Director                       January 23, 1997
 Elizabeth A. Reid-Scott	


*/s/L. Chandler Smith      Director                       January 23, 1997
 L. Chandler Smith	


*By:/s/ David G. Carr  
    David G. Carr
    Attorney-in-Fact


-186201








<PAGE>
                           Latshaw Enterprises, Inc.

            Schedule I - Condensed Financial Information of Registrant

                            Condensed Balance Sheets
<TABLE>
                                                 November 2,      October 28,
                                                    1996              1995
                                                    (Thousands of Dollars)

Assets
Current assets:
 <S>                                                 <C>  <C>       <C> <C>
 Cash and cash equivalents                           $    82        $    90
 Marketable equity securities                            591            450
 Refundable income taxes                                   -            116
 Prepaid expenses                                        308            306
Total current assets                                     981            962

Property, plant and equipment, net                        13             19

Deferred income taxes                                    367            393

Other assets (principally investments in 
subsidiaries net of amounts due to/from 
subsidiaries)                                         17,069         15,088
                                                     $18,430        $16,462

Liabilities and shareholders' equity
Current liabilities:
 Notes payable                                       $   247        $   242
 Accounts payable                                        121            153
 Accrued expenses                                        815            801
 Deferred income taxes                                    87             31
 Current portion of deferred compensation                137            138
Total current liabilities                              1,407          1,365

Long-term debt                                         2,500          2,500
Pensions and deferred compensation                       698            742
Postretirement benefit obligation                        243            266

Shareholders' equity:
 Common stock                                          2,004          2,004
 Additional paid-in capital                            4,899          4,899
 Unrealized gains on marketable equity securities        112             22
 Retained earnings                                    16,904         14,965
                                                      23,919         21,890
 Less cost of treasury stock                         (10,337)       (10,301)
                                                      13,582         11,589
                                                     $18,430        $16,462
</TABLE>

<PAGE>
                         Latshaw Enterprises, Inc.

     Schedule I - Condensed Financial Information of Registrant (continued)

                       Condensed Statements of Income

<TABLE>
                                                  Year ended       
                                 November 2,      October 28,      October 29,
                                    1996             1995             1994
                                            (Thousands of Dollars)

<S>                               <C>               <C>             <C>  <S>
Management fee income             $1,123            $1,119          $1,127

Selling, general and 
 administrative expenses           1,293             1,298           1,440
Interest expense                     513               237             185
Loss on sale of marketable 
 equity securities                     -                 -             997
Unrealized gain on marketable
 equity securities                     -                 -            (712)
Gain on sale of other
 investments                        (189)                -               -
Other - net                         (147)               32             (21)

Loss before income taxes, equity 
 in net income of subsidiaries      (347)             (448)           (762)

Income tax benefit                  (184)             (150)           (126)
Equity in net income of 
 subsidiaries                      2,102             1,627           1,829

Net income                        $1,939            $1,329          $1,193
</TABLE>

<PAGE>
                          Latshaw Enterprises, Inc.

       Schedule I - Condensed Financial Information of Registrant (continued)

                       Condensed Statements of Cash Flows

<TABLE>
                                                  Year ended        
                                 November 2,      October 28,      October 29,
                                    1996             1995             1994
                                           (Thousands of Dollars)

Cash used in operating 
 <S>                               <C>              <C>             <C>
 activities                        $ (1,345)         $  (877)       $ (715)

Investing activities:
 Proceeds from sale of 
  other investments                     216                -             -
 Proceeds from sale of
  marketable equity
  securities                              -                -           158
 Purchases of property, plant 
  and equipment                           -               (9)           (5)
 Purchase of subsidiary                   -             (637)         (690) 
 Advances from subsidiaries           1,500            1,765         1,603
                                      1,716            1,119         1,066

Financing activities:
 Payments of notes payable             (343)            (250)         (246)
 Proceeds from issuance of 
  long-term debt                          -                -             -
 Payment of long-term debt                -                -             -
 Purchase of treasury stock             (36)             (28)          (28)
                                       (379)            (278)         (274)
 Increase (decrease) in cash       $     (8)          $  (36)       $   77
</TABLE>

<PAGE>
                          Latshaw Enterprises, Inc.

       Schedule I - Condensed Financial Information of Registrant (continued)

                    Notes to Condensed Financial Statements

A.  Basis of Presentation

In the parent-company-only financial statements, the Company's investment
in subsidiaries is stated at cost plus equity in undistributed earnings of 
subsidiaries since date of acquisition.  Parent-company-only financial 
statements should be read in conjunction with the Company's consolidated 
financial statements.

B.  Guarantee

Wescon Products Company, a wholly-owned subsidiary of the Company, has 
$1,800,000 and $3,100,000 of line of credit borrowings outstanding at 
November 2, 1996 and October 28, 1995, respectively.  Under the terms 
of the related debt agreements, the Company has guaranteed the payment 
of all principal and interest.  The Company has also guaranteed the 
payment of principal and interest on $274,000 and $327,000 of long-term
debt outstanding at November 2, 1996 and October 28, 1995, respectively, 
owed by Helton, Inc., an 80%-owned subsidiary.



                          Latshaw Enterprises, Inc.
             Schedule II - Valuation and Qualifying Accounts
                         Year ended November 2, 1996
<TABLE>
<CAPTION>
                                        Additions
                                             Charged to
                     Balance at  Charged to  Other                    Balance
                     Beginning   Cost and    Accounts-   Deductions-  at End of
     Description     of Period   Expenses    Describe    Describe     Period
                                   (Thousands of Dollars)

Year ended November 
 2, 1996:
Deducted from asset 
 accounts:
 Allowance for 
  <S>                 <C> <C>     <C>         <C>         <C>  <C>      <C> <C>
  doubtful accounts   $   121     $  72       $  -        $    31(1)    $   162
 Reserve for 
  inventory 
  obsolescence             49       140          -            135(3)         54
 Valuation reserve 
  for deferred tax 
  assets                1,385         -          -            130(4)      1,255
                      $ 1,555     $ 212       $  -        $   296       $ 1,471

Year ended October 
 28, 1995:
Deducted from asset 
 accounts:
 Allowance for 
  doubtful accounts   $   110     $  67       $  -        $    56(1)     $  121
 Reserve for 
  inventory
  obsolescence              2       130          -             83(3)         49
 Valuation reserve 
  for deferred tax 
  assets                1,398         -          -             13(4)      1,385  
                      $ 1,510     $ 197       $  -        $   152        $1,555

Year ended October 
 29, 1994:
Deducted from asset 
 accounts:
 Allowance for 
  doubtful accounts   $    96     $  31       $  -        $    17(1)     $  110
 Marketable equity 
  securities valuation  
  allowance - lower 
  of cost or market       712         -          -            712(2)          -
 Reserve for 
  inventory 
  obsolescence             20         2          -             20(4)          2
 Valuation reserve for 
  deferred tax assets   1,160       238          -              -         1,398
                      $ 1,988     $ 271       $  -        $   749        $1,510
</TABLE>

  (1) Uncollectible accounts written off, net of recoveries.
  (2) Unrealized gains on marketable equity security portfolio.
  (3) Inventory to which this reserve was related was disposed.
  (4) Reduction in reserve attributable to the effect of capital 
      loss carryforwards utilized to off set gains incurred from 
      the sale of marketable securities (in 1996) and  
      unrealized capital gains on marketable equity securities on
      which a valuation reserve was previously provided.

<PAGE>
                            EXHIBIT INDEX


Assigned
Exhibit
Number              Description of Exhibit

(3)(a)     Amendment to Certificate of Incorporation of
           Latshaw Enterprises, Inc.

(3)(b)     Certificate of Incorporation of Latshaw
           Enterprises, Inc., as amended.

(3)(c)     By-laws of Latshaw Enterprises, Inc., as
           amended (incorporated by reference from Exhibit (3)(d)
           to the Form 10-Q filed by the Company with the
           Commission for the quarter ended August 3, 1991).

(4)(a)     Form of Indenture between Latshaw
           Enterprises, Inc. and Mark Twain Bank, respecting
           Debentures due November 2022 (incorporated by reference
           from Exhibit 4(a) to Post-Effective Amendment No. 1 to
           the Registration Statement on Form S-2, Registration
           No. 33-51088, filed by the Company with the Commission
           on October 8, 1992).

(4)(b)     Form of Debenture due November 2022
           (incorporated by reference from Exhibit 4(b) to Post-
           Effective Amendment No. 1 to the Registration Statement
           on Form S-2, Registration No. 33-51088, filed by the
           Company with the Commission on October 8, 1992).

(10)(a)    Fiscal 1997 Key Management Bonus System.

(10)(b)    1987 Employee Stock Benefit Plan (incorporated by
           reference from Exhibit (10)(d) to the Annual Report on
           Form 10-K filed by the Company for the fiscal
           year ended October 29, 1988).

(10)(c)    Stock Option Agreement executed pursuant to the 1987
           Employee Stock Benefit Plan (incorporated by reference
           from Exhibit (10)(e) to the Annual Report on Form
           10-K filed by the Company with the Commission for the
           fiscal year ended October 29, 1988).

<PAGE>
Assigned
Exhibit
Number                 Description of Exhibit

(11)       Computation of Net Income Per Share.

(21)       Subsidiaries of Latshaw Enterprises, Inc.

(24)       Powers of Attorney

(27)       Financial Data Schedule

(99)       Company Financial Statements