SECURITIES AND EXCHANGE COMMISSION
                      Washington D.C.  20549
                              
                           FORM  10-K/A
            ANNUAL REPORT PURSUANT TO SECTION 13 OR 15D
              OF THE SECURITIES EXCHANGE ACT OF 1934
                              
             For the fiscal year ended July 31,  1997
                              
                  Commission file number  0-12195
                       THERMWOOD CORPORATION
      (Exact name of registrant as specified in its charter)

            INDIANA                                     35-1169185
      (State of incorporation)           (IRS Employer Identification number)

      Old Buffaloville Road
      P.O. Box 436
      Dale, Indiana                                       47523
     (Address of principal executive offices)           (Zip Code)

                           (812) 937-4476
         (Registrant's telephone number including area code)
                       ______________

Securities registered pursuant to Section 12 (b) and 12 (g) of the
Act:

Shares of Common Stock without par value

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 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 at October 28, 1997  based  upon  the
closing  price of the Registrant's Common Stock as reported  on  the
American Stock Exchange was approximately $10,847,723.

The number of the Registrant's shares of Common Stock outstanding as
of October 20, 1997 was 7,077,546 shares.

Documents Incorporated by Reference :

Exhibits to Registrant's Registration Statement on Form S-1 (No.  2-
87641)  filed under  the Securities Act of 1933 and effective  April
12,  1984, its Registration Statement on Form  8-A  filed under  the
Securities Act of 1934 and Current Reports filed on Form  8-K  dated
February and April, 1987, and its Registration Statement on Form 8-A
filed  under  the Securities Act of 1934 dated November,  1989,  its
Registration  Statement  on Form SB-2 (No.  33-54756)  which  became
effective on February 22, 1993, and amended as of July 14, 1995, and
its  Forms  10-K for the years ended July 31, 1993, July  31,  1994,
July 31, 1995 and July 31, 1996.


                          PART   I
                              

Item   1.   Business

Marketing

One dealer accounted for approximately 18% of the Company's sales for
the  fiscal  year  ended  July  31,  1997.   See  Item  13.  "Certain
Relationships and Related Transactions" for information  relating  to
the  Company's agreement with Automated Associates which is owned  by
the  Company's  president and his wife who is  also  an  officer  and
director.   The 18% of the Company's sales was the result of  selling
to 27 different customers.  None of these customers accounted for 10%
or  more  of  the Company's sales in the fiscal year ended  July  31,
1997.

Two  other dealers, Index, Inc. and Process and Production Equipment,
Inc.,  accounted for approximately 12% each of the Company's business
during  the  1997  fiscal year.  Index, Inc.  sold  to  17  different
customers,  and  Process and Production Equipment, Inc.  sold  to  16
different  customers.  None of these customers accounted for  10%  or
more  of the Company's sales in the fiscal year ended July 31,  1997.
No  other  dealer accounted for 10% or more of the Company's business
for  the  fiscal  year.  The loss of any large dealer  could  have  a
materially  adverse  effect on the Company's  business.   Thermwood's
business is not seasonal.



                            THERMWOOD CORPORATION
                CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                   Years ended July 31, 1997, 1996 and 1995
<TABLE>
                   PREFERRED STOCK          COMMON STOCK 
             ---------------------- ---------------------- Subscrip-       
                                                            tions  Accumu-
                                                           Recei-   lated
             Shares     Amount      Shares     Amount       vable  Deficit)
             ----------- ---------- ---------- ----------- ------ -------------
<S>          <C>        <C>        <C>        <C>             <C>  <C>         
Balances at
July 31, 1994 1,000,000 $3,437,120  5,149,546  $8,988,897      $0  $(10,970,419)
                                                                               
Preferred
dividends paid        0          0          0           0       0      (367,910)
             ---------- ---------- ---------- ----------- ------- --------------
Net earnings                                                          2,349,794
                                                                               
Balances at
July 31, 1995 1,000,000 3,437,120  5,149,546   8,988,897       0     (8,988,535)
                                                                             
Preferred
dividends paid        0         0          0           0       0       (330,055)
                                                                              
Redemption of                                                        
preferred
stock          (100,000) (340,000)         0           0       0              
                                                                              
Conversion of 12%
debentures, net
of related bond                                                              
issuance costs
and unamortized
discount             0          0 1,307,000   1,115,507        0          
                                                                              
Exercise of qualified
stock options         0          0    52,000      56,000  (28,125)           
                                                                              
Exercise of other
stock options         0          0    30,000      30,000        0
                                                                              
Net earnings          0          0         0           0        0     2,334,428
                ------- ---------- --------- ----------- -------- -------------
Balances at
July 31, 1996   900,000 $3,097,120 6,538,546  10,190,404  (28,125)   (6,984,162)
                                                                              
Subscriptions
received                                                    3,375             
                                                                              
Preferred
dividends paid        0          0         0           0        0      (285,204)
                                                                              
Redemption of                                                        
preferred
stock          (162,000)  (550,800)        0           0         0           0
                                                                              
Conversion of 12%                                             
debentures, net of
related bond                                                              
issuance costs and
unamortized discount  0          0   462,000     408,881         0          
                                                                              
Net earnings          0          0         0           0         0    1,235,824
                ------- ---------- --------- ----------- --------- ------------
Balances at
July 31, 1997   738,000 $2,546,320 7,000,546 $10,599,285  $(24,750) $(6,033,542)
                ======= ========== ========= =========== ========== ============
</TABLE>
See accompanying notes to consolidated financial statements.
NOTE A -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES :

General :

The  consolidated  financial  statements  include  the  accounts  of
Thermwood  Corporation  and its wholly-owned  subsidiary,  Thermwood
Europe Limited, a United Kingdom company.  The term "Company" refers
to  the  consolidated  operations of Thermwood Corporation  and  its
subsidiary.

The  Company  operates  within  a  single  business  segment  called
industrial  automation equipment, and manufactures  high  technology
machining systems.  The Company sells its products primarily through
the  assistance of dealer networks established throughout the United
States and Europe.  Three dealers accounted for approximately 42% of
the  Company's business.  These dealers assisted in selling machines
to  a  total  of  60 different customers.  None of  these  customers
accounted  for  more than 10% of the Company's sales in  the  fiscal
year  ended July 31, 1997.  The loss of any large customer or dealer
could have a materially adverse effect on the Company's business.

Use of Estimates and Assumptions:

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and  assumptions  that  affect the reported amounts  of  assets  and
liabilities,  the  disclosure of contingent assets and  liabilities,
and  the  reported amounts of revenues and expenses.  Actual results
could differ from those estimates.

Even though the balance in accounts receivable has more than doubled
for  the fiscal year ended July 31, 1997, the allowance for doubtful
accounts was unchanged.  Historically, the Company has never had bad
debt  write-offs  of  more  than .1% of  annual  sales.   Individual
customer balances in accounts receivable are generally a maximum  of
30%  of the sales price of a machine.  At least 70% of the amount  a
customer would owe is collected before the equipment is shipped.  If
a  customer has a broken machine and is not paying for their machine
or  parts,  service is discontinued until payment is  made.   It  is
management's opinion that this policy and collection methods,  along
with careful credit approval for new customers, is strong enough  to
not warrant increasing the allowance account.

Revenues and Warranties:

The manufacturing process may extend over several months and advance
cash  deposits  are  normally required from  customers.   Sales  are
recorded  when machines are shipped.  Revenues of technical services
are  recognized when the service is performed.  Estimated  costs  of
product warranties are charged to cost of sales at the time of sale.
Two customers in fiscal years ended July 31, 1995 and 1996 requested
that  their  machines  be  held at Thermwood's  plant  so  that  the
customers could send their people for training on the machines  they
purchased  rather  than  Thermwood's training  machines.   In  these
cases,  the customers signed documents accepting the machines,  thus
passing  title to the customers.  The machines were not  counted  in
Thermwood's  ending  inventories,  the  entire  revenues  for  these
machines  were  included in sales figures,  and  the  machines  were
shipped  after the customers' training.  There were no  transactions
of this nature during fiscal year 1997.

NOTE B -- INVENTORIES:

Inventories at July 31 consist of:
<TABLE>
                                     1997             1996
                                   ---------       ----------                                          
            <S>                <C>                <C>
            Finished goods      $    644,477       $  508,910     
            Work-in-process        1,171,484          903,447
            Raw materials          2,802,040        1,916,980
                                ------------       ----------                             
                                $  4,618,001       $3,329,337
                                ============       ==========
</TABLE>