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

[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
    Exchange Act of 1934
    For the Quarter Ended  September 30, 1996
                          ---------------------

[ ] 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  0-19390
                           --------
                                      
                                TREADCO, INC.
-----------------------------------------------------------------------------
           (Exact name of registrant as specified in its charter)

        Delaware                7534 and 5531              71-0706271
------------------------- -------------------------  ----------------------
     (State or other          (Primary Standard         (I.R.S. Employer
     jurisdiction of      Industrial Classification    Identification No.)
    incorporation or              Code No.)                     
      organization)

                           1101 South 21st Street
                            Fort Smith, Arkansas
                                    72901
                               (501) 788-6400
-----------------------------------------------------------------------------
 (Address, including zip code, and telephone number, including area code, of
                the registrant's principal executive offices)
                                      
                               Not Applicable
-----------------------------------------------------------------------------
            (Former name, former address and former fiscal year,
                       if changed since last report.)

Indicate by check mark whether the registrants (1) have 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
registrants were required to file such reports), and (2) have been subject to
such filing requirements 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.

                Class                    Outstanding at November 1, 1996
  ---------------------------------     --------------------------------
    Common Stock, $.01 par value                5,072,255 shares


<PAGE>
                                TREADCO, INC.
                                      
                                    INDEX

                                                                      Page
                                                                      ----
PART I.  FINANCIAL INFORMATION

  Item 1.   Financial Statements

               Consolidated Balance Sheets --
               September 30, 1996 and December 31, 1995                 3

               Consolidated Statements of Operations --
               For the Three and Nine Months Ended
               September 30, 1996 and 1995                              5

               Consolidated Statements of Cash Flows --
               For the Nine Months Ended September 30, 1996 and 1995    7

               Notes to Consolidated Financial Statements --
                September 30, 1996                                      8

  Item 2.   Management's Discussion and Analysis of Financial
             Condition and Results of Operations                       11

PART II.  OTHER INFORMATION

  Item 1.   Legal Proceedings                                          16

  Item 2.   Changes in Securities                                      16

  Item 3.   Defaults Upon Senior Securities                            16

  Item 4.   Submission of Matters to a Vote of Security Holders        16

  Item 5.   Other Information                                          16

  Item 6.   Exhibits and Reports on Form 8-K                           16

SIGNATURES                                                             17


















<PAGE>
                                   PART I.
                            FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.
<TABLE>
TREADCO, INC.
CONSOLIDATED BALANCE SHEETS
<CAPTION>
                                               September 30    December 31
                                                  1996            1995
                                               (Unaudited)        (Note)

<S>                                           <C>              <C>
ASSETS

CURRENT ASSETS
  Cash and cash equivalents                   $          -     $  1,619,901
  Accounts receivable:
     Trade receivables, less allowances for
      doubtful accounts (1996 -- $1,330,951;
      1995 -- $1,000,000 )                      21,224,915       18,132,847
     Other                                       7,354,756        6,830,994
  Due from affiliates                              165,039          247,550
  Inventories - Note D                          29,077,432       32,986,490
  Prepaid expenses                                 163,574          217,393
  Federal and state income taxes                   621,457                -
  Deferred income taxes                          1,579,896        1,579,896
                                               -----------      -----------
     Total Current Assets                       60,187,069       61,615,071

PROPERTY, PLANT AND EQUIPMENT
  Land                                           4,065,127        2,706,417
  Structures                                    12,941,137        9,829,124
  Retreading and other equipment                26,884,715       16,411,345
                                               -----------      -----------
                                                43,890,979       28,946,886
  Less allowances for depreciation             (12,122,056)     (12,607,866)
                                               -----------      -----------
                                                31,768,923       16,339,020

OTHER ASSETS
  Goodwill, less amortization
   (1996 -- $3,331,317;
   1995 -- $2,984,826)                          13,271,640       13,618,131
  Noncompete agreements, less
   amortization (1996 -- $805,521;
   1995 -- $609,583)                               500,729          696,667
  Deferred income taxes                            199,791                -
Assets held for sale                             1,067,446                -
  Other                                          1,298,092          765,787
                                               -----------      -----------
                                                16,337,698       15,080,585
                                               -----------      -----------

                                              $108,293,690     $ 93,034,676
                                               ===========      ===========



<PAGE>
<CAPTION>
TREADCO, INC.
CONSOLIDATED BALANCE SHEETS

                                               September 30    December 31
                                                   1996            1995
                                               (Unaudited)        (Note)
                                              

<S>                                           <C>              <C>        
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Bank overdraft                              $    607,011     $          -
  Trade accounts payable                        18,070,827        8,363,965
  Due to affiliate                                 662,537          477,469
  Accrued salaries, wages and
   other expenses                                7,046,516        6,779,354
  Federal and state income taxes                         -          253,678
  Current portion of long-term debt              2,284,113          862,623
                                               -----------      -----------
     TOTAL CURRENT LIABILITIES                  28,671,004       16,737,089


LONG-TERM DEBT, less current portion            15,977,964       10,000,000


OTHER LIABILITIES                                   68,585           54,366


DEFERRED INCOME TAXES                                    -          225,245


STOCKHOLDERS' EQUITY
  Preferred stock, par value $.01 per
    share -- authorized 2,000,000 shares;
     none issued                                         -                -
  Common stock, par value $.01 per share --
    authorized 18,000,000 shares; issued and
    outstanding 5,072,255 shares                    50,723           50,723
  Additional paid-in capital                    45,623,346       45,623,346
  Retained earnings                             17,902,068       20,343,907
                                               -----------      -----------
     TOTAL STOCKHOLDERS' EQUITY                 63,576,137       66,017,976

COMMITMENTS AND CONTINGENCIES -- Note E
                                               -----------      -----------
                                              $108,293,690     $ 93,034,676
                                               ===========      ===========
<FN>
<F1>
Note: The balance sheet at December 31, 1995 has been derived from the
audited financial statements at that date but does not include all of the
information and footnotes required by generally accepted accounting
principles for complete financial statements.
<F2>
See notes to consolidated financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
TREADCO, INC.
CONSOLIDATED STATEMENTS OF INCOME
<CAPTION>
                             Three Months Ended        Nine Months Ended
                                September 30              September 30
                             1996         1995          1996        1995
                                             (unaudited)

<S>                     <C>          <C>          <C>           <C>
SALES
  Non-affiliates        $39,487,583  $ 40,120,071 $106,605,819  $110,834,137
  Affiliates                633,629       576,979    1,763,526     1,770,864
                        -----------   -----------  -----------   -----------
                         40,121,212    40,697,050  108,369,345   112,605,001

COSTS AND EXPENSES
 Materials and cost
  of new tires           28,814,207    28,884,499   78,717,067    78,962,452
 Salaries and wages       6,231,248     5,456,542   17,031,374    15,137,987
 Depreciation and
  amortization            1,214,313       848,322    3,076,961     2,376,606
Administrative and
  general                 4,391,151     3,775,134   12,820,540    10,767,217
 Amortization of
  goodwill                  115,498       115,498      346,492       346,492
                        -----------   -----------  -----------   -----------
                         40,766,417    39,079,995  111,992,434   107,590,754
                        -----------   -----------  -----------   -----------
OPERATING INCOME
 (LOSS)                    (645,205)     1,617,055  (3,623,089)    5,014,247

OTHER INCOME
 Interest income              4,379         7,527       23,490        25,778
 Gain on asset sales      1,069,429        13,153    1,206,416       164,306
 Other                       32,091        23,452       94,246        96,527
                        -----------   -----------  -----------   -----------
                          1,105,899        44,132    1,324,152       286,611
OTHER EXPENSES
 Interest                   294,753       182,971      613,206       343,474
 Amortization of
  deferred financing
  cost and non-
  compete agreements         65,312        65,312      195,937       195,937
                        -----------   -----------  -----------   -----------
                            360,065       248,283      809,143       539,411
                        -----------   -----------  -----------   -----------
INCOME (LOSS) BEFORE
 INCOME TAXES               100,629     1,412,904   (3,108,080)    4,761,447










<PAGE>
<CAPTION>
                             Three Months Ended        Nine Months Ended
                                September 30              September 30
                             1996         1995          1996        1995
                                             (unaudited)

<S>                      <C>          <C>          <C>           <C>
FEDERAL AND STATE
 INCOME TAXES
 (CREDIT) -- Note C
 Current                     205,352       665,602     (757,086)   2,178,002
 Deferred                   (254,717)      (80,730)    (425,036)    (223,624)
                         -----------   -----------  -----------  -----------
                             (49,365)      584,872   (1,182,122)   1,954,378
                         -----------   -----------  -----------  -----------

NET INCOME (LOSS)        $   149,994  $    828,032 $ (1,925,958) $ 2,807,069
                         ===========   ===========  ===========  ===========

NET INCOME (LOSS)
 PER SHARE               $      0.03  $       0.16 $      (0.38) $      0.55
                         ===========   ===========  ===========  ===========

AVERAGE SHARES
 OUTSTANDING               5,079,707     5,073,061    5,072,255    5,076,486
                         ===========   ===========  ===========  ===========

CASH DIVIDENDS PAID
 PER COMMON SHARE        $      0.04  $       0.04 $       0.12  $      0.12
                         ===========   ===========  ===========  ===========
<FN>
See notes to consolidated financial statements.
</FN>
</TABLE>

























<PAGE>
<TABLE>
TREADCO, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
<CAPTION>
                                                    Nine Months Ended
                                                       September 30
                                                   1996            1995
                                                       (Unaudited)
<S>                                           <C>              <C>
OPERATING ACTIVITIES
  Net income (loss)                           $ (1,925,958)    $  2,807,069
  Adjustments to reconcile net income
   to net cash provided (used) by
   operating activities:
     Depreciation and amortization               3,076,961        2,376,606
     Amortization of goodwill                      346,492          346,492
     Amortization of deferred financing
      costs and noncompete agreements              195,937          195,937
     Provision for losses on accounts
      receivable                                 1,048,041          955,706
     Credit for deferred income taxes             (425,036)        (223,624)
     Gain on asset sales                        (1,206,416)        (164,306)
     Changes in operating assets and
      liabilities:
       Receivables                              (4,663,871)      (2,564,084)
       Inventories and prepaid expenses          3,962,877       (2,094,776)
       Other assets                             (1,599,750)        (135,716)
       Trade accounts payable, accrued
        expenses and taxes payable               9,098,889       (2,757,538)
       Due to/from affiliates                      267,579          323,322
       Other liabilities                            14,219           14,070
                                               -----------      -----------
NET CASH PROVIDED (USED) BY
 OPERATING ACTIVITIES                            8,189,964         (920,842)
INVESTING ACTIVITIES
  Purchases of property, plant and equipment    (8,600,901)      (4,059,325)
  Proceeds from asset sales                      2,179,042          219,873
                                               -----------      -----------
NET CASH USED BY INVESTING ACTIVITIES           (6,421,859)      (3,839,452)
FINANCING ACTIVITIES:
  Borrowings under revolving credit facility    19,410,000       12,975,000
  Payments under revolving credit facility     (22,610,000)      (7,975,000)
  Payments of other long-term debt                (279,136)               -
  Dividends paid                                  (515,881)        (608,670)
  Net increase in cash overdrafts                  607,011                -
                                               -----------      -----------
NET CASH PROVIDED (USED) BY
 FINANCING ACTIVITIES                           (3,388,006)       4,391,330
                                               -----------      -----------
NET DECREASE IN CASH AND CASH EQUIVALENTS       (1,619,901)        (368,964)
  Cash and cash equivalents at
   beginning of period                           1,619,901          751,756
                                               -----------      -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD    $          -     $    382,792
                                               ===========      ===========
<FN>
See notes to consolidated financial statements.
</FN>
</TABLE>
<PAGE>
TREADCO, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1996

NOTE A -- ORGANIZATION

  Treadco, Inc. (the "Company") was organized in June 1991 as the successor
to the truck tire retreading and new truck tire sales business previously
conducted and developed by a wholly owned subsidiary of Arkansas Best
Corporation ("ABC"). In September 1991 the Company completed an initial
public offering. At September 30, 1996, ABC owned approximately 46% of the
Company's outstanding shares.

NOTE B -- FINANCIAL STATEMENT PRESENTATION

  The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim
financial statements and with the instructions to Form 10-Q and Article 10 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 of normal recurring accruals) considered necessary for a fair
presentation have been included.  Operating results for the three and nine
months ended September 30, 1996, are not necessarily indicative of the
results that may be expected for the year ending December 31, 1996.  For
further information, refer to the Company's financial statements and
footnotes thereto included in the Company's Annual Report on Form 10-K for
the year ended December 31, 1995.































<PAGE>
NOTE C -- FEDERAL AND STATE INCOME TAXES
<TABLE>
  The following amounts and percentages, which relate to pre-tax income,
reflect the items included in income tax expense:
<CAPTION>
                            Three Months Ended       Nine Months Ended
                               September 30             September 30
                             1996       1995         1996          1995
                                         ($ thousands)
<S>                         <C>       <C>       <C>            <C>
Income tax (credit) at
  regular rates             $34,214   $480,387  $ (1,056,747)  $1,618,892
Percent                        34.0%      34.0%        (34.0)%       34.0%

State taxes less
  federal benefits           21,422     69,436       (78,980)     227,210
Percent                        21.3%       4.9%         (2.5)%        4.8%

Amortization of goodwill     35,200     35,201       105,601      105,602
Percent                        35.0%       2.5%          3.3%         2.1%

Favorable resolution
  of IRS exam              (131,986)          -     (131,986)           -
Percent                      (131.2)%         -         (4.2)%          -

Other items                  (8,215)      (152)      (20,010)       2,674
Percent                        (8.2)%      0.0%         (0.6)%        0.1%
                            --------- ---------    -----------   ---------


Income tax expense          (49,365)   584,872    (1,182,122)   1,954,378
Percent                       (49.1)%     41.4%        (38.0)%       41.0%
                            ========= =========   ============   =========
</TABLE>
NOTE D -- INVENTORIES
<TABLE>
<CAPTION>
                                         September 30      December 31
                                             1996              1995

<S>                                      <C>              <C>
New tires and finished retreaded tires   $ 23,121,689     $ 25,579,427
Materials and supplies                      5,955,743        7,407,063
                                          -----------      -----------

                                         $ 29,077,432     $ 32,986,490
                                          ===========      ===========
</TABLE>

NOTE E -- LITIGATION

  Other than as discussed below, the Company is not a party to any pending
legal proceedings which management believes to be material to the financial
condition of the Company.





<PAGE>
  On October 30, 1995, the Company filed a lawsuit in Arkansas State Court
alleging that Bandag and certain of its officers and employees have violated
Arkansas statutory and common law in attempting to solicit the Company's
employees to work for Bandag or its competing franchisees and attempting to
divert customers from the Company. At the Company's request, the Court
entered a Temporary Restraining Order barring Bandag, the Company's former
officers J. J. Seiter, Ronald W. Toothaker, and Ronald W. Hawks and Bandag
officers Martin G. Carver and William Sweatman from soliciting or hiring the
Company's employees to work for Bandag or any of its franchisees, from
diverting or soliciting the Company's customers to buy from Bandag
franchisees other than Treadco, and from disclosing or using any of the
Company's confidential information.

  On November 8, 1995, Bandag and the other named defendants asked the State
Court to stop its proceedings pending a decision by the United States
District Court, Western District of Arkansas, on a Complaint to Compel
Arbitration filed by Bandag in the Federal District Court on November 8,
1995.

  The Federal District Court has ruled that under the terms of Treadco's
franchise agreements with Bandag, all of the issues involved in Treadco's
lawsuit against Bandag are to be decided by arbitration.  Treadco and Bandag
are conducting discovery in preparation for the arbitration hearing. A date
for the arbitration hearing has not yet been set.

NOTE F -- LONG-TERM DEBT

  The Company has a revolving credit agreement with Societe Generale (the
"Credit Agreement") providing for borrowings of up to the lesser of $20
million or the applicable borrowing base. The Credit Agreement expires in
September 1998 unless renewed or extended. Borrowings under the Credit
Agreement bear interest, at the Company's option, at 3/4% above the bank's
LIBOR rate, or at the higher of the bank's prime rate or the "federal funds
rate" plus 1/2%. At September 30, 1996 the average interest rate on the
Credit Agreement was 6.4%. The Company pays a commitment fee of 3/8% on the
unused amount under the Credit Agreement. There was $6.8 million borrowed
under the Credit Agreement as of September 30, 1996.

  During 1996, the Company entered into notes payable and capital leases
agreements for equipment purchases totaling $10.9 million, which have 3 to 11
year maturities and interest rates ranging from 5% to 7.5%.


















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

Results of Operations

In August 1995, Bandag, Incorporated ("Bandag") informed the Company that it
would not renew the Company's eight franchise agreements which expired in the
summer of 1996.  The Company subsequently entered into an agreement with
Oliver Rubber Company ("Oliver") to be a supplier of equipment and related
materials for the eight franchised locations and any other Company facility
which ceased being a Bandag franchised location.  Bandag subsequently advised
the Company that unless the Company used the Bandag retread process
exclusively, Bandag would not renew any of the Company's franchise agreements
when they expire.

As of September 30, 1996, the Company has converted all of its production
facilities that were operated as Bandag retread franchises to Oliver licensed
facilities.  Also, Treadco sells Oliver retreads at an additional 24 sales
locations served by the production facilities.

The conversion has resulted in up to two lost production days during each
change, some short-term operational inefficiencies and time lost as
production employees have familiarized themselves with the new equipment.
Also, management has been required to spend time with the conversion at the
expense of the normal daily operations.

In July, the company expanded its operations in the Los Angeles, CA market
with the purchase of Five Bros., Incorporated's assets in Walnut and Ontario,
CA. The Company purchased these assets for $1.1 million. The Walnut location
gives the company its first tire production facility in the Los Angeles area.

The following table sets forth for the periods indicated a summary of the
Company's operating costs and expenses as a percentage of sales.
<TABLE>
<CAPTION>
                                       Three Months Ended  Nine Months Ended
                                          September 30        September 30
                                        1996      1995      1996      1995

<S>                                    <C>       <C>       <C>       <C>
COSTS AND EXPENSES
  Materials and cost of new tires       71.9%     70.9%     72.7%     70.1%
  Salaries and wages                    15.5      13.4      15.7      13.4
  Depreciation and amortization          3.0       2.1       2.8       2.1
  Administrative and general            10.9       9.3      11.8       9.6
  Amortization of goodwill               0.3       0.3       0.3       0.3
                                       -----      ----     -----      ----
                                       101.6%     96.0%    103.3%     95.5%
                                       =====      ====     =====      ====
</TABLE>

The Company is affected by seasonal fluctuations, which influence the demand
for retreads and new tires. The Company generally experiences reduced demand
for retreads and new tires in the first quarter due to more difficult driving
and tire maintenance conditions resulting from inclement weather. The Company
is also subject to cyclical national and regional economic conditions.



<PAGE>
Three Months Ended September 30, 1996 as Compared to Three Months
Ended September 30, 1995

Sales (including sales to affiliates) for the three months ended September
30, 1996 decreased 1.4% to $40.1 million from $40.7 million for the three
months ended September 30, 1995. Sales from retreading for the three months
ended September 30, 1996 were $19.2 million, a 10.8% decrease from $21.5
million during the three months ended September 30, 1995. Sales of new tires
for the three months ended September 30, 1996 were $20.9 million, a 9.2%
increase from $19.2 million during the three months ended September 30, 1995.
During the three months ended September 30, 1996, the Company sold
approximately 150,000 retreaded truck tires, a decrease of 12.4% from the
three months ended September 30, 1995 and new tires sold increased 7.3% to
116,000 tires.

The Company faces new competition at many of its locations, which has placed
added pricing pressure in the marketplace. As anticipated, Bandag, Inc.
continues to target the Company's accounts which has caused difficulty in
retaining the national account business and in some cases the business
retained is at lower margins.

Retread sales for the three months ended September 30, 1995 included $218,000
of casing sales from the operations of the Company's subsidiary. The Company
has since discontinued its retail casing business because the operations were
not profitable.

For the three months ended September 30, 1996, "same store" sales decreased
7.8% which was offset in part by a 6.4% increase from "new store" sales.
"Same store" sales include both production locations and sales locations that
have been in existence for the entire periods presented. "New store" sales
resulted from one new production facility and four new sales locations.

Operating costs and expenses were $40.8 million for the three months ended
September 30, 1996 compared to $39.1 million during the three months ended
September 30, 1995. The decrease in sales and increase in operating costs and
expenses resulted in operating loss of $645,000 compared to operating income
of $1.6 million during the three months ended September 30, 1995. The Company
had a net income of $150,000, or $.03 net income per share, compared to net
income of $828,000 or $.16 per share during the three months of September 30,
1995. During the three months ended September 30, 1996, the Company incurred
a $1.1 million gain on the sale of assets related to the conversion from
Bandag to Oliver. Average shares outstanding were 5.1 million for each of the
three months ended September 30, 1996 and 1995.

Operating costs and expenses as a percent of sales were 101.6% for the three
months ended September 30, 1996 compared to 96.0% for the three months ended
September 30, 1995. Materials and cost of new tires as a percent of sales
increased to 71.9% for the three months ended September 30, 1996 from 70.9%
during the three months ended September 30, 1995, resulting primarily from
expenses incurred during the conversion process and because increased pricing
pressures have reduced margins. Salaries and wages as a percent of sales
increased to 15.5 % for the three months ended September 30, 1996 from 13.4%
during the three months ended September 30, 1995 resulting from increased
costs associated with the conversion from Bandag, a smaller revenue base and
from labor costs at new locations which have not reached adequate
productivity levels. Administrative and general expenses as a percent of
sales increased to 10.9% for the three months ended September 30, 1996 from


<PAGE>
9.3% for the three months ended September 30, 1995. The increase resulted
from several factors including costs associated with the conversion from
Bandag, higher insurance costs, expenses associated with employee medical
benefits and increased service expenses.

Interest expense for the three months ended September 30, 1996 was $295,000
compared to $183,000 for the three months ended September 30, 1995. The
increase resulted primarily from the increase in debt outstanding relating to
equipment purchases.

The difference between the effective tax rate for the three months ended
September 30, 1996 and the federal statutory rate resulted primarily from
state income taxes, amortization of goodwill and other nondeductible expenses
(see Note C to the unaudited consolidated financial statements).

Nine Months Ended September 30, 1996 as Compared to Nine Months
Ended September 30, 1995

Sales (including sales to affiliates) for the nine months ended September 30,
1996 decreased 3.8% to $108.4 million from $112.6 million for the nine months
ended September 30, 1995. Sales from retreading for the nine months ended
September 30, 1996 were $54.7 million, a 9.3% decrease from $60.3 million
during the nine months ended September 30, 1995. Sales of new tires for the
nine months ended September 30, 1996 were $53.7 million, a 2.7% increase from
$52.3 million during the nine months ended September 30, 1995. During the
nine months ended September 30, 1996, the Company sold approximately 432,000
retreaded truck tires, a decrease of 9.5% from the nine months ended
September 30, 1995 and new tires sold increased 0.7% to 296,000 tires.

The Company faces new competition at many of its locations, which has placed
added pricing pressure in the marketplace. As anticipated, Bandag, Inc.
continues to target the Company's accounts which has caused difficulty in
retaining the national account business and in some cases the business
retained is at lower margins.

Retread sales for the nine months ended September 30, 1995 included $2.2
million of casing sales from the operations of the Company's subsidiary. The
Company has since discontinued its retail casing business because the
operations were not profitable.

For the nine months ended September 30, 1996, "same store" sales decreased
8.8% which was offset in part by a 5.0% increase from "new store" sales.
"Same store" sales include both production locations and sales locations that
have been in existence for the entire periods presented. "New store" sales
resulted from three new production facilities and four new sales locations.

Operating costs and expenses were $112 million for the nine months ended
September 30, 1996 compared to $107.6 million during the nine months ended
September 30, 1995. The decrease in sales and increase in operating costs and
expenses resulted in an operating loss of $3.6 million compared to operating
income of $5.0 million during the nine months ended September 30, 1995. The
Company had a net loss of $1.9 million, or $.38 loss per share, compared to
net income of $2.8 million, or $.55 per share during the nine months of
September 30, 1995. Average shares outstanding were 5.1 million for each of
the nine months ended September 30, 1996 and 1995.

Operating costs and expenses as a percent of sales were 103.3% for the nine
months ended September 30, 1996 compared to 95.5% for the nine months ended

<PAGE>
September 30, 1995. Materials and cost of new tires as a percent of sales
increased to 72.7% for the nine months ended September 30, 1996 from 70.1%
during the nine months ended September 30, 1995, resulting primarily from
expenses incurred during the conversion process and because increased pricing
pressures have reduced margins. Salaries and wages as a percent of sales
increased to 15.7 % for the nine months ended September 30, 1996 from 13.4%
during the nine months ended September 30, 1995 resulting from increased
costs associated with the conversion from Bandag, a smaller revenue base and
from labor costs at new locations which have not reached adequate
productivity levels. Administrative and general expenses as a percent of
sales increased to 11.8% for the nine months ended September 30, 1996 from
9.6% for the nine months ended September 30, 1995. The increase resulted from
several factors including costs associated with the conversion from Bandag,
higher insurance costs, expenses associated with employee medical benefits,
increased legal fees relating to the Bandag lawsuit and increased service
expenses.

Interest expense for the nine months ended September 30, 1996 was $613,000
compared to $343,000 for the nine months ended September 30, 1995. The
increase resulted primarily from the increase in debt outstanding relating to
equipment purchases and working capital needs.

The difference between the effective tax rate for the nine months ended
September 30, 1996 and the federal statutory rate resulted primarily from
state income taxes, amortization of goodwill and other nondeductible expenses
(see Note C to the unaudited consolidated financial statements).


Liquidity and Capital Resources

The ratio of current assets to current liabilities was 2.10:1 at September
30, 1996, compared to 3.68:1 at December 31, 1995. Net cash provided by
operating activities was $8.2 million for the nine months ended September 30,
1996, compared to net cash used of $921,000 for the nine months ended
September 30, 1995. The increase is due primarily to the changes in
inventories and accounts payable offset in part by the Company's net loss.

The Company is a party to a revolving credit facility with Societe Generale
(the "Credit Agreement") providing for borrowings of up to the lesser of $20
million or the applicable borrowing base. The Company's borrowing base under
the Credit Agreement is equal to 80% of its eligible accounts receivable and
50% of its inventory consisting of tire casings, new tires and finished
retreads. At September 30, 1996, the borrowing base was $29.3 million. The
Credit Agreement expires in September 1998, unless renewed or extended.
Borrowings under the Credit Agreement bear interest, at the Company's option,
at 3/4% above the bank's LIBOR rate, or at the higher of the bank's prime
rate or the "federal funds rate" plus 1/2%. At September 30, 1996, the
average interest rate on the Credit Agreement was 6.4%. The Company pays a
commitment fee of 3/8% on the unused amount under the Credit Agreement. There
was $6.8 million borrowed under the Credit Agreement as of September 30,
1996.

The Credit Agreement contains various covenants which limit, among other
things, dividends, disposition of receivables, indebtedness and investments,
as well as requiring the Company to meet certain financial tests which have
been met.



<PAGE>
Forward Looking Statements

The foregoing management discussion contains forward-looking statements that
are based on current expectations and are subject to a number of risks and
uncertainties.  Actual results could differ materially from current
expectations due to a number of factors, including general economic
conditions; competitive initiatives and pricing pressures; availability and
cost of capital; shifts in market demand; weather conditions; government
regulations; the performance and needs of industries served by Treadco;
actual future costs of operating expenses such as the price of oil; self-
insurance claims and employee wages and benefits; and the timing and amount
of capital expenditures.















































<PAGE>
                                  PART II.
                              OTHER INFORMATION

ITEM 1.                  LEGAL PROCEEDINGS

  From time to time, the Company is named as a defendant in legal actions,
the majority of which arise out of the normal course of its business. Other
than as discussed below, the Company is not a party to any pending legal
proceeding which the Company's management believes to be material to the
financial condition of the Company. The Company generally maintains liability
insurance against risks arising out of the normal course of its business.

  On October 30, 1995, the Company filed a lawsuit in Arkansas State Court
alleging that Bandag and certain of its officers and employees have violated
Arkansas statutory and common law in attempting to solicit the Company's
employees to work for Bandag or its competing franchisees and attempting to
divert customers from Treadco. At the Company's request, the Court entered a
Temporary Restraining Order barring Bandag, Treadco's former officers J. J.
Seiter, Ronald W. Toothaker, and Ronald W. Hawks and Bandag officers Martin
G. Carver and William Sweatman from soliciting or hiring Treadco's employees
to work for Bandag or any of its franchises, from diverting or soliciting
Treadco's customers to buy from Bandag franchises other than Treadco, and
from disclosing or using any of Treadco's confidential information.

  On November 8, 1995, Bandag and the other named defendants asked the State
Court to stop its proceedings pending a decision by the United States
District Court, Western District of Arkansas, on a Complaint to Compel
Arbitration filed by Bandag in the Federal District Court on November 8,
1995.

  The Federal District Court has ruled that under the terms of Treadco's
franchise agreements with Bandag, all of the issues involved in Treadco's
lawsuit against Bandag are to be decided by arbitration.  Treadco and Bandag
are conducting discovery in preparation for the arbitration hearing. A date
for the arbitration hearing has not yet been set.


ITEM 2.  CHANGES IN SECURITIES.
  None

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.
  None

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
  None

ITEM 5.  OTHER INFORMATION.
  None

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.
  None








<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 hereunto duly authorized.

                                          TREADCO, INC.
                                           (Registrant)
                                                 
Date:  November 13, 1996         /s/Donald L. Neal
                                 -----------------------------
                                 Donald L. Neal
                                 Senior Vice President - Chief
                                 Financial Officer
                                 and Principal Accounting
                                 Officer
                                      










































<PAGE>