<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  March 31, 1997
                          -----------------

[ ] 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 April 15, 1997
  ---------------------------------     --------------------------------
    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 --
               March 31, 1997 and December 31, 1996                     3

               Consolidated Statements of Operations --
               For the Three Months Ended March 31, 1997 and 1996       5

               Consolidated Statements of Cash Flows --
               For the Three Months Ended March 31, 1997 and 1996       6

               Notes to Consolidated Financial Statements --
                March 31, 1997                                          7

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

PART II.  OTHER INFORMATION

  Item 1.   Legal Proceedings                                          15

  Item 2.   Changes in Securities                                      15

  Item 3.   Defaults Upon Senior Securities                            15

  Item 4.   Submission of Matters to a Vote of Security Holders        15

  Item 5.   Other Information                                          15

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

SIGNATURES                                                             17

EXHIBIT INDEX                                                          18

















<PAGE>
                                   PART I.
                            FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.
<TABLE>
TREADCO, INC.
CONSOLIDATED BALANCE SHEETS
<CAPTION>
                                                 March 31      December 31
                                                   1997            1996
                                               (Unaudited)        (Note)
<S>                                          <C>              <C>    
ASSETS

CURRENT ASSETS
  Cash and cash equivalents                  $     150,452    $      15,804
  Accounts receivable:
     Trade receivables, less allowances
      for doubtful accounts (1997 --
      $1,358,839; 1996 -- $1,161,266 )          18,760,006       18,310,397
     Other                                       2,712,465        6,011,067
  Due from affiliates                              149,084          154,120
  Inventories - Note D                          29,550,771       30,043,877
  Prepaid expenses                                 127,724          155,483
  Federal and state income taxes                 2,796,518        1,625,935
  Deferred income taxes                          1,512,326        1,512,326
                                              ------------     ------------
     TOTAL CURRENT ASSETS                       55,759,346       57,829,009

PROPERTY, PLANT AND EQUIPMENT
  Land                                           4,065,127        4,065,127
  Structures                                    13,002,558       12,980,600
  Retreading and other equipment                29,533,060       29,711,944
                                              ------------     ------------
                                                46,600,745       46,757,671
  Less allowances for depreciation             (14,787,071)     (13,571,967)
                                              ------------     ------------
                                                31,813,674       33,185,704
OTHER ASSETS
  Goodwill, less amortization
   (1997 -- $3,562,312; 1996 -- $3,446,815)     13,040,645       13,156,142
  Noncompete agreements, less amortization
   (1997 -- $936,144; 1996 -- $870,832)            370,105          435,417
  Deferred income taxes                            148,191          200,052
  Other                                            612,689          609,469
                                              ------------     ------------
                                                14,171,630       14,401,080
                                              ------------     ------------
                                             $ 101,744,650    $ 105,415,793
                                              ============     ============









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

                                                 March 31      December 31
                                                   1997            1996
                                               (Unaudited)        (Note)

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

CURRENT LIABILITIES
  Trade accounts payable                     $  14,086,962    $  14,546,576
  Due to affiliate                                 639,731          959,174
  Accrued salaries, wages and
    other expenses                               6,490,084        6,635,173
  Current portion of long-term debt              1,722,125        1,645,085
                                              ------------     ------------
     TOTAL CURRENT LIABILITIES                  22,938,902       23,786,008




LONG-TERM DEBT, less current portion            18,873,715       19,610,482



OTHER LIABILITIES                                   76,092           71,689



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                             14,181,872       16,273,545
                                              ------------     ------------
     TOTAL STOCKHOLDERS' EQUITY                 59,855,941       61,947,614



COMMITMENTS AND CONTINGENCIES -- Note E
                                              ------------     ------------
                                             $ 101,744,650    $ 105,415,793
                                              ============     ============
<FN>
<F1>
Note: The balance sheet at December 31, 1996 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>
TREADCO, INC.
<TABLE>
CONSOLIDATED STATEMENTS OF OPERATIONS
<CAPTION>
                                                    Three Months Ended
                                                         March 31
                                                   1997            1996
                                                       (Unaudited)
<S>                                           <C>              <C>
SALES
  Non-affiliates                              $ 32,094,010     $ 31,632,333
  Affiliates                                     1,117,464          501,305
                                               -----------      -----------
                                                33,211,474       32,133,638
COSTS AND EXPENSES
  Materials and cost of new tires               23,260,210       23,565,762
  Salaries and wages                             6,209,620        5,267,861
  Depreciation and amortization                  1,353,811          860,336
  Administrative and general                     4,922,887        3,980,643
  Amortization of goodwill                         115,497          115,497
                                               -----------      -----------
                                                35,862,025       33,790,099
                                               -----------      -----------
OPERATING LOSS                                  (2,650,551)      (1,656,461)

OTHER INCOME
  Interest income                                    2,357           15,129
  Gain on asset sales                                3,548            4,483
  Other                                             34,363           24,806
                                               -----------      -----------
                                                    40,268           44,418
OTHER EXPENSES
  Interest                                         309,630          160,469
  Amortization of noncompete agreements             65,312           65,312
                                               -----------      -----------
                                                   374,942          225,781
                                               -----------      -----------
LOSS BEFORE INCOME TAXES                        (2,985,225)      (1,837,824)

FEDERAL AND STATE INCOME TAXES
 (CREDIT) -- Note C
  Current                                       (1,148,303)        (657,601)
  Deferred                                          51,861            1,359
                                               -----------      -----------
                                                (1,096,442)        (656,242)
                                               -----------      -----------

NET LOSS                                      $ (1,888,783)    $ (1,181,582)
                                               ===========      ===========
NET LOSS PER SHARE                            $      (0.37)    $      (0.23)
                                               ===========      ===========
AVERAGE SHARES OUTSTANDING                       5,072,255        5,072,255
                                               ===========      ===========
CASH DIVIDENDS PAID PER COMMON SHARE          $        .04     $        .04
                                               ===========      ===========
<FN>
See notes to consolidated financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
TREADCO, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
<CAPTION>
                                                    Three Months Ended
                                                         March 31
                                                   1997            1996
                                                       (Unaudited)
<S>                                           <C>              <C>
OPERATING ACTIVITIES
  Net loss                                    $ (1,888,783)    $ (1,181,582)
  Adjustments to reconcile net 
   loss to net cash provided by
   operating activities:
     Depreciation and amortization               1,353,811          860,336
     Amortization of goodwill                      115,497          115,497
     Amortization of noncompete agreements          65,312           65,312
     Provision for losses on accounts
       receivable                                  715,144          401,669
     Provision for deferred income taxes            51,861           (1,359)
     Gain on asset sales                            (3,548)          (4,483)
     Changes in operating assets
      and liabilities:
       Receivables                               2,133,849        2,451,281
       Inventories and prepaid expenses            520,865          990,320
       Federal and state income taxes           (1,170,583)               -
       Other assets                                 (3,220)        (221,550)
       Trade accounts payable, accrued
        expenses and taxes payable                (604,702)        (923,350)
       Due to/from affiliates                     (314,407)         133,906
       Other liabilities                             4,403            4,685
                                               -----------      -----------
NET CASH PROVIDED BY OPERATING ACTIVITIES          975,499        2,690,682

INVESTING ACTIVITIES
  Purchases of property, plant
    and equipment                                 (404,987)        (810,357)
  Proceeds from asset sales                        426,754           11,260
                                               -----------      -----------
NET CASH PROVIDED (USED) BY
  INVESTING ACTIVITIES                              21,767         (799,097)


















<PAGE>
FINANCING ACTIVITIES
  Borrowings under revolving
    credit facility                             11,075,000                -
  Payments under revolving
    credit facility                            (11,375,000)      (3,000,000)
  Payments of other long-term debt                (359,728)               -
  Dividends paid                                  (202,890)        (202,890)
                                               -----------      -----------
NET CASH USED BY FINANCING ACTIVITIES             (862,618)      (3,202,890)
                                               -----------      -----------
NET INCREASE (DECREASE) IN CASH
  AND CASH EQUIVALENTS                             134,648       (1,311,305)
  Cash and cash equivalents at
    beginning of period                             15,804        1,619,901
                                               -----------      -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD    $    150,452     $    308,596
                                               ===========      ===========
<FN>
See notes to consolidated financial statements.
</FN>
</TABLE>






































<PAGE>
TREADCO, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1997

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 March 31, 1997, 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 months ended
March 31, 1997, are not necessarily indicative of the results that may be
expected for the year ending December 31, 1997. 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,
1996.

NOTE C -- FEDERAL AND STATE INCOME TAXES

  The following amounts and percentages, which relate to pre-tax income,
reflect the items included in income tax expense:
<TABLE>
<CAPTION>
                                                 Three Months Ended
                                                      March 31
                                                1997           1996

<S>                                         <C>            <C>
Income tax (credit) at regular rates        $(1,014,977)   $  (624,860)
Percent                                           (34.0)%        (34.0)%

State taxes less federal benefits              (119,791)       (68,463)
Percent                                            (4.0)%         (3.7)%

Amortization of goodwill                         35,200         35,200
Percent                                             1.2 %          1.9 %

Other items                                       3,126          1,881
Percent                                             0.1 %          0.1 %
                                             ----------     ----------
Income tax benefit                          $(1,096,442)   $  (656,242)
Percent                                           (36.7)%        (35.7)%
                                             ==========     ==========
</TABLE>



<PAGE>
NOTE D -- INVENTORIES
<TABLE>
<CAPTION>
                                           March 31        December 31
                                             1997              1996

<S>                                      <C>              <C>
New tires and finished retreaded tires   $ 23,645,344     $ 23,802,112
Materials and supplies                      5,905,427        6,241,765
                                          -----------      -----------
                                         $ 29,550,771     $ 30,043,877
                                          ===========      ===========
</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.

  On October 30, 1995, the Company filed a lawsuit in Arkansas State Court,
alleging that Bandag, Inc. ("Bandag"), the Company's former retread
franchisor, and certain of its officers and employees 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 the Company's
franchise agreements with Bandag, all of the issues involved in the Company's
lawsuit against Bandag are to be decided by arbitration. The Company and
Bandag are conducting discovery in preparation for the arbitration hearing. A
date for the arbitration hearing has been set for the latter part of 1997.















<PAGE>
NOTE F -- LONG-TERM DEBT

  The Company has a revolving credit agreement with Societe Generale,
Southwest Agency, (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. The Credit
Agreement was amended in March 1997 to revise certain financial covenants and
the Company's interest rate on LIBOR advances. Borrowings under the Credit
Agreement bear interest, at the Company's option, at 1 1/4% 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 March 31, 1997 the interest rate on the Credit Agreement
was 6.2%. The Company pays a commitment fee of 3/8% on the unused amount
under the Credit Agreement. There was $10 million borrowed under the Credit
Agreement as of March 31, 1997.

NOTE G -- RECENT ACCOUNTING PRONOUNCEMENT

  In February 1997, the Financial Accounting Standards Board issued Statement
No. 128, Earnings Per Share, which is required to be adopted on December 31,
1997. At that time, the Company will be required to change the method
currently used to compute earnings per share and to restate all prior
periods. Under the new requirements for computing primary earnings per share,
the dilutive effect of stock options will be excluded. The impact of
Statement 128 on the calculation of primary earnings per share and fully
diluted earnings per share for these quarters is not expected to be material.


































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

Significant Events

  In August 1995, Bandag, Incorporated ("Bandag"), the Company's primary
tread rubber supplier and franchiser, 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 remaining franchise agreements when they
expired.

  During 1996, the Company converted all of its production facilities that
were operated as Bandag retread franchises to Oliver licensed facilities. The
conversion was completed in phases throughout the first three quarters of
1996 with approximately one-third of its production facilities converted each
quarter.

  The conversion resulted in up to two lost production days during each
change, some short-term operational inefficiencies and time lost as
production employees familiarized themselves with the new equipment.

Results of Operations

  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.

  The following table sets forth for the periods indicated a summary of sales
by category:
<TABLE>
<CAPTION>
                                          Three Months Ended
                                               March 31
                                     1997            1996          %
<S>                              <C>              <C>            <C>
SALES
 Retread                         $ 13,684,827     $14,485,511     (5.5)%
 New tires                         16,443,687      15,026,435      9.4 %
 Service                            3,082,960       2,621,692     17.6 %
                                  -----------     -----------    -----
TOTAL                            $ 33,211,474     $32,133,638      3.4 %
                                  ===========     ===========    =====
</TABLE>








<PAGE>
  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
                                                        March 31
                                                     1997      1996
<S>                                                 <C>       <C>
COSTS AND EXPENSES
   Materials and cost of new tires                   70.1%     73.3%
   Salaries and wages                                18.7      16.4
   Depreciation and amortization                      4.1       2.7
   Administrative and general                        14.8      12.4
   Amortization of goodwill                           0.3       0.4
                                                    -----     -----
                                                    108.0%    105.2%
                                                    =====     =====
</TABLE>
Three Months Ended March 31, 1997 as Compared to Three Months
Ended March 31, 1996

  Sales (including sales to affiliates) for the three months ended March 31,
1997 increased 3.4% to $33.2 million from $32.1 million for the three months
ended March 31, 1996. During the three months ended March 31, 1997, the
Company sold approximately 138,000 retreaded truck tires, an increase of 0.7%
from the three months ended March 31, 1996 and new tires sold increased 13.6%
to 92,000 tires. The average sales price for both retreads and new tires has
decreased as the Company faces new competition at many of its locations,
which has caused added pressure on selling prices. As anticipated, Bandag,
Inc. continues to target the Company's accounts which has caused difficulty
in retaining the national account business and in many cases the business
retained is at lower margins.

  For the three months ended March 31, 1997, "same store" sales decreased
4.2% which was offset by a 7.6% 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 five new sales locations.

  Operating costs and expenses were $35.9 million for the three months ended
March 31, 1997 compared to $33.8 million during the three months ended March
31, 1996. The increase in sales and operating costs and expenses resulted in
operating loss of $2.7 million compared to operating loss of $1.7 million
during the three months ended March 31, 1996. The Company had a net loss of
$1.9 million, or $.37 net loss per share, compared to net loss of $1.2
million or $.23 net loss per share during the three months of March 31, 1996.
Average shares outstanding were 5.1 million for each of the three months
ended March 31, 1997 and 1996.

  Operating costs and expenses as a percent of sales were 108.0% for the
three months ended March 31, 1997 compared to 105.2% for the three months
ended March 31, 1996. Materials and cost of new tires as a percent of sales
decreased to 70.1% for the three months ended March 31, 1997 from 73.3%
during the three months ended March 31, 1996, resulting primarily from lower
tread rubber costs with Oliver. Salaries and wages as a percent of sales
increased to 18.7% for the three months ended March 31, 1997 from 16.4%
during the three months ended March 31, 1996. The increase resulted from a


<PAGE>
greater number of employees added for new locations, cost-of-living raises,
and the lower selling price per retread tire. Depreciation and amortization
expense as a percent of revenue increased to 4.1% for the three months ended
March 31, 1997 from 2.7% for the three months ended March 31, 1996 primarily
as a result of the acquisition during 1996 of new retread production
equipment in connection with the conversion to Oliver and the addition of 100
new replacement service and delivery trucks. All existing precure retread
equipment, some of which was fully depreciated, was replaced with new Oliver
equipment, resulting in a higher depreciable cost basis. Administrative and
general expenses as a percent of sales increased to 14.8% for the three
months ended March 31, 1997 from 12.4% for the three months ended March 31,
1996. The increase resulted from several factors, including expenses related
to employee insurance costs and bad debt expenses.

  Interest expense for the three months ended March 31, 1997 was $310,000
compared to $160,000 for the three months ended March 31, 1996. 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
March 31, 1997 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 2.43:1 at March 31,
1997 and December 31, 1996. Net cash provided by operating activities was
$975,000 for the three months ended March 31, 1997, compared to net cash
provided of $2.7 million for the three months ended March 31, 1996. The
decrease is due primarily to the changes in income taxes refundable and
increase in the Company's net loss offset in part by increased depreciation
and amortization.

  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 March 31, 1997, the borrowing base was $27.4 million. The Credit
Agreement expires in September 1998, unless renewed or extended.

  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. The Credit
Agreement was amended in March 1997 to revise certain financial covenants and
the Company's interest rate on LIBOR advances. The Company was in compliance
with the revised covenants at March 31, 1997.

  Management believes that, based upon the Company's current levels of
operations, borrowings available under the Credit Agreement and cash flow
from operations will be sufficient to finance current and future operations,
including the capital expenditure program, and meet all present and future
debt service requirements.





<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 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 the Company's
franchise agreements with Bandag, all of the issues involved in the Company's
lawsuit against Bandag are to be decided by arbitration. The Company and
Bandag are conducting discovery in preparation for the arbitration hearing. A
date for the arbitration hearing has been set for the latter part of 1997.

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








<PAGE>
ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.
    (a)  Exhibits

         Exhibit 10.1 - Seventh Amendment dated as of March 27, 1997 to the
         Credit Agreement dated as of August 16, 1991 between Treadco, Inc.
         and Societe Generale, Southwest Agency.

    (b)  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:  May 13, 1997         s/David E. Loeffler
                            David E. Loeffler
                            Vice President-Treasurer, Chief
                            Financial Officer
                            and Principal Accounting Officer












































<PAGE>                            
                                EXHIBIT INDEX
                                TREADCO, INC.


The following exhibits are filed with this report.

Exhibit
  No.

 10.1   Seventh Amendment dated as of March 27, 1997 to the Credit Agreement
        dated as of August 16, 1991 between Treadco, Inc. and Societe
        Generale, Southwest Agency.















































<PAGE>