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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

(Mark One)

[x]      Annual Report Pursuant to Section 13 or 15(d) of the Securities 
         Exchange Act of 1934

For the fiscal year ended June 30, 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: 0-4036

                       Kreisler Manufacturing Corporation
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                 (Name of small business issuer in its charter)

           Delaware                                           22-1044792
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(State of other jurisdiction of                          I.R.S. employer
 incorporation or organization)                          Identification Number)

          5960 Central Avenue, Suite H., St. Petersburg, Florida 33707
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               (Address of principal executive offices) (zip code)

Issuer's telephone number: 813-347-1144

Securities registered pursuant to Section 12(b) of the Exchange Act:
                                 Not applicable

Securities registered pursuant to Section 12(g) of the Exchange Act:
                     Common Stock, $.50 par value per share
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                                (Title of Class)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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. [x] Yes [ ] No

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will 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-KSB or any
amendment to this Form 10-KSB. [x]

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The Issuer's revenues for its most recent fiscal year was $9,402,005.

The aggregate market value of the voting and non voting common equity held by
non-affiliates of the issuer is approximately $2,329,000 (1).

The number of shares of Common Stock outstanding as of September 17, 1997 was
485,512 shares.

                       DOCUMENTS INCORPORATED BY REFERENCE

Certain portions of the Company's Annual Report to Shareholders for the fiscal
year ended June 30, 1997 are incorporated by reference in Parts I and II of this
Report. With the exception of the information incorporated by reference in Parts
I and II of this Report, the Company's Annual Report to Shareholders for the
fiscal year ended June 30, 1997 is not to be deemed "filed" with the Securities
and Exchange Commission for any purpose.

Certain portions of the Company's Proxy Statement to be filed in connection with
its 1997 Annual Meeting of Shareholders are incorporated by reference in Part
III of this Report.

Transitional Small Business Disclosure Format (check one)
[ ] Yes [X] No

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(1) The aggregate dollar amount of the voting and non-voting common equity stock
set forth equals the number of shares of Common Stock outstanding, reduced by
the number of shares of Common Stock held by executive officers, directors and
stockholders owning in excess of 10% of the registrant's common stock multiplied
by the last closing price for the Common Stock as quoted on the National
Association of Securities Dealers Automated Quotation System on September 17,
1997. The information provided shall in no way be construed as an admission that
any person whose holdings are excluded from this figure is an affiliate of the
registrant or that any person whose holdings are included in this figure is an
affiliate of the registrant or that any person whose holdings are included in
this figure is not an affiliate of the registrant and any such admission is
hereby disclaimed. The information provided herein is included solely for record
keeping purposes of the Securities and Exchange Commission.

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                                TABLE OF CONTENTS

                         FORM 10-KSB ANNUAL REPORT 1997

                       KREISLER MANUFACTURING CORPORATION

                                                                        PAGE NO.

PART I........................................................................1
     ITEM 1.  DESCRIPTION OF BUSINESS.........................................1
     ITEM 2.  DESCRIPTION OF PROPERTY.........................................2
     ITEM 3.  LEGAL PROCEEDINGS...............................................3
     ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.............3

PART II.......................................................................3
     ITEM 5.  MARKET FOR THE COMMON EQUITY AND RELATED
              STOCKHOLDER MATTERS.............................................3
     ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
              OPERATION.......................................................4
     ITEM 7.  FINANCIAL STATEMENTS............................................4
     ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
              ACCOUNTING AND FINANCIAL DISCLOSURE.............................5

PART III......................................................................5
     ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
              PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE
              ACT.............................................................5
     ITEM 10. EXECUTIVE COMPENSATION..........................................5
     ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
              MANAGEMENT......................................................5
     ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS..................5
     ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K................................5


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                                     PART I

Item 1.  Description of Business

Kreisler Manufacturing Corporation is a Delaware business corporation which was
incorporated on December 13, 1968. Kreisler Manufacturing Corporation and its
wholly-owned subsidiary, Kreisler Industrial Corporation (collectively the
"Company") manufacture precision metal components and assemblies at Elmwood
Park, New Jersey for use in military and commercial aircraft engines.

Products

The Company fabricates precision metal components and assemblies primarily for
aircraft engines with both military and commercial applications. The primary
function of the Company's products is to transport fluids, including air, to
various parts of the aircraft or aircraft engine. The redirection of air is a
major element in reducing the high temperatures generated by aerospace
propulsion. These high temperatures are a limiting factor in increasing thrust
in jet engines.

Tube assemblies may be made of various materials and configurations, including
titanium, inconel and stainless steel. These quality controlled and highly
engineered manifold assemblies transfer fuel for combustion, oil for
lubrication, hydraulic fluid to activate thrust reversers and impingement tubes
or baffles to cool vanes in the combustion section of the engine.

Over the past three years, ninety percent of the Company's products were tubular
assemblies. For the fiscal year ended June 30, 1997, the sales activity was
aproximately thirty-five percent for military aircraft engines and sixty-five
percent for commercial aircraft engines.

Substantially all sales of products are made through an in-house sales staff
supported by a government sales representative. All products are manufactured to
the blueprints and specifications of the particular customer. Orders for these
are received through competitive proposals, which are made in response to
requests for bids from contractors who are frequently supplying engines to
various branches of the Untied States Government or to commercial businesses.

Customers

Four customers of the Company accounted for 73% or more of the consolidated net
sales of the Company in the fiscal year ended June 30, 1997.

Competition

The fields in which the Company operates are highly competitive and among the
Company's competitors are enterprises which are substantially larger than the
Company and possess greater financial, production and marketing resources, as
well as numerous smaller concerns. The Company is not a significant factor in
its fields. The principal methods of competition are price,



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quality and delivery. In today's market flexibility, quality, cost and speed of
delivery are required elements. The Company believes that it is competitive on
all the above elements.

Sources of Supply

The Company does not have any long-term or fixed requirement agreements with its
suppliers.

Materials for the products within the Company are purchased, as required, from
various suppliers. At times, approved vendors are designated by the Company's
customers. The Company believes alternative sources of supply for material are
available at reasonable prices.

Production

Fabricated precision metal components or assemblies are manufactured and
assembled by the Company to customer specifications. To meet the exacting
requirements of its customers, the Company must exercise rigid quality control.

Employees

At June 30, 1997, the Company employed approximately 90 persons, all of whom are
full-time employees. Approximately 49 are subject to a collective bargaining
agreement with the United Service Employees Union which terminates on December
4, 1997.

Government Regulations

The Company is subject to various Federal and State regulations concerning the
conduct of its business including regulations under the Occupational Health and
Safety Act and various acts dealing with the environment.

A material portion of the business of the Company is subject to provisions which
permit the termination of contracts at the election of the U.S Government or its
prime contractors. Contracts with the U.S. Government and with suppliers to the
U.S. Government generally provide for termination at any time for the
convenience of the U.S. Government and its prime contractors, and upon such
termination a contractor is entitled to receive payment for the work performed
plus a pro rata portion of the profit it would have earned but for the
termination.

Item 2.  Description of Property

The Company's industrial plant is located at Elmwood Park, New Jersey and
consists of 52,000 square feet of leased space. The facility is approximately 40
years old and the average age of the equipment is 15 years. The lease expires
October 1, 2000. The annual lease expense on the plant facilities is $79,992.

During fiscal 1997, $53,000 of capital expenditures were made. Management
believes that the


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Company's present industrial plant facilities are suitable for the Company's
current and near term operations and that these properties are adequately
covered by insurance.

Item 3.  Legal Proceedings.

By letter dated June 22, 1993 from the Environmental Protection Agency, the
Agency notified the Company that it had evaluated information relating to the
transportation of waste in 1962-1963-1964 to the Caldwell Trucking Company
Superfund Site and based upon this information EPA believes that the Company is
a Potentially Responsible Party ("PRP") pursuant to Section 107(a) of the
Comprehensive Environmental Response compensation and Liability Act, 42 U.S.C.
Section 9607(a). The letter from EPA notified Kreisler of its potential
liability for all costs incurred and to be incurred by the government relating
to the Site. According to the letter, under CERCLA, and other laws, potentially
liable parties, such as Kreisler, may be ordered to perform response actions
deemed necessary by EPA to protect the public health, welfare or the
environment, and may be liable for all costs incurred by the government in
responding to any release or threatened release at the Site.

The EPA and a PRP Group have filed suit against the Company for its costs with
regard to the Site. Both cases are currently under a stay. The Company does not
know the amount which will be sought in these cases. Pursuant to the terms of
several insurance policies, the legal defense burden is being shared by these
insurance companies.

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

Not applicable.

                                     PART II

Item 5.  Market for the Common Equity and Related Stockholder Matters

The Company's Common Stock is traded in over the counter market and is quoted on
the national Association of Securities Dealers, Inc. Automated Quotation System
(NASDAQ). There is no established public trading market for the Company's Common
Stock. The following table sets forth the sales prices for the Common Stock for
each quarter in the two year period June 30, 1997.

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Quarter                   1997                                 1996

                  High            Low                   High            Low


Fourth            7 1/8             5                   4 1/2           2 3/4


Third             7 1/4           4 5/8                 5 1/4           2 3/4

Second            4 5/8           3 5/8                 5 1/2           4 1/4

First             3 1/2           2 5/8                 6 1/4           5 1/2


The Company has not paid any dividends during the last two fiscal years. The
holders of the Company's Common Stock are entitled to receive dividends when, as
and if declared by the Board of Directors out of funds legally available
therefore. It is the Company's current policy not to pay dividends and to retain
earnings for future growth of the Company.

At June 30, 1997, the Company had approximately 400 stockholders of record.

Item 6.  Management's Discussion and Analysis or Plan of Operation

"Management's Discussion and Analysis" on page 8 of the Annual Report to
Stockholders is incorporated herein by reference.

Item 7.  Financial Statements

The following consolidated financial statements of the Company and its
subsidiaries and the Auditor's Report included on pages 1 through 7 of the
Annual Report to Stockholders for the year ended June 30,1997 are incorporated
herein by reference:

         Consolidated Balance Sheets - June 30, 1997

         Consolidated Statements of Operations - Years Ended June 30, 1997 and
         1996

         Consolidated Statements of Changes in Stockholders' Equity - June 30,
         1997 and 1996

         Consolidated Statements of Cash Flows - Years Ended June 30, 1997 and
         1996

         Notes to Consolidated Financial Statements

         Report of Independent Certified Public Accountants

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Item 8.  Changes in and Disagreements with Accountants on Accounting and
         Financial Disclosure

Not Applicable.

                                    PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons;
         Compliance with Section 16(a) of the Exchange Act

Incorporated by reference to the Company's Proxy Statement relating to the 1997
Annual Meeting of Stockholders.

Item 10.  Executive Compensation

Incorporated by reference to the Company's Proxy Statement relating to the 1997
Annual Meeting of Stockholders.

Item 11.  Security Ownership of Certain Beneficial Owners and Management

Incorporated by reference to the Company's Proxy Statement relating to the 1997
Annual Meeting of Stockholders.

Item 12.  Certain Relationships and Related Transactions

Incorporated by reference to the Company's Proxy Statement relating to the 1997
Annual Meeting of Stockholders.

Item 13.  Exhibits and Reports on Form 8-K

(a)      The following exhibits are filed with this Report.

         1        Financial Statements.

         3.1      Certificate of Incorporation, including amendment

         3.2      Bylaws

         10.1     1997 Stock Option Plan*

         10.2     Lease Agreement

         10.3     Union Agreement


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         11       Statement re computation of per share earnings.


         13       Annual Report to Stockholders for the fiscal year ended June
                  30, 1997 (such report, except for those portions expressly
                  incorporated by reference to this Annual Report on Form 10-K,
                  is furnished for the information of the Commission and is not
                  to be deemed filed as part of this Report).

         21       Subsidiaries of the Registrant.

         27       Financial Data Schedule

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* Compensatory Plan

(b)      Reports on 8-K

         No reports on Form 8-K were filed during the last period covered by
this report.

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                                   SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                             KREISLER MANUFACTURING CORPORATION

                                             By: /s/ Edward L. Stern
                                                 ------------------------------
                                                 Edward L. Stern, President

Date: September 19, 1997

In accordance with the Securities Exchange Act, this report has been signed
below by the following persons on behalf of the registrant and in the capacities
and on the dates indicated.

NAME                          TITLE                          DATE
----                          -----                          ----

/s/ Edward L. Stern           Director, President and        September 19, 1997
-------------------------     Chief Financial Officer
Edward L. Stern               (Principal Executive Officer,
                              Principal Financial Officer
                              and Principal Accounting
                              Officer)

/s/ Robert S. Krupp           Director                       September 19, 1997
-------------------------
Robert S. Krupp

/s/ Harry Brill-Edwards       Director                       September 19, 1997
-------------------------
Harry Brill-Edwards

/s/ Edward A. Stern           Director, Vice President       September 19, 1997
-------------------------
Edward A. Stern

/s/ Michael D. Stern          Director, Vice President       September 19, 1997
-------------------------
Michael D. Stern

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                                  EXHIBIT INDEX


         3.1      Certificate of Incorporation, including amendments

         3.2      Bylaws

         10.1     1997 Stock Option Plan*

         10.2     Lease Agreement

         10.3     Union Agreement

         11       Statement re computation of per share earnings.

         13       Annual Report to Stockholders for the fiscal year ended June
                  30, 1997 (such report, except for those portions expressly
                  incorporated by reference to this Annual Report on Form 10-K,
                  is furnished for the information of the Commission and is not
                  to be deemed filed as part of this Report).

         21       Subsidiaries of the Registrant.

         27       Financial Data Schedule