<PAGE>   1
                                    FORM 10-Q          

                                  -------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

(MARK ONE)

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

               For the quarterly period ended September 29, 1996

                                       OR

[ ]  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 1-7872

                                  -----------
                                               
                          TRANSTECHNOLOGY CORPORATION
             (Exact name of registrant as specified in its charter)


                 Delaware                                      95-4062211
    (State or other jurisdiction of                         (I.R.S. employer
    incorporation or organization)                         identification no.)

            150 Allen Road                                       07938
       Liberty Corner, New Jersey                              (Zip Code)
(Address of principal executive offices)

      Registrant's telephone number, including area code:  (908) 903-1600

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                            Yes  X        No
                                ---          ---

                  As of November 6, 1996, the total number of
                  outstanding shares of registrant's one class 
                  of common stock was 5,315,470.
<PAGE>   2
                          TRANSTECHNOLOGY CORPORATION


                                     INDEX


<TABLE>
<CAPTION>
PART I.   Financial Information                                                                  Page No.
<S>         <C>                                                                                   <C>
  Item 1.   Financial Statements  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   2

            Statements of Consolidated Operations--
            Three and Six Month Periods Ended September 29, 1996
            and October 1, 1995   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3

            Consolidated Balance Sheets--
            September 29, 1996 and March 31, 1995   . . . . . . . . . . . . . . . . . . . . . . .   4

            Statements of Consolidated Cash Flow--
            Six Months Ended September 29, 1996 and
            October 1, 1995   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   5

            Statements of Consolidated Stockholders' Equity--
            Six Months Ended September 29, 1996   . . . . . . . . . . . . . . . . . . . . . . . .   6

            Notes to Consolidated Financial Statements  . . . . . . . . . . . . . . . . . . . . .  7-10

  Item 2.   Management's Discussion and Analysis of Results
            of Operations and Financial Condition   . . . . . . . . . . . . . . . . . . . . . . . 11-17


PART II.  Other Information

  Item 6.   Exhibits and Reports on Form 8-K  . . . . . . . . . . . . . . . . . . . . . . . . . .  18

SIGNATURES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18

EXHIBIT 11  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19

EXHIBIT 27  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20
</TABLE>
<PAGE>   3
                        PART I.    FINANCIAL INFORMATION




ITEM 1.    FINANCIAL STATEMENTS

The following unaudited Statements of Consolidated Operations, Consolidated
Balance Sheets and Statements of Consolidated Cash Flow are of TransTechnology
Corporation and its consolidated subsidiaries.  These reports reflect all
adjustments of a normal recurring nature, which are, in the opinion of
management, necessary to a fair presentation of the results of operations for
the interim periods reflected therein.  The results reflected in the unaudited
Statements of Consolidated Operations for the period ended September 29, 1996
are not necessarily indicative of the results to be expected for the entire
year.  The following unaudited Consolidated Financial Statements should be read
in conjunction with the notes thereto, and Management's Discussion and Analysis
set forth in Item 2 of Part I of this report, as well as the audited financial
statements and related notes thereto contained in the Form 10-K filed for the
fiscal year ended March 31, 1996.



                     [THIS SPACE INTENTIONALLY LEFT BLANK]



                                       2
<PAGE>   4
                     STATEMENTS OF CONSOLIDATED OPERATIONS
                                   UNAUDITED
                  (In Thousands of Dollars Except Share Data)

<TABLE>
<CAPTION>
                                                     THREE MONTHS ENDED              SIX MONTHS ENDED
                                                 -------------------------      ---------------------------
                                                   9/29/96        10/01/95         9/29/96         10/01/95
                                                 ----------     ----------      -----------     -----------
<S>                                              <C>            <C>             <C>             <C>
Total revenue                                    $   44,067     $   44,434      $    88,993     $    70,844
Cost of sales                                        31,084         31,972           62,023          49,911
                                                 ----------     ----------      -----------     -----------
Gross profit                                         12,983         12,462           26,970          20,933
                                                 ----------     ----------      -----------     -----------
General, administrative
   and selling expenses                               8,106          8,509           16,667          13,206
Interest expense                                      1,814          1,879            3,624           2,765
                                                 ----------     ----------      -----------     -----------
Total general, administrative,
   selling and interest expenses                      9,920         10,388           20,291          15,971
                                                 ----------     ----------      -----------     -----------
Income from continuing operations
   before income taxes                                3,063          2,074            6,679           4,962
Income taxes                                          1,336            731            2,855           1,886
                                                 ----------     ----------      -----------     -----------
Income from continuing operations                     1,727          1,343            3,824           3,076

Discontinued operations:

Loss from operations (net of applicable
   tax benefits of $4 and $2 for
   the three and six months ended 9/29/96,
   respectively, and $122 and $294
   for the three and six months ended
   10/01/95, respectively)                               (6)          (221)              (2)           (480)

Gain (loss) from disposal (net of applicable
   tax benefits of $153 and $342 for
   the three and six months ended
   9/29/96, respectively, and net of
   applicable tax provision of $40 and
   $98 for the three and six months
   ended 10/01/95, respectively)                       (200)            72             (473)            159
                                                 ----------     ----------      -----------     -----------
   Net income                                    $    1,521     $    1,194      $     3,349     $     2,755
                                                 ==========     ==========      ===========     ===========
Earnings per Share:  (Note 1)
   Income from continuing operations             $     0.34     $     0.26      $      0.75     $      0.60
   Loss from discontinued operations                  (0.04)         (0.03)           (0.09)          (0.06)
                                                 ----------     ----------      -----------     -----------
   Net income                                    $     0.30     $     0.23      $      0.66     $      0.54
                                                 ==========     ==========      ===========     ===========
Number of shares used in computation
   of per share information                       5,100,000      5,095,000        5,102,000       5,089,000
</TABLE>

See accompanying notes to unaudited consolidated financial statements.





                                       3
<PAGE>   5
                          CONSOLIDATED BALANCE SHEETS
                  (In Thousands of Dollars Except Share Data)
<TABLE>
<CAPTION>
                                                                    UNAUDITED
                                                                     9/29/96         3/31/96
                                                                  -----------     -----------
<S>                                                               <C>             <C>
ASSETS
Current assets:
 Cash and cash equivalents                                        $     2,695     $     2,362
 Accounts receivable (net of allowance
  for doubtful accounts of $775 at
  9/29/96 and $735 at 3/31/96)                                         25,903          28,368
 Notes receivable                                                       1,129           1,258
 Inventories                                                           50,469          50,551
 Prepaid expenses and other current assets                              1,467           1,726
 Deferred income taxes                                                  1,030           1,037
 Net assets held for sale                                               7,070           9,980
                                                                  -----------     -----------
  Total current assets                                                 89,763          95,282
                                                                  -----------     -----------
Property, Plant & Equipment                                            81,634          78,326
 Less accumulated depreciation and amortization                        20,685          17,749
                                                                  -----------     -----------
  Property, Plant & Equipment - net                                    60,949          60,577
                                                                  -----------     -----------
Other assets:
 Notes receivable                                                      12,495          12,824
 Costs in excess of net assets of acquired businesses
 (net of accumulated amortization:
  9/29/96, $3,747;  3/31/96, $3,308)                                   19,166          16,411
 Other                                                                 15,903          14,273
                                                                  -----------     -----------
  Total other assets                                                   47,564          43,508
                                                                  -----------     -----------
  Total                                                           $   198,276     $   199,367
                                                                  ===========     ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
 Current portion of long-term debt                                $     6,256     $     6,026
 Accounts payable-trade                                                10,714          14,719
 Accrued compensation                                                   5,180           6,473
 Accrued income taxes                                                   2,043           1,415
 Other current liabilities                                             10,395           9,301
                                                                  -----------     -----------
  Total current liabilities                                            34,588          37,934
                                                                  -----------     -----------
Long-term debt payable to banks and others                             72,256          72,565
                                                                  -----------     -----------
Other long-term liabilities                                            18,487          16,398
                                                                  -----------     -----------
Stockholders' equity:
 Preferred stock-authorized, 300,000 shares;  none issued                --              --
 Common stock-authorized, 14,700,000 shares of $.01 par value;
  issued 5,299,415 at 9/29/96, and 5,276,463 at 3/31/96                    53              53
 Additional paid-in capital                                            46,493          46,188
 Retained earnings                                                     32,151          29,467
 Other stockholders' equity                                            (1,972)         (1,083)
                                                                  -----------     -----------
                                                                       76,725          74,625
 Less treasury stock, at cost - (277,500 shares at 9/29/96 and
  177,500 at 3/31/96)                                                  (3,780)         (2,155)
                                                                  -----------     -----------
  Total stockholders' equity                                           72,945          72,470
                                                                  -----------     -----------
  Total                                                           $   198,276     $   199,367
                                                                  ===========     ===========
</TABLE>


-----------------------------
See accompanying notes to unaudited consolidated financial statements.





                                       4
<PAGE>   6
                      STATEMENTS OF CONSOLIDATED CASH FLOW
                                   UNAUDITED
                           (In Thousands of Dollars)

<TABLE>
<CAPTION>
                                                                                  SIX MONTHS ENDED
                                                                               ----------------------
                                                                                9/29/96      10/01/95
                                                                               ---------     --------
<S>                                                                             <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                                                      $  3,349     $  2,755

Adjustments to reconcile net income to net cash provided
 by operating activities:
 Depreciation and amortization                                                     3,834        2,215
 Provision for losses on accounts receivable                                          53           67
 (Gain) on sale or disposal of fixed assets and discontinued  businesses              (8)        (181)
 Change in assets and liabilities net of acquisitions and dispositions:
  Decrease in accounts receivable                                                  2,412        6,618
  Decrease (increase) in inventories                                               1,107       (1,209)
  Decrease (increase) in net assets of discontinued businesses                       926         (409)
  Increase in other assets                                                        (4,530)        (717)
  Decrease in accounts payable                                                    (4,005)      (4,133)
  Decrease in accrued compensation                                                (1,293)      (1,801)
  Increase in other liabilities                                                    3,154        2,424
  Increase (decrease) in income tax payable                                          628         (737)
                                                                                --------     --------
 Net cash provided by (used in) operating activities                               5,627        4,892
                                                                                --------     --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Business acquisitions                                                             (3,219)     (46,185)
Capital expenditures                                                              (2,545)      (1,946)
Proceeds from sale of fixed assets and discontinued business                       2,118       14,338
Decrease (increase) in notes receivable                                              458       (9,494)
                                                                                --------     --------
 Net cash used in investing activities                                            (3,188)     (43,287)
                                                                                --------     --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term borrowings                                                20,336       81,637
Payments on long-term debt                                                       (20,414)     (41,184)
Proceeds from issuance of stock under stock option plan                              311          163
Stock repurchases                                                                 (1,625)         (53)
Dividends paid                                                                      (665)        (662)
                                                                                --------     --------
 Net cash provided by financing activities                                        (2,057)      39,901
                                                                                --------     --------
Effect of exchange rate changes on cash                                              (49)         (74)
                                                                                --------     --------
Net increase in cash and cash equivalents                                            333        1,432
Cash and cash equivalents at beginning of year                                     2,362        1,544
                                                                                --------     --------
Cash and cash equivalents at end of year                                        $  2,695     $  2,976
                                                                                ========     ========
Supplemental Information:
Interest payments                                                               $  2,498     $  1,740
Income tax payments                                                             $  1,682     $  1,694
</TABLE>

---------------------
See accompanying notes to unaudited consolidated financial statements.




                                       5
<PAGE>   7
                STATEMENTS OF CONSOLIDATED STOCKHOLDERS' EQUITY
                                   UNAUDITED
                  (In Thousands of Dollars Except Share Data)

                                                           
<TABLE>
<CAPTION>
                                  COMMON STOCK      TREASURY STOCK       ADDITIONAL                 OTHER
FOR THE SIX MONTHS             ----------------   -------------------     PAID-IN     RETAINED   STOCKHOLDERS'  
ENDED SEPTEMBER 29, 1996        SHARES   AMOUNT    SHARES     AMOUNT      CAPITAL     EARNINGS     EQUITY        TOTAL
------------------------       --------- ------   --------    -------    ----------   --------   -------------  ------- 
<S>                            <C>         <C>    <C>         <C>         <C>         <C>          <C>           <C>
Balance, March 31, 1996        5,276,463   $53    (177,500)   $(2,155)    $46,188     $29,467      $(1,083)      $72,470

Net Income                            --    --          --         --          --       3,349           --         3,349

Cash dividends
  ($.13 per share)                    --    --          --         --          --        (665)          --          (665)

Purchase of Treasury Stock            --    --    (100,000)    (1,625)         --          --           --        (1,625)

Unrealized investment
  holding losses                      --    --          --         --          --          --         (216)         (216)

Issuance of stock under
  stock option plan               24,562    --          --         --         266          --           --           266

Effects of stock under 
  incentive bonus plan - net      (1,610)   --          --         --          39          --            6            45

Foreign translation
  adjustments                         --    --          --         --          --          --         (679)         (679)
                               ---------   ---    --------    -------     -------     -------      -------       ------- 
Balance, September 29, 1996    5,299,415   $53    (277,500)   $(3,780)    $46,493     $32,151      $(1,972)      $72,945
                               =========   ===    ========    =======     =======     =======      =======       =======
</TABLE>


See accompanying notes to unaudited consolidated financial statements.





                                       6
<PAGE>   8
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                           (In Thousands of Dollars)


NOTE 1.  Earnings Per Share:

         Earnings per share are based on the weighted average number of common
         shares and common stock equivalents (stock options) outstanding during
         each period.  In computing earnings per share, common stock
         equivalents were either anti-dilutive because of the market value of
         the stock or not material, and, therefore, have been excluded from the
         calculation.


NOTE 2.  Inventories:

         Inventories are summarized as follows:


<TABLE>
<CAPTION>
                                                           9/29/96                      3/31/96
                                                           -------                     -------- 
              <S>                                         <C>                         <C>
              Finished goods                               $21,273                     $22,645
              Work-in-process                                8,858                       9,326
              Purchased and
              manufactured parts                            20,338                      18,580
                                                           -------                     ------- 
                 Total inventories                         $50,469                     $50,551
                                                           =======                     ======= 
</TABLE>



NOTE 3.      Discontinued Operations 

         At September 29, 1996, the Company's only remaining discontinued and
         unsold business is its Australian computer graphics service operation,
         using the name TransTechnology Australasia.

         Through September 1996, the Company recorded an additional $0.5
         million of after-tax disposal costs related to other previously
         discontinued businesses.  These losses consisted primarily of disposal
         costs different from previous estimates associated primarily with
         environmental and legal matters.





                                       7
<PAGE>   9
Operating results of the discontinued business were as follows:


<TABLE>
<CAPTION>
                                    THREE MONTHS ENDED                   SIX MONTHS ENDED
                                --------------------------          --------------------------
                                9/29/96          10/01/95           9/29/96          10/01/95
                                -------          --------           -------          --------
<S>                              <C>             <C>              <C>               <C>
Total revenues                   $ 92            $2,276              $219             $7,580

Loss before income taxes
                                 $(10)           $ (343)             $ (4)            $ (774)

Income tax benefit                  4               122                 2                294
                                 ----            ------              -----            ------
Loss from operations             $ (6)           $ (221)             $ (2)            $ (480)
                                 ====            ======              ====             ======
</TABLE>



The loss from operations includes interest expense of $88 and $214 for the
three months and six months ended October 1, 1995, respectively.


Net assets held for sale at September 29, 1996 and March 31, 1996 were as
follows:


<TABLE>
<CAPTION>
                                             9/29/96          3/31/96
                                             -------          -------
    <S>                                        <C>         <C>
    Accounts receivable                      $  116           $  143

    Inventory                                   559              529

    Property                                  6,578            8,667

    Other assets                                359            1,269


    Liabilities                                (542)            (628)
                                             ------           ------

    Net assets held for sale                 $7,070           $9,980
                                             ======           ======
</TABLE>





                                       8
<PAGE>   10
NOTE 4.       Acquisitions

         On June 30, 1995 the Company acquired the Seeger Group of companies
         from a unit of AB SKF of Goteborg, Sweden for approximately $43
         million in cash plus direct acquisition costs and the assumption of
         trade debts and accrued expenses.  The Seeger Group, headquartered in
         Konigstein, Germany, is the global leader in manufacturing circlips,
         snap rings and retaining rings.  The Seeger Group operates under the
         trade names of  "Seeger", "Anderton", and "Waldes" with over 750
         employees at its five manufacturing facilities located in Germany, the
         UK, Brazil and the U.S.A.

         On June 18, 1996 the Company acquired the Pebra hose clamp business
         from Pebra GmbH Paul Braun i.K. for approximately $3 million in cash
         plus direct acquisition costs.  Pebra, which employs approximately 40
         people,  is located in Frittlingen, Germany, and manufactures heavy
         duty hose clamps primarily for use in the manufacture of heavy trucks
         in Europe.

NOTE 5.       Employee Benefit Plans

         The Company maintains a postretirement benefits plan available to
         union employees at one of the Company's divisions.  In September 1996,
         the Company signed a new contract with the union employees at the
         above mentioned division which resulted in the removal of active
         employees from the plan.  This amendment to the plan resulted in the
         accumulated postretirement benefit obligation being reduced by
         approximately $1.3 million.  This reduction was used to offset the
         remaining unrecognized transition obligation of approximately $1.7
         million.  The remaining $0.4 million obligation was recognized as an
         expense in the September 29, 1996, Statement of Consolidated
         Operations.


NOTE 6.       Contingencies

         ENVIRONMENTAL MATTERS.  The Company has commenced environmental site
         assessments and cleanup feasibility studies to determine the presence,
         extent and sources of environmental contamination at sites in
         Pennsylvania and Illinois which continue to be owned although the
         related businesses have been sold.  Although no governmental action
         requiring remediation has been taken at this time, the Company is
         working in cooperation with the relevant state authorities and any
         remedial work required to be performed would be subject to their
         approval.  At the Pennsylvania site, a feasibility study has been
         prepared and submitted to the state.  At September 29, 1996, the
         balance of this cleanup reserve was $2.3 million payable over the next
         several years.  In addition, the Company is pursuing recovery of a
         portion of cleanup costs in litigation with several of its insurance
         carriers.  The Company expects that remediation work at the
         Pennsylvania site will not be completed until fiscal 1999.

         The Company also continues to participate in environmental assessments
         and remediation work at eight other locations, which include operating
         facilities, facilities for sale, and previously owned facilities.  The
         Company estimates that its potential cost for implementing corrective
         action at these sites will not exceed $1.5 million payable over the





                                       9
<PAGE>   11
         next several years, and has provided for the estimated costs in its
         accrual for environmental liabilities.

         In addition, the Company has been named as a potentially responsible
         party in five environmental remediation recovery proceedings pending
         in several states in which it is alleged that the Company was a
         generator of wasted that was sent to landfills and other treatment
         facilities.  Such properties generally relate to businesses which have
         been sold or discontinued.  It is not possible to reliably estimate
         the costs associated with any remedial work to be performed until
         studies at these sites have been completed, the scope of the work
         defined and a method of remediation selected and approved by the
         relevant state authorities.

         LITIGATION.  The Company is also engaged in various other legal
         proceedings incidental to its business.

         It is the opinion of management that, after taking into consideration
         information furnished by its counsel, the above matters will have no
         material effect on the Company's consolidated financial position or
         the results of the Company's operations in future periods.





                                       10
<PAGE>   12
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS


RESULTS OF OPERATIONS

All references to three and six month periods in this Management's Discussion
refer to the three and six month periods ended September 29, 1996 for fiscal
year 1997 and the three and six month periods ended October 1, 1995 for fiscal
year 1996.  Also when referred to herein, operating profit means net sales less
operating expenses, without deduction for general corporate expenses, interest
and income taxes.

Revenue from continuing operations for the six month period in 1997 was $89
million, an increase of $18.1 million or 26% from the comparable period in
1996.  For the three month period in 1997 total revenue was $44.1 million, a
$0.4 million or 1% decrease from the comparable period in 1996.  As further
discussed below, the increased revenue performance for the six month period in
1997 resulted primarily from the Seeger Group acquisition on June 30, 1995.
The slight decrease for the three month period was due to softness in the
European fastener markets offset by the inclusion of operations from the Pebra
acquisition on June 18, 1996.

Gross profit for the six month period in 1997 increased $6.0 million or 29%
from the comparable period in 1996.  For the three month period in 1997, gross
profit increased $0.5 million or 4%.  Operating profit from continuing
operations for the six month period in 1997 was $14.1 million, an increase of
$3.6 million or 34% from the comparable period in 1996.  For the three month
period in 1997 operating profit from continuing operations was $6.5 million, an
increase of $1.1 million or 20% from the comparable period in 1996.  Changes in
sales, operating profit and new orders from continuing operations are discussed
below by segment.

Net income, including discontinued operations, for the six month period in 1997
was $3.3 million or $0.66 per share, compared to $2.8 million or $0.54 per
share, for the comparable period of 1996.  The three month period in 1997
experienced net income of $1.5  million or $0.30  per share compared to $1.2
million or $0.23 per share for the year earlier period.  As further discussed
below, the increased earnings performance in 1997 resulted primarily from the
inclusion of the Seeger Group acquisition in the six month period, increased
domestic fastener volume, and to a lesser extent, the Pebra acquisition in the
three month period.  Additionally, increased shipments of hoist and winch and
tie-down products, which are due to large multi-year contracts received in the
prior fiscal year, contributed to the overall earnings increase in the current
fiscal year.

Interest expense increased $0.9 million for the six month period in 1997, and
decreased $0.1 million for the three month period.  The six month increase was
a result of increased bank borrowings used for the acquisition of the Seeger
Group, and the three month decrease was primarily due to lower rates in effect
during the current year period.





                                       11
<PAGE>   13
New orders received during the six month period in 1997 totaled $93 million, an
increase of $15.6 million or 20% from 1996's comparable period.  For the three
month period, new orders totaled $48.4 million, a decrease of $0.7 million or
2% from last year's comparable period.  At September 29, 1996, total backlog of
unfilled orders was $65.9 million compared to $67.7 million at October 1, 1995.

EMPLOYEE BENEFIT PLANS

The Company maintains a postretirement benefits plan available to union
employees at one of the Company's divisions.  In September 1996, the Company
signed a new contract with the union employees at the above mentioned division
which resulted in the removal of active employees from the plan. This amendment
to the plan resulted in the accumulated postretirement benefit obligation being
reduced by approximately $1.3 million.  This reduction was used to offset the
remaining unrecognized transition obligation of approximately $1.7 million.
The remaining $0.4 million obligation was recognized as an expense in the
September 29, 1996, Statements of Consolidated Operations.

DISCONTINUED OPERATIONS

At September 29, 1996, the Company's only remaining discontinued and unsold
business is its Australian computer graphics service operation, using the name
TransTechnology Australasia.

Through September, 1996, the Company recorded an additional $0.5 million of
after-tax disposal costs related to other previously discontinued businesses.
These losses consisted primarily of disposal costs different from previous
estimates associated primarily with environmental and legal matters.

ACQUISITIONS

On June 30, 1995 the Company acquired the Seeger Group of companies from a unit
of AB SKF of Goteborg, Sweden for approximately $43 million in cash plus direct
acquisition costs and the assumption of trade debts and accrued expenses.  The
Seeger Group, headquartered in Konigstein, Germany, is the global leader in
manufacturing circlips, snap rings and retaining rings.  The Seeger Group
operates under the trade names of "Seeger", "Anderton", and "Waldes" with over
750 employees at its five manufacturing facilities located in Germany, the UK,
Brazil and the U.S.A.

On June 18, 1996, the Company acquired the Pebra hose clamp business from Pebra
GmbH Paul Braun i.K. for approximately $3.0 million in cash plus direct
acquisition costs.  Pebra, which employs approximately 40 people, is located in
Frittlingen, Germany, and manufactures heavy duty hose clamps primarily for use
in the manufacture of heavy trucks in Europe.





                                       12
<PAGE>   14
                      FINANCIAL SUMMARY BY PRODUCT SEGMENT
                           (In Thousands of Dollars)



<TABLE>
<CAPTION>
                                                    SIX MONTHS ENDED                  NET CHANGE
                                                 ------------------------          -------------------
                                                  9/29/96        10/01/95              $           %
                                                 ---------       --------           -------      -----
<S>                                             <C>             <C>               <C>           <C>
Sales:

  Speciality fastener products                    $71,106         $56,366           $14,740        26.2
  Rescue hoist and cargo hook products            $17,114          13,702             3,412        24.9
                                                  -------         -------           -------
              Total                               $88,220         $70,068           $18,152        25.9
                                                  =======         =======           =======

Operating profit:

  Speciality fastener products                    $10,772         $ 8,973           $ 1,799        20.0           
  Rescue hoist and cargo hook products              3,305           1,514             1,791       118.3 
                                                  -------         -------           -------
              Total                               $14,077         $10,487           $ 3,590        34.2


Corporate expense                                  (3,774)         (2,760)(a)        (1,014)      (36.7)


Interest expense                                   (3,624)         (2,765)(b)          (859)      (31.1)
                                                  -------         -------           -------

Income from continuing
  operations before
  income taxes                                   $  6,679         $ 4,962           $ 1,717        34.6
                                                  =======         =======           =======
</TABLE>




         a)   The corporate expense for the six months ended October 1, 1995
              has been reduced by $341 to reflect an allocation made to
              discontinued operations.

         b)   The interest expense for the six months ended October 1, 1995 has
              been reduced by $214 to reflect an allocation made to
              discontinued operations.










                                       13
<PAGE>   15
                      FINANCIAL SUMMARY BY PRODUCT SEGMENT
                           (In Thousands of Dollars)



<TABLE>
<CAPTION>
                                                     THREE MONTHS ENDED                NET CHANGE
                                                 ------------------------          -------------------
                                                  9/29/96        10/01/95              $           %
                                                 ---------       --------           -------      -----
<S>                                             <C>             <C>               <C>           <C>
Sales:

  Speciality fastener products                    $35,607         $37,171          $(1,564)       (4.2)
  Rescue hoist and cargo hook products              7,973           6,690             1,283        19.2
                                                  -------         -------          --------
              Total                               $43,580         $43,861          $   (281)       (0.6)
                                                  =======         =======          ========

Operating profit:

  Speciality fastener products                    $ 5,070         $ 4,476          $    594        13.3
  Rescue hoist and cargo hook products              1,382             886               496        56.0
                                                  -------         -------          --------
              Total                               $ 6,452         $ 5,362          $  1,090        20.3


Corporate expense                                  (1,575)         (1,409)(a)          (166)      (11.8)


Interest expense                                   (1,814)         (1,879)(b)            65         3.5
                                                  -------         -------          --------

Income from continuing
  operations before
  income taxes                                    $ 3,063         $ 2,074          $    989        47.7
                                                  =======         =======          ========
</TABLE>




         a)   The corporate expense for the three months ended October 1, 1995
              has been reduced by $130 to reflect an allocation made to
              discontinued operations.

         b)   The interest expense for the three months ended October 1, 1995
              has been reduced by $88 to reflect an allocation made to
              discontinued operations.










                                       14
<PAGE>   16
SPECIALTY FASTENER PRODUCTS SEGMENT

Sales for the specialty fastener products segment were $71.1 million for the
six month period in 1997, an increase of $14.7 million or 26% from the
comparable period in 1996.  Sales for the three month period in 1997 were down
$1.6 million or 4% from the same period in 1996.  The six month increase was
primarily due to the inclusion of Seeger Group operations and to a lesser
extent the inclusion of Pebra operations.  Additionally, domestic new product
market penetration and increased automotive fastener demand offset by a slight
decrease in truck fastener demand during the first quarter of fiscal 1997,
further increased 1997 six month sales performance.  The slight decrease for
the three month 1997 period was primarily due to softness in the European
markets slightly offset by the inclusion of Pebra operations.

Operating profit for the segment was $10.8 million for the six month period in
1997, an increase of $1.8 million or 20% from the comparable period in 1996.
The three month period in 1997 showed an operating profit of $5.1 million, an
increase of $0.6 million or 13% from the comparable period in 1996.  The
increase in operating profit for the six month period was primarily due to the
inclusion of Seeger Group operations and to a lesser extent the inclusion of
Pebra operations.  The increase in operating profit for the three month period
was primarily due to the increased domestic fastener volume and the inclusion
of Pebra operations offset by the lower European fastener volume, as mentioned
above.

New orders increased by $20 million or 37% for the six month period in 1997,
primarily due to the acquisitions mentioned above.  New orders for the three
month period in 1997 increased $3.4 million or 10% from the comparable period
in 1996, primarily due to the inclusion of Pebra operations, and increased
domestic and Brazilian automotive and truck fastener demand offset by the soft
European markets mentioned above.  Backlog of unfilled orders at September 29,
1996 was $33.3 million compared to $36.3 million at October 1, 1995.

RESCUE HOIST AND CARGO HOOK PRODUCTS SEGMENT

Sales for the rescue hoist and cargo hook products segment were $17.1 million
for the six month period in 1997, an increase of $3.4 million or 25% from the
comparable period in 1996.  Sales for the three month period in 1997 were $8.0
million, up $1.3 million or 19% from the comparable period in 1996.  The
increases were primarily due to shipments being made in this fiscal year on
large multi-year contracts which were placed last year, for hoist and winch,
and tie-down products.

Operating profit for the six month period in 1997 was $3.3 million, an increase
of $1.8 million or 118% from the comparable period in 1996.  The three month
period had an operating profit of $1.4 million, an increase of $0.5 million or
56% from the comparable period in 1996.  The increased sales volume product
sales mix and operating efficiencies were the primary factors contributing to
the improvement in operating profit in both the six and three month periods.





                                       15
<PAGE>   17
New orders for the six month period in 1997 were down $4.4 million or 19% from
the comparable period in 1996.  New orders for the three month period in 1997
were of $4.1 million or 29% from the comparable period in 1996.  The decreases
in both 1997 periods were primarily due to a large multi-year order for hoist
and winch products being placed in the prior year second quarter.  Backlog of
unfilled orders at September 29, 1996 was $32.7 million compared to $31.4
million at October 1, 1995.

LIQUIDITY AND CAPITAL RESOURCES

The Company's debt-to-capitalization ratio was 52% as of September 29, 1996,
unchanged from March 31, 1996.  The current ratio at September 29, 1996, stood
at 2.60 compared to 2.51 at March 31, 1996.  Working Capital was $55.2 million
at September 29, 1996, down $2.1 million from March 31, 1996.

At September 29, 1996, the Company's debt consisted of  $19.6 million of
borrowings under a revolving credit line, $4.6 million of borrowings under
international lines of credit, a $28.9 million term loan, a $24.5 million term
loan and $0.9 million of other borrowings.  The revolving bank credit line
commitment is $33.4 million, will be available to the Company through December
31, 2000 and is subject to a borrowing base formula.  The agreement provides
for borrowings and letters of credit based on collateralized accounts
receivable and inventory.  In addition, all of the remaining assets of the
Company and its subsidiaries are included as collateral.  Letters of credit,
which are included in the borrowing base formula, are limited to $5 million.
Letters of credit under the line at September 29,1996 were $0.2 million.  The
total commitment from the international lines of credit are $6.6 million and
have the same availability and collateral as the revolving credit line, but are
not subject to a borrowing base formula.  Interest on the revolver and the
international lines of credit are tied to the primary bank's prime rate, or at
the Company's option, the London Interbank Offered Rate (LIBOR), plus a margin
that varies depending upon the Company's achievement of certain operating and
financial goals.

The $28.9 million and $24.5 million term loans are with the same lenders as the
revolving and international lines of credit, are secured by the same
collateral, and are due and payable on December 31, 2000 and June 30, 2002,
respectively.  The $28.9 million term loan has an additional $15 million
available through March 1997 for future acquisitions.  Quarterly principal
payments on the $28.9 million term loan of $1.4 million, with escalations to
$1.8 million and $2.8 million in June 1999 and June 2000, respectively, began
on December 31, 1995, and are due and payable on the last day of each quarter
through December 31, 2000.  Interest on the $28.9 million term loan is tied to
the primary bank's prime rate, or LIBOR, plus a margin that varies depending
upon the Company's achievement of certain operating and financial goals.
Annual principal payments on the $24.5 million term loan of $0.5 million, began
on June 30, 1996 and continue through June 30, 2000, with final balloon
payments of $7.5 million and $15 million due and payable on June 30, 2001 and
June 30, 2002, respectively.  Interest on the $24.5 million term loan accrues
at the primary lending bank's prime rate plus two percentage points.  The
agreement also gives the Company the option of using LIBOR plus three and one-





                                       16
<PAGE>   18
quarter percentage points.  At September 29, 1996, the Company had $55.7
million of borrowings utilizing LIBOR.

The credit facility limits the Company's ability to pay dividends to 25% of net
income and restricts capital expenditures to $7.0 million, as well as
containing other customary financial covenants.

On September 13, 1996, the Company obtained authorization and repurchased
100,000 shares of the Company's common stock from a private estate at an
aggregate price of $1.6 million.

Management believes that the Company's anticipated cash flow from operations,
combined with the bank credit described above, will be sufficient to support
current and forecasted working capital requirements and dividend payments.
Capital expenditures in the six month period in 1997 were $2.5 million as
compared with $1.9 million in the comparable period in 1996.

The Company is subject to various contingencies related to land and groundwater
contamination at several facilities.  Expenditures made pursuant to the
remediation and restoration of these sites in the six month period in 1997
approximated $0.4 million as compared with $0.6 million in the comparable
period in 1996.  These expenditures are primarily of a non-recurring nature and
are not capitalized.  These matters are described in Note 11 of the Notes to
Financial Statements.  Management believes that, after taking into
consideration information provided by counsel, the resolution of these matters
will not have a material adverse effect on the Company's liquidity.
Additionally, management believes that the Company's cash flow from operations,
combined with the bank credit described above, will be sufficient to cover
future expenditures.





                                       17
<PAGE>   19
                          PART II.  OTHER INFORMATION


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K


(a)    Exhibits

       11     Statement of Computation of Per Share Earnings

       27      Financial Data Schedule


(b)    No reports on Form 8-K were filed during the quarter ended Sepember 29,
       1996.





                                   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 thereunto duly authorized.



                          TRANSTECHNOLOGY CORPORATION
                                  (Registrant)




Dated:  November 11, 1996     By:     /s/ Chandler J. Moisen
                                 -----------------------------------------
                                 CHANDLER J. MOISEN, Senior Vice President
                                   and Chief Financial Officer*




   *  On behalf of the Registrant and as Principal Financial Officer.





                                       18