SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D. C. 20549

                            FORM 10-Q

       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF
               THE SECURITIES EXCHANGE ACT OF 1934

               For the Quarter Ended: May 31, 1997
                 Commission File Number: 0-7568

                    TOTH ALUMINUM CORPORATION
     (Exact name of registrant as specified in its charter)

           LOUISIANA                        72-0646580
(State or other jurisdiction of    (I.R.S. Employer Identification
 incorporation or organization)               Number)

           HIGHWAY 18 - RIVER ROAD, VACHERIE, LA 70090
      (Address of principal executive offices)   (Zip code)

    Registrant's telephone number, including area code: (504)
                            265-8181

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

                              NONE
                      (Title of each class)

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

                 COMMON STOCK, WITHOUT PAR VALUE
                        (Title of class)
                                
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 periods that the registrant was required  to
file   reports),  and  (2)  has  been  subject  to  such   filing
requirements for the past 90 days: Yes  X    No

Indicate  the  number  of  shares  outstanding  of  each  of  the
registrant's   classes  of  common  stock,  as  of   the   latest
practicable date:

Common stock, without par value                   35,466,193
        Class                             Outstanding at May 31, 1997




                    TOTH ALUMINUM CORPORATION


                       INDEX TO FORM 10-Q

               For The Quarter Ended May 31, 1997





                                                           Page

Part I  Financial Information

        Balance Sheets - May 31, 1997
        and August 31, 1996..............................    

        Statements of Operations - Nine Months
        Ended May 31, 1997 and May 31,1996...............    

        Statements of Cash Flows - Nine Months
        Ended May 31, 1997 and May 31, 1996.............     

        Notes to Financial
           statements..................................      

        Management's Discussion and Analysis
        of the Financial Conditions and Results
        Of Operations..................................      

Part II   Other Information.............................     









<TABLE>
TOTH ALUMINUM CORPORATION (A DEVELOPMENT STAGE ENTERPRISE)
COMBINED BALANCE SHEETS (UNAUDITED)

                                            MAY 31,     AUGUST 31,
                                              1997         1996
<S>                                        <C>          <C>
ASSETS

CURRENT ASSETS:
Cash ...............................           1,475       3,750
Accounts receivable-other...........            -         10,787
Total current assets................           1,475      14,537



Property, Plant and
Equipment - Net.....................          83,158     103,159




OTHER ASSETS:

Investments in and Advances
      to Armant Partnership.........         264,000     894,425
Patents and Patent Rights (Net of
      accumulated amortization......           1,240      37,161

Total Other Assets..................         265,240     931,586





TOTAL ASSETS........................       $ 349,873  $1,049,282





                                              MAY 31,   AUGUST 31,
                                               1997        1996
LIABILITIES

CURRENT LIABILITIES:
Notes payable-related parties.......       $  23,100    $      -
Notes payable-bank..................              -            -
Notes payable-other.................         300,000      300,000
Accounts payable:
     Trade .........................         427,360      391,246
     Officers and employees.........         248,125      187,361
Accrued salaries....................       1,891,211    1,676,994
Accrued expenses....................          72,374           -
Accrued interest payable............       1,415,278    1,163,492
Total current liabilities...........       4,377,448    3,719,093

DEFERRED CREDIT.....................          50,000       50,000


Series AA-1" Convertible Promissory Note(1)
Related Parties
     Principal......................       7,398,265     7,398,265
     Accrued Interest Payable.......       4,182,433     3,147,378
Non-Related Parties
     Principal......................       5,978,421     5,978,421
     Accrued Interest Payable.......       4,176,828     3,342,841
Total Series "A-1" Notes............      21,735,947    19,866,905


CONVERTIBLE DEBENTURES PAYABLE
     (net of discounts, commissions,
     and offering costs of $1,563)..          20,437        20,437

STOCKHOLDERS' EQUITY:
Common stock - no par value.........      38,258,096    38,258,096
Common stock subscribed.............          20,000        20,000
Paid in capital.....................         164,774       164,774
Deficit accumulated during the
     development stage..............     (64,276,829)  (61,050,023)
Total stockholders' equity..........     (25,833,959)  (22,607,153)


TOTAL LIABILITIES...................      $  349,873   $ 1,049,282
</TABLE>

<TABLE>
TOTH ALUMINUM CORPORATION  (A DEVELOPMENT STAGE ENTERPRISE)
STATEMENTS OF OPERATIONS (UNAUDITED)



                                   Three Months Ended       Nine Months Ended   From Inception
                                    May          May          May         May       To May
                                    31,          31,          31,          31,        31,
                                   1997         1996         1997         1996        1997
<S>                            <C>            <C>           <C>        <C>         <C>   

COSTS AND EXPENSES:


Research and
     Development...........     $  7,426    $   6,491    $  23,202   $  39,425   $ 7,727,839

Promotional, general and
     administrative........       87,430      142,375      321,521     272,443    15,372,976

Interest...................      754,486      453,741    2,120,828   1,336,616    11,100,882
   Total...................      849,342      602,607    2,465,551   1,648,424    34,201,697


OTHER (INCOME) EXPENSE:
Loss in Investment and
     advances to Armant(A)..     229,120                   630,425                17,443,656

Equity in loss of Armant....     141,499      479,420    1,380,639     946,583    12,631,475

NET LOSS....................  $1,219,961   $1,082,057   $4,476,615  $2,595,067  $ 64,276,828



Loss Per Common Share.......        $.03         $.03         $.13       $.07




(A)  Due to the prolonged delay in attaining the necessary funding,
     the company was forced to write down $17,443,656 of its investment
     and advances in Armant.


</TABLE>



See notes to financial statements.


TOTH ALUMINUM CORPORATION  (A DEVELOPMENT STAGE ENTERPRISE)
STATEMENTS OF CASH FLOWS

<TABLE>
                                          Nine Months Ended      From Inception
                                         May 31,      May 31,      To May 31,
                                         1997           1996          1997

<S>                                  <C>            <C>           <C>
OPERATING ACTIVITIES

NET LOSS..........................  ($4,476,615)   ($2,595,067)  ($64,276,829)

ADJUSTMENTS TO RECONCILE NET
INCOME TO NET CASH PROVIDED BY
OPERATING ACTIVITIES:

Depreciation and
     amortization.................       20,001        39,800       1,128,530
Amortization and write
     off of patents...............       35,921        23,448         504,580
Amortization of prepaid leases....                                    302,424
Amortization of Financing.........                                     95,000
Loss on divestiture
     of Subsidiaries..............                                    912,586
Losses from joint venture.........    1,380,639       946,585      10,269,427
Other.............................                                    111,616
Proceeds from royalty
     Prepayments..................                                    172,760
Prepayment of Leases..............                                    (16,104)
Disposition of Property,
     Plant, and Equipment.........                                     27,745


CHANGES IN OPERATING ASSETS
 AND LIABILITIES:
Increase in accounts
     receivable...................       10,787            -                0
Decrease (Increase) in
     prepaid expenses.............           -             -          (27,371)
Increase in accounts payable and
     accrued expenses.............      635,225        451,891     12,114,742
Increase in notes payable.........    1,809,999      1,213,665     18,291,379
                                       (584,043)        80,320   ($20,389,515)



TOTH ALUMINUM CORPORATION (A DEVELOPMENT STAGE ENTERPRISE)
STATEMENTS OF CASH FLOWS - (Continued)


                                          Nine Months Ended      From Inception
                                         May 31,        May 31,      May 31,
                                          1997           1996         1997

INVESTING ACTIVITIES:
Purchase of property,
     plant and equipment...........     (13,307)       (10,700)   ($1,172,353)
Acquisition of patents.............          -              -        (443,475)
Investment of Certificate
     of Deposit....................                                (3,995,000)
Cash investment in and
     Advances to TACMA.............                                (1,076,595)
Cash investments in and
     Advances to Armant............     (35,350)       (72,699)   (21,535,439)
Write off of Investment and Cash
     advances to Armant............     630,425                    17,751,179
Redemption of Certificates
     of Deposit....................                                 3,995,000
Proceeds from sale of net
     Profit interest...............                              $     50,000
                                        581,768         83,399     (6,426,683)

FINANCING ACTIVITIES:
Stock issued or subscribed
     for cash......................                                18,481,076
Preferred stock issued for cash....                                   266,400
Proceeds from long term
     Obligations...................                                 1,430,349
Proceeds from warrants
     Issued for cash...............                                 6,236,507
Common stock issuance cost.........                                  (166,550)
Issuance of convertible
     Debentures....................                                 1,913,963
Cash received upon Conversion
     of debentures to
     Common Stock..................                                   112,999
Payment of Long term
     Obligations...................                                (1,457,071)
                                            -              -       26,817,673

INCREASE (DECREASE) IN CASH........     (2,275)        (3,079)          1,475
CASH BEGINNING OF PERIOD...........      3,750          5,051
CASH END OF PERIOD.................   $  1,475       $  1,972           1,475


See notes to financial statements

</TABLE>

TOTH ALUMINUM CORPORATION  (A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO FINANCIAL STATEMENTS

1.   In  the  opinion  of  management,  the  accompanying  condensed
financial  statements contain all adjustments  (consisting  only  of
normal  recurring  adjustments)  necessary  to  present  fairly  the
financial  position of Toth Aluminum Corporation  (the  Company)  as
of  May  31, 1997, and the results of its operations and changes  in
financial position for the three months then ended.

    The   accounting  policies  followed  by  the  Company  are  set
forth  in  Note 1 to the Company's financial statements in Form  10-
K, dated August 31, 1996.

2.   The  accompanying  financial statements  of  the  Company  have
been  prepared  on  a  going concern basis, which  contemplates  the
realization  of  assets and the satisfaction of liabilities  in  the
normal  course  of  business.  The Company has incurred  net  losses
from  its  inception  in  August 1966  through  May  31,  1997,  and
August  31,  1996,  of  $64,276,829 and  $61,050,023,  respectively.
Although   the   Company's  investees  (TACMA   and   Armant)   have
constructed  facilities  that  will employ  the  Company's  patented
processes,  TACMA  has  been inactive and Armant  has  not  achieved
continuous   commercial  production.   The  Company  has  determined
that  the  operating  plant of each investee  will  require  further
modifications  before commercial production can  be  achieved.  This
will  not  occur at the TACMA facility unless and until the  Company
directs   its   efforts  and  resources  toward  TACMA.    No   such
activities are currently planned at TACMA.

    Expansion  of  the  Armant  plant  (as  discussed  in  Note   2)
should  enable  it to achieve continuous production  of  alumina  as
well  as  metal  chlorides.   Management  believes  that  the  plant
constructed  by  Armant demonstrates that the  production  of  metal
chlorides   and   aluminum  intermediates  through   the   Company's
patented  processes  is  possible  and  that  continuous  production
capabilities  should  enable  it  to attain  profitable  operations.
The   Company  plans  to  fund  its  operations  through  short-term
borrowing   secured  by  the  personal  assets  of   the   Company's
Chairman  of the Board.  The capital and operating needs  of  Armant
will  be  raised  through a commercialization program  sponsored  by
the  U.S.  Department  of Energy "DOE" and/or  the  formation  of  a
joint  venture  partner  with Armant.   The  recoverability  of  the
Company's   investments  in  and  advances   to   Armant   and   the
recoverability  of the capitalized cost of Armant  is  dependent  on
the    investee   achieving   sufficiently   profitable   commercial
operations,  as  well as the Company's ability to  raise  the  funds
indicated  above  to provide the necessary capital  and  to  support
these operations.

    The   Company   has   actively  evaluated   the   raw   material
resources  in  Western  Canada  and  is  attempting  to  secure  the
necessary  funding to construct a metal chlorides plant  in  Canada.
The  Company  intends  to fund the capital and  operating  needs  of
the  Canadian  operation through the formation of  a  joint  venture
with  either  industrial or venture partners in  Canada.  Management
believes  that a metal chlorides plant in Canada will be of  a  size
to  be  commercially   viable and will earn  a  significant  profit.
The  metal  chlorides plant being planned for  Canada  will  have  a
capacity  of  50,000 metric tons per year (seven times  larger  than
the   Armant  plant)  and  will  incorporate  all  of  the   process
knowledge  and  proposed modifications resulting from the  operation
of   the   Armant  facilities.   Should  the  Company  be  able   to
successfully  raise  the  required funds  for  either  or  both  the
Canadian  operation  and/or  Armant, then  the  Company's  existence
will be assured for the next twelve months.

    The  Company's  continuation  in  existence  is  dependent  upon
its   ability  to  generate  sufficient  cash  flow  to   meet   its
continuing  obligations on a timely basis,  to  fund  the  operating
and  capital  needs  of  Armant, and to obtain additional  financing
as   may   be   required,  and  ultimately  to   attain   successful
operations.   Should  the  Company  be  unable  to  obtain  a  joint
venture  partner(s)  for either the Canadian  operation  or  Armant,
and/or   funding  from  the  DOE,  it  may  experience   significant
difficulty  raising  funds  to complete the  required  modifications
to  attain  continuous production at Armant.  These  factors,  among
others,  may  indicate that the Company will be unable  to  continue
in   existence.   The  financial  statements  do  not  include   any
adjustments  relating  to the recoverability and  classification  of
recorded   asset  amounts  or  the  amount  and  classification   of
liabilities  that  might be necessary should the Company  be  unable
to continue in existence.

3.   The  Company  has  historically maintained investments  in  two
affiliates,  TACMA  and  Armant.   In  November  of  1996,   WestCAN
Chemicals  Inc.(WestCAN)  was  formed  and  registered  in  Alberta,
Canada.   The  Company currently owns 100% of WestCAN,  however  the
Company's  equity  position will be diluted as  WestCAN  raises  the
necessary  funds  to construct a 50,000 metric ton  per  year  metal
chlorides  plant  in  Canada.    The  Company  applies  the   equity
method   of   accounting  for  its  investment   in   Armant.    The
collectibility  of  the  advances  to  and  the  recovery   of   the
investment   depends   upon  the  affiliate   achieving   successful
commercial  operations.   The  investment  in  TACMA  was   expensed
during 1988.

Armant

    The   Company  is  general  partner  in  a  limited  partnership
(Armant)   formed  in  1982  to  construct  and  operate   a   metal
chlorides  plant  in Vacherie, Louisiana. The plant,  which  through
August  31,  1989, has cost approximately $23 million to  construct,
has  been  built on land (the Armant site) owned by Empresas  Lince,
S.A.,  (ELSA),  a  Central  American  corporation  controlled  by  a
former member of the Company's Board of Directors.

    Under  the  terms  of  the original partnership  agreement,  the
Company  was  to  have a 50% ownership interest in the  partnership.
In  March  1983,  the partnership agreement was revised  to  provide
the  Company  a  2% ownership interest and under a separate  license
agreement,  a  royalty payment based on net positive  cash  flow  of
the   partnership.   The  license  agreement  provides  for  royalty
payments  to  the Company equal to 28.6% of net positive  cash  flow
until  each  limited  partnership  unit  has  received  $160,000  in
cash,  at  which  time  royalty payments  increase  to  49%  of  net
positive cash flow.

    The  Company's  capital  contribution  to  Armant  consisted  of
certain  improvements  to  the property, a  non-exclusive  licensing
agreement    providing   for   Armant's   use   of   the   Company's
carbo-chlorination  processes  for producing  metal  chlorides,  and
prepaid leases as described in Note 4.

    Contributions  to  Armant  by  the  limited  partners,  on   the
basis  of  a  single limited partnership unit, consisted of  $25,000
in  initial  cash  deposits, $75,000 in cash to  be  paid  in  equal
monthly  installments  of  $5,000 and either  a  $60,000  letter  of
credit  or  the  purchase  of $60,000 of  the  Company's  restricted
common   stock.    Armant   has  received  subscriptions   for   all
thirty-five  limited  partnership  units.   At  August   31,   1984,
Armant    had   received   cash   contributions   of   approximately
$3,459,000.   The  Chairman  of  the Company's  Board  of  Directors
holds fifteen of the thirty-five units.

    During   November  1984,  the  Company  loaned   $3,995,000   to
Armant,  resulting  in  the  Company now having  a  receivable  from
Armant  in  the amount of $3,995,000 bearing interest at  13.5%  per
annum.   As  of  August  31, 1989 the Company  had  made  additional
cash  advances  to  the  Armant  Partnership  totaling  $17,409,000,
bearing   interest  at  12%  per  annum.   The  Company   has   also
liquidated   $240,000  of  Armant's  notes  payable   plus   accrued
interest  due  to  a  corporation controlled  by  a  member  of  the
Company's  Board  of  Directors by issuing  240,000  shares  of  the
Company's  restricted  common  stock.   As  a  result  the   Company
recorded  a  receivable from Armant of $276,000 bearing interest  at
12%  per  annum.   The  Company had additional non-interest  bearing
receivables  from  Armant totaling $173,000 which were  incurred  in
fiscal  1984,  resulting  from billing under  a  service  agreement.
Subsequent   to   that  date  all  costs,  including   general   and
administrative  cost,  incurred  by  the  Company  related  to   the
construction   and  operation  of  the  Armant  Plant,   have   been
absorbed  by  the Company and expensed as incurred.   As  of  August
31,  1996,  the Company has guaranteed nearly $525,000  of  Armant's
bank debt plus accrued interest.

    The  initial  phase  of  construction of the  Armant  Plant  was
completed  in  December 1983.  Since that time, numerous  test  runs
have  been  performed in an effort to achieve continuous  commercial
production  of  market  grade metal chlorides.   Subsequent  to  the
Company's   1986  fiscal  year  end,  Armant  determined  additional
funding   would  be  required  to  sustain  successful   operations.
Therefore,  because  of  unexpected  construction  delays  and   the
continued  lack  of  commercial production at  Armant,  the  Company
elected  to  discontinue  accruing interest  income  on  the  Armant
receivable  and  reversed,  in the fourth  quarter  of  fiscal  year
1986,   all   interest  income  previously  accrued  which   totaled
$1,164,000 of which $551,000 was accrued through August 31, 1986.

    Further,  Armant  elected  to  discontinue  capitalizing   plant
start-up  costs. The net loss recognized by Armant during  the  year
ended  August  31,  1987,  which primarily resulted  from  expensing
start-up  costs,  was  first  allocated  to  the  partners'   equity
accounts  based  upon their respective percentage interests  in  the
total  partnership  equity.  To the extent that this  loss  exceeded
the  total  limited  partners' equity, all  additional  losses  were
allocated  to  the  Company's equity interest  in  the  partnership,
since  the  Company  is  the sole general  partner  in  the  limited
partnership  and  is  at  risk  for these  losses  in  the  form  of
advances to Armant.

    As  of  August  31,  1996, Armant has conducted  57  test  runs.
As   a   result  of  these  test  runs  Armant  has  been  able   to
successfully   produce  approximately   550,000  pounds   of   crude
aluminum   trichloride   and  has  purified  approximately   220,000
pounds  and  sold approximately 122,000 pounds of purified  aluminum
chloride.  In  addition Armant has sold approximately 46,000  pounds
of   silicon   tetrachloride  (commonly  referred  to   as   silicon
chloride).


    After  an  extensive  revaluation  of  the  Armant  Partnership,
Management  determined that the cost capitalized and  deferred  must
be  written  down  in accordance with Generally Accepted  Accounting
Practices.   Although  the Company believes the  Armant  Plant  will
ultimately  achieve  production, the prolonged delays  in  attaining
the  needed  capital  to restart the Armant  Plant  has  forced  the
Company  to  write  down  $18,375,000 in  capitalized  costs.  Costs
capitalized and deferred by Armant consisted of the following:


                                              May 31,      August 31,
                                               1997            1996
Direct carbo-chlorination plant costs:
    Process equipment..................  $  2,650,000     $ 5,473,000
    Other equipment....................            -           27,000
    Leasehold improvements.............        95,000         175,000
                                            2,745,000       5,675,000
Self-construction and start-up costs:
  Salaries:
    Engineering........................        54,000         427,000
     Plant construction and
        operations.....................       813,000       2,914,000
     Indirect labor and overhead.......        38,000         425,000
                                              905,000       3,766,000

                                         $  3,650,000     $ 9,441,000



    Presented   below   is  summarized  financial   information   of
Armant.    Beginning   September  1,  1986,    Armant   elected   to
discontinue  capitalizing costs not directly associated  with  plant
construction.     Further,    Armant    elected    to    discontinue
capitalizing  interest  costs  in 1988  and  reversed  all  interest
costs  that  had  been capitalized in 1988.  Prior to  September  1,
1986,  all  costs  were  capitalized and deferred.  As  of  May  31,
1997,  Armant  elected  to  write down  $18,375,000  in  capitalized
costs.

                                              May 31,      August 31,
                                               1997           1996
Assets:
     Plant and equipment..............    $ 3,650,000    $  9,441,000
     Other............................        120,000         737,000

     Total............................    $ 3,770,000    $ 10,178,000

Liabilities and Equity:
   Notes payable - Toth Aluminum
       Corporation....................    $ 4,727,000    $  8,494,000
     Notes payable - Bank.............        525,000         525,000
     Payables - Toth Aluminum Corp....     11,248,000      13,950,000
          Other payables..............        375,000         547,000

     Equity - Toth Aluminum
          Corporation.................    (13,092,000)    (13,325,000)
           - Other....................        (13,000)        (13,000)
                                          (13,105,000)    (13,338,000)

       Total..........................    $ 3,770,000    $ 10,178,000
     



                                                 Nine Months Ended
                                               May 31,        May 31,
                                                1997           1996
Statement of Plant Expenses
     Write down of
           Capitalized costs..........        470,000         550,000
     Direct plant costs...............        154,000          67,000
     Interest expense.................      1,725,000       1,895,000
     General and
           administrative costs.......         98,000          87,000
 Net loss                                 $ 2,447,000      $2,599,000



                                             May 31,       August 31,
                                              1997            1996
Payable to and Equity of Toth Aluminum
     Corporation:
   Notes  payable......................  $ 19,405,000    $ 19,375,000
    Payables...........................     7,376,000       7,425,000
  Beginning equity of the Company......    (5,560,000)     (5,560,000)
       Less:  Loss from Armant.........   (11,822,000)     (9,375,000)
       Affiliates interest:
        Capitalized by Armant, but
         not accrued by the Company....    (5,620,000)     (5,620,000)
        Expensed by Armant, but not
           accrued by the Company......    (3,515,000)     (5,351,000)
   Investment in and advances to
        Armant.........................   $   264,000     $   984,000


4.    Notes  payable  consisted  of  the  following:

                                              May 31,      August 31,
                                               1997            1996
Notes payable to bank, collateralized
      (A): At 12%......................    $      -        $      -
Demand notes payable to related
      parties, unsecured At 12%........     2,625,350       2,555,601
Notes payable to other parties,
     secured (A) At 12%................       300,000         300,000
Series AA-1" Convertible
  Promissory Notes
     Payable to related parties........     7,398,265       7,398,265
     Payable to others.................     5,978,421       5,978,421
                                           13,376,686      13,376,686

Total..................................  $ 16,302,036      16,232,287

    A)  Collateralized by a pledge of personal  assets  owned  by
the Company's Chairman of the Board.

5.  The financial statements are summarized and reference is made
to  the "NOTES TO FINANCIAL STATEMENTS" included in the Company's
Annual  Report on Form 10-K for the fiscal year ended August  31,
1996, as filed with the Securities and Exchange Commission.

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

Liquidity and Capital Resources

    During  the  nine  months ended May 31,  1997,  total  assets
decreased  to  $349,873 from $1,049,282 at August 31,  1996,  and
current assets decreased from $14,537 to $1,475. This decrease in
total  assets is the results of the Company's decision  to  write
down  an  additional  $630,425 in  capitalized  cost  carried  by
Armant   Limited  Partnership.   This  write  down  reduced   the
Company's Investments in and Advances to Armant from $894,425  as
of   August   31,  1996  to  $264,000  on  May  31,  1997.    The
recoverability  of the Company's investment in  and  advances  to
Armant  of  $264,000  is  dependent  on  the  Armant  Partnership
achieving   and  sustaining  sufficiently  profitable  commercial
operations  (see note 3 of Notes to Financial Statements).  Total
liabilities,  including  the Series "A-1" Convertible  Promissory
Note,  increased from $23,656,435 to $26,183,832 during the  same
period.
    
    The  Company,  as general partner of Armant,  has  granted  a
continuing  guarantee  of  Armant's  outstanding  bank  debt   of
approximately $525,000 plus accrued interest.

Working Capital Meeting Operating Needs and Commitments

    From  inception,  the  Company has sustained  its  operations
primarily through funds provided by private placements and public
offerings  of  its  common  stock.  Due  to  the  length  of  its
development  stage  activities,  liquidity  has  always  been   a
continuing concern.  The Company has incurred net losses from its
inception   in  1966  through  May  31,  1997,  of  approximately
$57,056,899.  Although the Company's investees (Armant and TACMA)
have  constructed  facilities that employ the Company's  patented
processes,   Armant   has  not  achieved  continuous   commercial
production, and the commercial viability of the processes has not
been demonstrated.  TACMA has not commenced commercial production
and no such activities are currently planned.  The recoverability
of  the  Company's  investments in and  advances  to  Armant,  is
dependent  on Armant achieving sufficiently profitable commercial
operations.  These factors, among others, may indicate  that  the
Company  will be unable to continue in existence.  The  financial
statements  do  not  include  any  adjustments  relating  to  the
recoverability  and classification of recorded asset  amounts  or
the  amount  and  classification of  liabilities  that  might  be
necessary  should the Company be unable to continue in existence.
The  Company's  continuation in existence is dependent  upon  its
ability  to  generate sufficient cash flow to meet its continuing
obligations on a timely basis, to obtain additional financing  as
may  be required, and ultimately to attain successful operations.
Management  believes that the plants constructed  by  Armant  and
TACMA  demonstrate  that the production of  metal  chlorides  and
aluminum  intermediates through the Company's patented  processes
is  possible.  Further, the planned expansion of the Armant Plant
should  enable it to achieve continuous production of alumina  as
well  as  metal  chlorides.  Management believes that  continuous
production  capabilities should enable it  to  attain  successful
operations. This will not occur at the TACMA facility unless  and
until the Company directs its efforts and resources toward TACMA.
No such activities are currently planned at TACMA.


Immediate Development Plans at Armant and Canada.

    The Armant Plant, which was intended to be constructed so  as
to  operate on a continuous basis, was only capable of  operating
only  in a "batch" mode when it was shutdown in 1988.   The plant
was  then  capable of producing approximately 100,000  pounds  of
aluminum chloride per batch.  In order to operate on a continuous
basis,  additional equipment must be installed, including  a  new
condenser  system,  several  new  conveyers,  a  revised  silicon
tetrachloride  recovery  and  purification  system,  plus   other
equipment,  some  of  which needs to be  specially  built,  at  a
capital  cost  estimated by the Company to be up  to  $15,000,000
(1997).   Once  this equipment is installed, and with  the  plant
operating  on a continuous basis, the Company believes  that  the
Vacherie plant's production rate of aluminum chloride and silicon
chloride will increase to 1,000,000 pounds per month and  900,000
pounds  per  month, respectively.  Operation  at  this  level  of
production would clearly demonstrate the economical advantage  of
the   TAC  process  over  other  production  methods  for   metal
chlorides.

    The  company  is also currently pursuing alternative  funding
avenues    for    its    commercialization   program    including
collateralized loans.

    However,  even  if  and  when  the  Vacherie  Plant  and  any
subsequent plants become fully operational on a continuous basis,
they  will be subject to all of the risk inherent in any  untried
process, including operational delays during "shakedown" periods,
unforeseeable cost overruns, and/or the inability of the  plants,
for   whatever   unforeseeable  reason,  to  sustain   profitable
commercial operations, in which event the Company would  consider
shut down of operations.
    
    Since  1992, TAC has been evaluating the application of  it's
clay carbo-chlorination
technologies to the abundant raw materials resources  of  western
Canada.  The Company acquired samples of waste materials from the
extraction  of  bitumen from oil sands in  Alberta,  Canada,  and
testing  had  indicated that the materials were amenable  to  the
Company's  process  technology.   In  subsequent  inquiries   and
visits,  the  Company  learned that vast reserves  of  low  grade
kaolitic and  other clays are present throughout western  Canada.
A   program  was  initiated  in  late  1993  to  investigate  the
feasibility  of  using these raw materials in a western  Canadian
clay  chlorination plant to manufacture metal chlorides (aluminum
chloride, silicon tetrachloride and titanium tetrachloride).

    The  Company  retained  Cominco  Engineering  Services  Ltd.,
(CESL),in  Calgary,  Alberta, Canada as its engineering  services
sub-contractor in Canada and undertook presentations to  Canadian
industry  and  the Canadian federal government on  a  project  to
construct plants in the  region.  In response to the high  degree
of  interest shown in the Company's proposed project  in  Canada,
the  Company,  through  CESL, applied  to  the  Canadian  federal
government  for financial assistance to evaluate western Canadian
raw  materials for use in carbo-chlorination.  A formal  proposal
was  submitted by CESL in the Company's behalf in December, 1993,
and  this  was  approved by the federal government in  May,  1994
under  a Minerals Development Agreement (MDA) to be completed  by
July  31,  1996.   Under  the  terms  of  the  MDA  the  Canadian
government   funded C$ 306,000 of project costs with the  balance
to be provided by industrial participants.

    The  MDA study was completed in May of 1996 and  evaluate  at
least three classes of western Canadian clays and two classes  of
western Canadian coke resources.  These raw material classes are:

 Clay Sources:  Clays resulting from oil sands mining and processing
                Clays resulting from coal mining and/or processing
                Clays from naturally occurring kaolitic deposits

 Coke Sources:  Cokes resulting from oil sands processing
                Cokes that are commercially available in western Canada.

    
    The  MDA  study  concluded  that  the  clays  and  cokes  are
adequate, and are available in plentiful supply to serve as  feed
stock for the company's process.


Development Plans

    As  in  the previous years, the principal goal of the Company
is   to  commercialize  its  process  to  produce  aluminum   and
intermediate chloride and oxide products from clay.  One  of  the
first  steps  in the commercialization process is the  commercial
production of metal chlorides.  The Company is currently  engaged
in   pursuing  two  options  to  achieve  this  first  level   of
commercialization.    One,   the   construction   of   commercial
facilities in Canada to take advantage of abundant raw  materials
resources  and low cost electrical power, and two, the  upgrading
and  completion of the Armant Plant, such that it is  capable  of
producing  high-purity aluminum chloride and other  intermediates
on a continuous basis.

    On   August  30,  1995  the  Company  executed  a  Letter  of
Understanding  with Flour Daniel, an engineering company  located
in  Greenville, South Carolina, under which the company  declared
its  intent  to appoint Fluor Daniel as the Project  Manager  and
Construction Manager of a project to construct a commercial Metal
Chlorides   Plant  to  manufacture  aluminum  chloride,   silicon
tetrachloride,  titanium tetrachloride and  other  products  from
clay   using   the   company's   proprietary   carbo-chlorination
technology.

    Subsequently,  on September 26, 1995, the company  and  Fluor
Daniel executed a Technical Services Agreement covering the  work
to  be  performed in the first phase of the three-phased project.
The  initial tasks cover a pre-feasibility study to determine the
basic  parameters  for commercial production  of  metal  chloride
chemicals  from  clay.  With the pre-feasibility  completed,  the
company  has  commenced Phase 2, the preparation of the  document
package  needed to secure financing of the project.   The  second
phase  will take up to two years after which the third  phase  of
the  project , plant design, construction and start  up  will  be
undertaken. Fluor Daniel estimates that the commercial plant  can
be in operation within four years.


Canada

    The  western Canadian raw materials resources were  found  to
be   economically   suitable  for  the  Company's   clay   carbo-
chlorination technology.  The Company intends to proceed with the
formation of a Canadian company which will operate under  license
from  the  Company  to develop, construct, and  operate  a  metal
chlorides  plant in Canada utilizing western Canadian feedstocks.
Management  believes that the successful manufacture of  aluminum
chloride,  silicon  tetrachloride and titanium  tetrachloride  in
Canada  will  provide  a substantial source  of  revenue  to  the
company.    Management  further  believes  that  the   successful
operations  of a metal chlorides plant in Canada will  eventually
lead  to  the utilization of the Company's technology to  produce
aluminum  from clay.  Western Canada is in an opportune  location
for the furthering of the Company's technology since not only are
abundant  quantities of raw materials available, but  also  large
supplies of low cost electrical power.

Results of Operations

    The  Company  had  no  operating revenues  and  reported  net
losses.   The  Company  is considered to be a  development  stage
enterprise;  start-up activities have commenced, but the  Company
has received no revenue therefrom.

    The  net  loss  for the nine months ended May 31,  1997,  was
$4,476,615 compared to $2,595,067 for the corresponding period in
1996.   During the 1997 period, the significant  increase in  the
net  loss  is the results of interest payable of $2,120,828  plus
the  write down of $630,425 in loans and advances made to Armant.
This  resulted  in  the Company's write down  of  $17,443,653  in
Investments in and Advances to Armant Partnership and  an  equity
loss in the partnership for the period ended of $1,380.639.

    The  initial  phase of construction of the Armant  Plant  was
completed in December, 1983.  Since that time, numerous test runs
have been performed in an effort to achieve continuous commercial
production  of market grade metal chlorides.  Subsequent  to  the
Company's  1986  fiscal  year end, Armant  determined  additional
funding  would  be  required  to sustain  successful  operations.
Therefore,  because  of unexpected construction  delays  and  the
continued  lack  of  commercial  production,  Armant  elected  to
discontinue  capitalizing plant start-up costs as of  August  31,
1986.   The net loss recognized by Armant during the three months
ended November 30, 1987, resulted primarily from expensing start-
up  costs.   The  net loss recognized by Armant during  the  year
ended  August  31,  1987, was first allocated  to  the  partners'
equity  accounts based upon their respective percentage interests
in  the  total partnership equity.  To the extent that this  loss
exceeded  the total partners' equity, all additional losses  were
allocated  to  the Company's equity interest in the  partnership,
since  the  Company is the sole general partner  in  the  limited
partnership  and  is  at risk for these losses  in  the  form  of
advances  to Armant.  The Company's equity in the loss of  Armant
for  the  nine months ended May 31, 1997, was $1,380,639,   which
was  a  result  of  Armant losses in excess of total  partnership
equity  and  was  recorded as a reduction in  investment  in  and
advances to Armant.



PART II.  Other Information


Item 1.  Legal Proceedings

    See  Item  10 of the Company's Form 10-K for the  year  ended
August 31, 1996, concerning legal proceedings.


Item 6.  Exhibits and reports on Form 8.





                           SIGNATURE

    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.




TOTH ALUMINUM CORPORATION
(Registrant)








BY: Charles E. Toth                     Date: July 30, 1997
    Charles E. Toth
    Treasurer






BY: Charles Toth                           Date: July 30, 1997
    Charles Toth
    Chairman of the Board of Directors
    Chief Executive Officer