SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549
                                   FORM 10-KSB
  (Mark One)
      [x]	 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d)
           OF THE SECURITIES AND EXCHANGE ACT OF 1934 (FEE REQUIRED)

                     For the Fiscal Year Ended May 31, 1997
                                       OR
      [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
           OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

                          Commission File NO. 0-12866

                                   CABRE CORP
              (Exact name of registrant as specified in its charter)

                        		Delaware			    	   	75-1907070
	           (State or other jurisdiction of			(I.R.S. Employer
	           incorporation or organization)    Identification No. )

                  	1209 Orange Street 					        19801
	                  Wilmington, Delaware				 	    (Zip Code)
                   	(Address of principal executive offices)

 Registrant's telephone number, including area code: (302) 658-7581

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

 None

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

                               Title of each class

                        Common Stock, $2.00 par value

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 July 31, 1997, there were outstanding 906,464 shares of the 
registrant's common stock, par value $2.00, which is the only class of common
stock of the registrant.  As of that date, and based on the closing bid 
price, the aggregate market value of the shares of common stock held by 
non-affiliates of the registrant was approximately $549,572.

                      Documents Incorporated by Reference
                                 Proxy Statement
													

                                     PART I

Item 1.  BUSINESS

General

On January 24, 1992 Cabre Corp, a publicly held shell corporation, acquired 
all of the issued and outstanding shares of Antenna Products Corporation in 
an exchange of stock.  

On November 1, 1993 Cabre acquired Audile Inc. in an exchange of stock.  
Cabre sold the operation to Audile employees in February 1995, and in May, 
1995, based on defaulted payments on notes, wrote off remaining investments.  

On November 14, 1994 Cabre formed Metal Finishing Corp and on November 30, 
1994 purchased the assets of Edd's Metal Finishing Corp for a combination of 
cash and deferred notes.  Cabre Corp operates as a holding company with 
Antenna Products Corporation, Metal Finishing Corp, and Thirco, Inc. as its 
current operating subsidiaries.  Cabre Corp has no other business activity. 
Cabre Corp's address is 1209 Orange Street, Wilmington, Delaware 19801.  
Telephone Number, (302) 658-7581.

Antenna Products Corporation

Antenna Products Corporation was incorporated in Texas in 1984 to continue a 
business started in 1972 and operated as a closely held "C" corporation until
January 24, 1992. Thereafter, Antenna Products has operated as a wholly owned
subsidiary of Cabre Corp .  Antenna Products address is 101 S.E. 25th Avenue,
Mineral Wells, Texas 76067.  The telephone number is (817) 325-3301.  

Antenna Products' principal business is to design and manufacture standard 
and custom antennas, support structures, and accessories.  The Company's 
principal products generally relate to the high frequency (HF), very 
high frequency (VHF), and ultra high frequency (UHF) communication frequency 
spectrums.  With a diversity of communication and navigation aid products, 
Antenna Products' market extends from long range communication circuits to 
short range tactical communication lines and includes shipboard applications 
as well as ground to air navigation and landing aids.  Examples of Antenna 
Products' wide variety of products include ground to air collinear antennas, 
instrument landing antennas and towers, fixed system multi-port antenna 
arrays, tactical quick erect antennas and masts, shipboard antenna tilting 
devices, transport pallets, surveillance antennas, antenna rotators, 
positioners and controls, and high power broadcast baluns.

Antenna Products' customer base is primarily government and government prime 
contractor focused, although a limited industrial and commercial market 
exists.  Antenna Products' market is international in scope.  The company 
currently focuses on exploiting the domestic market and has a limited amount 
of foreign sales.  The specialized needs of the company's customers and the 
technology required to meet those needs change constantly.  Accordingly, the 
company stresses its engineering, installation, service and other support 
capabilities.  The Company uses its own sales and engineering staff to 
service its principal markets. Many of the Company's contracts are large 
relative to total annual sales volume and therefore the composition of the 
customer base is different year to year.  In 1997 the U.S. Government was the
single largest customer, and accounted for 40% of the sales volume.  Wilcox 
Electric totaled 17% of sales. Orders for equipment in some of these product 
categories are in backlog and, therefore, the U.S. Government and Wilcox 
Electric are expected to be major clients again in 1998.  

Antenna Products is one of many suppliers of antennas and related 
manufacturing services to the government and government prime contractors.  
Antenna Products competes on the basis of cost and product performance in a 
market with no dominant supplier.  Due to fixed-price contracts and 
pre-defined contract specifications prevalent within this market, the company
competes primarily on the basis of its ability to provide state-of-the-art 
solutions in the technologically demanding marketplace while maintaining its 
competitive pricing.

Because most manufacturing requirements are established on a contract basis, 
the majority of the inventory is work in process.  Less than 20% of total 
inventory is maintained in stock for delivery to customers. Some raw materials 
are inventoried to support customer delivery schedules.  Antenna Products 
performs work for the United States Government primarily under fixed-price 
prime contracts and subcontracts.  Under fixed-price contracts, Antenna 
Products realizes any benefit or detriment occasioned by lower or higher 
costs of performance.  

Antenna Products is subject to certain risks common to all companies that 
derive a portion of their revenues from the United States government.  These 
risks include rapid changes in technology, changes in levels of government 
spending, and possible cost overruns.  Recognition of profits on major 
contracts is based upon estimates of final performance which may change as 
contracts progress.  Contract prices and costs incurred are subject to 
Government Procurement Regulations, and costs may be questioned by the 
Government and are subject to disallowance.  United States Government 
contracts contain a provision that they may be terminated at any time for 
the convenience of the Government.  In such event, the contractor is entitled
to recover allowable costs plus any profits earned to the date of 
termination. Collections are generally set in accordance with federal 
acquisition standards which require payment in accordance with "Net 30" terms
after acceptance of goods.  The company is not directly regulated by any 
governmental agency in the United States.  Most of Antenna Products' 
customers, and the antenna and tower industries in general, are subject to 
meeting various government standards.  These performance standards 
necessitate Antenna Products' ability to produce antenna designs which can be
updated to conform to customer requirements in a changing regulatory 
environment.  These regulations have not adversely affected operations.

Antenna Products plans to reinvest from 2% to 5% of sales in research and 
development projects, and bid and proposal activities.  The mix of 
expenditures between the two areas in any given year is a function of the 
demand for new independently developed innovative systems and the level of 
requirements solicited.  In 1997 Antenna Products invested 3.1% of sales to 
independent research and development (R&D).  The level of expenditures as a 
ratio to sales is expected to continue at this level in 1998.  The level of 
expenditures for R&D in 1996 and 1995 were 2.4% of sales and 5.0% sales, 
respectively.  The company does not consider patents to be material to its 
operations nor would the loss of any patents adversely affect operations.

Metal Finishing Corp

Cabre Corp's subsidiary, Metal Finishing Corp, a Texas Corporation, purchased
the assets of Edd's Metal Finishes Corp., a Texas Corporation, on November 
30, 1994.  Edd's Metal Finishes Corp had been a vendor to Antenna 
Products Corporation (a subsidiary of Cabre) for over ten years.  Metal 
Finishing Corp operates in Grand Prairie, Texas.  Metal Finishing Corp offers
a wide range of metal plating, finishing, and surface enhancements.  
Industries serviced range from medical, electronics, oil patch, fastener, 
packaging, automotive to commercial as well as aerospace and defense 
contracted work.  Metal finishing is the chemical science of electrolytically 
depositing thin layers of metals such as silver, zinc, cadmium, nickel or 
copper to base materials such as steel, aluminum, brass etc. The deposits 
created are most often utilized for added corrosion and wear resistance as well 
as their ability to meet the required aesthetic values.  Metal Finishing 
competes on the basis of cost and quality of service in a market with no 
dominant provider.  Due to the nature of the service provided, inventory 
consists of small amounts of chemicals and metals.

Thirco, Inc.

Thirco, Inc. was formed on November 1, 1993 as a Delaware company to purchase
and lease equipment and facilities to the other operating units of Cabre.  
The primary lease arrangements are with Antenna Products.  Thirco will 
occasionally assist in servicing the banking needs of Cabre's operating 
units.  Since all activity is internal to Cabre and its operating 
subsidiaries, financial data is consolidated with Cabre.   Thirco does not 
intend to engage in any outside business transactions.

Seasonality 

Cabre's businesses are not dependent on seasonal factors.

Backlog

The backlog of orders on July 31, 1997 at Antenna Products amounted to 
approximately $5.2 million. Backlog of orders at July 31, 1996 was 
approximately $3.1 million.  About 90% of the current backlog will be 
delivered in the 1998 fiscal year.  As a service provider Metal Finishing has
no recorded backlog.

Raw Material Source And Supply

Cabre's operating subsidiaries' principal raw materials are steel, aluminum, 
other metal alloys, plastic and composite tubing, hardware, electrical wire, 
wire rope, plating chemicals, and electronic or electro-mechanical 
components.  The materials are commonly available from numerous sources, 
including local distributors in quantities sufficient to meet the needs of 
the subsidiaries.  The availability and supply of raw materials is not 
considered to be a problem for Antenna Products or Metal Finishing.

Employees

As of July 31, 1997, subsidiaries of Cabre employed a total of 112 employees;
101 at Antenna Products and 11 at Metal Finishing. 18 were employed in 
administrative functions, 13 in engineering and support roles, and 81 in 
operational categories.  None of the company's employees are subject to 
collective bargaining agreements.  

Foreign Sales

Antenna Products' sales in international markets are primarily to foreign 
governments or prime contractors to foreign governments, and as such 
represents a small percentage of the overall Company annual volume.  The level 
of profits from and the commitment of assets to this portion of the business 
is no greater or no less than that of other market segments.  International 
sales for 1997, 1996, and 1995 were 8.6%, 5.0%, and 5.5%, respectively, of 
total sales.

Item 2.  PROPERTIES

Antenna Products Corporation owns a ten acre industrial site located along US
Highway 180 in Mineral Wells, Texas.  The facility consists of a main 
building containing 60,000 square feet of manufacturing area and 10,000 
square feet of administrative and engineering offices; a second building 
containing 20,000 square feet of manufacturing and shipping area; and a third
building containing 15,000 square feet utilized for receiving and material 
control. Three additional auxiliary buildings which total in excess of 13,350
square feet are utilized for chemical etching, painting and storage.  The 
facilities are in good condition and with the current complement of 
machinery and equipment are suitable and more than adequate to meet 
production requirements. Dependent on the mix of product types in process in 
any given time period, the Company could potentially more than double output 
with current and planned plant, property and equipment.  Antenna Products 
carries a bank note on the manufacturing facility that is amortized over 
twenty years ending in the year 2011.

Metal Finishing owns a 13,000 square foot facility in Grand Prairie, Texas 
with state of the art plating equipment and a fully closed loop waste water 
treatment system.  The facilities are in good condition with ability to 
increase capacity by 50 to 100% by adding additional employees.  Metal 
Finishing has a note payable on the plating facility with the prior owner 
that is amortized over 10 years ending in the year 2004.

Thirco owns a fifty acre test site in Mineral Wells, Texas.  The site 
includes three buildings with 28,000 square feet of space.  The space is 
currently being leased to Antenna Products for test activity with some 
storage of inventory.  The two larger buildings, if needed, are suitable with
rearrangement and some conversion expense, for additional manufacturing 
utilization.

Item 3.  LEGAL PROCEEDINGS

A customer of Antenna Products has made a warranty claim for an unspecified 
amount.

Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of security holders through the 
solicitation of proxies or otherwise during the fourth quarter of fiscal 
year 1997.

Item 4A.  EXECUTIVE OFFICERS OF THE REGISTRANT

The Executive Officers of Cabre Corp are selected and/or reaffirmed by the 
Board of Directors at the first meeting after the annual shareholders meeting
to serve at the discretion of the Board of Directors.

Name			               Age		    Position
Gary W. Havener		     56		     President and Chief Executive Officer
Clark D. Wraight		    53		     Vice President and Secretary Treasurer

Gary W. Havener was elected by the Board of Directors as President and Chief 
Executive Officer of Cabre Corp on January 24, 1992.  Mr. Havener has served 
as the Sole Director of Antenna Products Corporation since 1986. After 
the resignation of Gary L. Skaggs in January 1996, Mr. Havener now serves as 
the President of Antenna Products.  Mr. Havener also served as the Sole 
Director of Thirco, Inc. from its inception in November 1994 until January 
1996.  Since 1984 Mr. Havener has served as the President of Sinan Corp.

Clark D. Wraight was appointed by the Board of Directors as Vice President 
and Secretary Treasurer of Cabre Corp in January 1996 following the 
resignation of Gary L. Skaggs.  Mr. Wraight currently serves as Vice President 
and General Manager of Antenna Products.  Mr. Wraight joined Antenna Products
in September 1979 and was appointed Vice President of Engineering in May 
1981.  Mr. Wraight also serves as Sole Director and President of 
Thirco, Inc.

                                   PART II

Item 5.	MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SECURITY 
       	HOLDER MATTERS

The information in this item should be read in conjunction with the 
Management Discussion and Analysis of Financial Condition and Results of 
Operations in Item 6, and the Consolidated Financial Statements and the 
Related Notes thereto in Item 7.

Market Information For The Common Stock

Cabre Corp's common stock is traded in the Over-The-Counter market and is 
quoted in the NASDAQ System under the symbol "CABR".  

Effective June 16, 1994 Cabre Corp stock was reverse split one share for each
twenty outstanding.  Trading was based on 943,533 total common stock, par 
$2.00, outstanding until July 19, 1995 when 36,943 shares of Cabre stock were
retired.  March 18, 1996 Cabre Corp made a $2.00 per share tender offer to 
those shareholders holding 10 shares or less.  A total of 80 shares were 
retired due to this tender offer.  An additional $2.00 per share tender 
offer was made to those shareholders holding 10 shares or less on February 
28, 1997.  A total of 35 shares were retired due to this tender offer.  Since
April 16, 1997 trading is based on 906,471 outstanding shares.

The table below presents the high and low prices for the last two fiscal 
years and reflect inter-dealer prices, without retail mark-up, mark-down or 
commission and may not represent actual transactions.

                        					BID		
Quarter Ended			          High	    	Low
August  1995			           1 5/8		   			
November 1995			          1	      	 1						
February 1996			          1	      	 5/8					
May 1996			               1 1/2		   3/4	
August 1996			            1 1/8		   7/8
November 1996			          1 9/16		  1 3/16
February 1997			          1 1/2		   1 7/16
May 1997			               3 1/4		   2 1/8			


Holders

At July 31, 1997 there were approximately 484 holders of record of common 
stock.

Dividends

Cabre Corp has never paid a regular cash dividend on common stock and has no 
plans to institute payment of regular dividends.  

Item 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
	        RESULTS OF OPERATIONS

Selected Financial Data

The following table presents selected financial data of Cabre Corp.  The 
historical data (years 1993 - 1996) represents the audited data for the 
subsidiary Antenna Products Corporation and as such the number of common 
shares have been adjusted as if the merger with Cabre Corp had been effective
as of the year ending 1993.  This historical data should be read in 
conjunction with Consolidated Financial Statements and the Related Notes 
thereto in Item 7.  

                         					FISCAL  YEAR  ENDING  MAY  31
                              -----------------------------
                  1997       	1996   		   1995   	   	1994	      	1993

Net Sales		       $ 8,475,171	$10,572,140	$13,099,671	$12,312,099	$9,396,731	
Income from 
 continuing
  operations		    $263,246	   ($57,861)	  $141,679	   $463,436	   $303,469	
Income per share 
 from continuing 
  operations (1)  $.29		      ($.06)		    $.15		      $0.52 		    $0.35		
Total Assets		    $7,173,697	 $ 7,728,707	$10,102,631	$8,623,717	 $6,115,833	
Long Term Debt		  $2,421,956	 $ 2,668,367	$2,814,895	 $2,079,166	 $2,015,549	
Dividends Per                                                                
Common Share (1)	 $0.00  		   $0.00		     $0.00		     $0.00		     $0.00		
		
 (1)  Adjusted to  give retroactive effect to the 1 for 20 reverse stock 
      split dated June 16, 1994.

Results of Operation

Cabre Corp's on-going operation is that of its subsidiaries, Antenna Products
Corporation, Metal Finishing Corp, and Thirco, Inc. as previously discussed 
in Item 1.  The management discussion presented in this item relates to 
the operations of subsidiary units and the associated Consolidated Financials
as presented in Item 7.

Year ended May 31, 1997 ("1997") Compared with Year Ended May 31, 1996 ("1996")

Antenna Products Corporation

Net sales decreased by $2.0 million or 20% to $8.0 million in 1997.  Orders 
increased 13% from $8.7 million in 1996 to $9.9 million in 1997.  The ending 
backlog of firm orders at year end was $5.1 million, up 38% from the 
prior year end backlog of $3.7 million.   Orders and backlog increased due to
the subsidiary's success in commercial markets in 1997.

Gross margin rates increased from 11.6% in 1996 to 20.7% in 1997 as a result 
of the reorganization of the subsidiary in 1996.  Sales and administrative 
expenses were $1.0 million or 12.8% of sales in 1997.  In 1996, sales 
and administrative expenses were $838 thousand or 8.4% of sales.  R&D 
activity decreased slightly from $251 thousand or 2.4% of sales in 1996 to 
$224 thousand or 2.7% of sales in 1997.

The R&D effort on a new motorized telescopic mast was completed and the first
production units were delivered in 1997.  Additional units are on order for 
delivery in 1998.

Antenna Products also completed the development of a new line of commercial 
antennas for the wireless communication industry.  A total of 30 different 
models of directional or sector antennas are currently available 
from Antenna Products for the new personal communications system (PCS) 
frequency range of 1850-1990 MHz.  These antennas have horizontal beam widths
of 65 to 90 degrees with the gain ranging from 4 dBi to 20 dBi.  Six 
omnidirectional PCS antennas are also available with varying degrees of 
electrical downtilt and gain varying from 4 dBi to 11 dBi.  The sector and 
omnidirectional antennas have successfully completed environmental testing at
an independent laboratory and the first production units have been delivered 
for field installation.

In addition, six new models of automatic meter reading (AMR) omnidirectional 
and sector antennas that operate in the frequency range of 1410-1450 MHz have
been developed.  Forty two of these antennas were delivered in 1997.

Net interest expense decreased from $417 thousand to $205 thousand as the 
demand for cash lessened and the revolving loan line was paid down.  The 
subsidiary experienced a net profit of $283 thousand compared to a net 
loss of $67 thousand in 1996.  The subsidiary is expected to continue to be 
profitable in 1998.

Metal Finishing Corp 
  
Net sales decreased from $616 thousand in 1996 to $509 thousand in 1997.  
Sales and administrative expenses were $121 thousand in 1997 compared to $158
thousand in 1996.  Net interest expense was $62 thousand in 1997 
compared to $77 thousand in 1996.  Operations in 1997 resulted in a net loss 
of $60 thousand compared to a net loss of $42 thousand in 1996.

Cabre Corp consolidated sales from operations were $8.5 million with an 
income before taxes of $409 thousand in 1997.  This compares to $10.6 million
in consolidated sales with  a loss of $69 thousand before taxes in 1996.  Net 
income  for 1997 was $263 thousand compared to a net loss of $58 thousand in 
1996.
 
Year Ended May 31, 1996 ("1996") Compared With Year Ended May 31, 1995 ("1995")

Net sales decreased $2.5 million or 19% to $10.6 million due to the reduction
in government procurements in 1995 and 1996.  Orders for the year were $8.7 
million compared to $8.8 million in 1995.  Gross margin rates decreased 
from 25.8% in 1995 to 12.6% in 1996.  Selling and administrative expenses 
decreased from $2.70 million in 1995 to $880 thousand in 1996.  Expenses 
decreased due to the reorganization of Antenna Products.  Research and 
development expenses decreased from 5.0% of sales or $640 thousand in 1995 to
2.4% of sales or $251 thousand in 1996.  Net interest expense was $521 
thousand compared to $593 thousand in 1995.  Operations in 1996 resulted in a
net loss of $58 thousand compared to a net loss of $337 thousand in 1995.

Liquidity and Capital Resources

Funds generated from company operations are the major internal sources of 
liquidity and are supplemented by funds derived from capital markets, 
principally bank facilities.  The Company has available for the funding of its 
operations a $2.0 million revolving demand line of credit guaranteed by a 
principal shareholder.  The credit line is regulated under a borrowing base 
formula using inventories and accounts receivable as collateral.  The 
interest rate is established as one percentage point over Wall Street prime 
and is subject to a loan agreement with restrictive covenants.  The most 
restrictive financial covenant requires Antenna Products to maintain $1.5 
million in tangible net worth and $1.0 million of working capital.  At May 
31, 1997 Antenna Products had equity of $1.99 million and working capital of 
$2.14 million.  As of July 31, 1997, the Company had drawn $910 thousand of 
the $2.0 million line of credit with $1.1 million available and unused.  The 
revolving credit line agreement is renewable in September, 1997.  The Company
anticipates renewal of this credit line and has projected that the credit 
available is sufficient to cover the financing needs of the Company in 1998.

Net cash flow from operations was a positive $972 thousand in 1997 compared 
to a positive $2.37 million in 1996.  The significant change in cash flow 
resulted from the overall decrease in volume.  Inventory decreased $134 
thousand compared to a decrease of $969 thousand in 1996.  Accounts payable 
decreased $139 thousand and accounts receivable decreased $48 thousand.  In 
1996, accounts payable decreased $21 thousand and accounts receivable 
increased $781 thousand.  Cash and cash equivalents at the end of the year 
were $90 thousand, a decrease from $154 thousand at the end of the prior year.

Capital expenditures for 1997 were limited to $23 thousand.  The Company 
anticipates that the existing facilities and equipment are adequate to handle
the projected volumes in 1998 and intends to limit the 1998 capital program 
to less than $100 thousand for replacement items.
  
The Company has a long-term bank note for $1.2 million collateralized by the 
Antenna Products plant, property, and equipment.  The current balance is $965
thousand with payments amortized over 20 years ending in 2011.  The interest 
is variable at one half point over prime interest rate with the note 
supported by an FmHA guarantee under the federal guidelines of a rural 
business industry loan.  The note is guaranteed by a principal shareholder.  
Antenna Products also has an $800 thousand note to a principal stockholder on
which it pays interest at the prime interest rate. The commencement of 
principal payments are prohibited under the terms of the bank note until the 
bank debt is first paid.  

The Company has a long-term bank note for $450 thousand collateralized by 
Metal Finishing equipment and machinery.  Interest is variable at one point 
over prime with payments amortized over ten years ending in 2004.  The 
balance at year end was $375 thousand.  The Company also has a note to the 
prior owner of the Metal Finishing operation for $340 thousand collateralized
by the Metal Finishing facility.  Interest is variable at one point over 
prime with payments amortized over ten years ending in 2004.  The balance on 
the note at year end was $255 thousand.  

The Company does not expect any changes in payments or other provisions of 
the loan agreements now in place.

Item 7.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The consolidated financial statements listed in Item 14 are included in this 
report on pages F-1 through F-12.

Item 8. 	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND 
        	FINANCIAL DISCLOSURE

None

                                    PART III

Item 9. 	DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

This information is included in Part I as Item 4A., entitled "Executive 
Officers of the Registrant", and will be included in the definitive Proxy 
Statement dated August 16, 1997 as filed with the Securities and Exchange 
Commission, and is incorporated herein by reference.
	
Item 10.  EXECUTIVE COMPENSATION

This information will be included in the Company's definitive Proxy Statement
dated August 16,1997 filed with the Securities and Exchange Commission and is
incorporated herein by reference.

Item 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

This information will be included in the Company's definitive Proxy Statement
dated August 16,1997 filed with the Securities and Exchange Commission and is
incorporated herein by reference.
	
Item 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

This information will be included in the Company's definitive Proxy Statement
dated August 16,1997 filed with the Securities and Exchange Commission and is
incorporated herein by reference.


                                  PART IV

Item 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

	(a)	The following documents are filed as part of this report:

    	1. 	Financial Statements.  The following consolidated financial statements 
         of Cabre Corp and subsidiaries and independent auditors' report are 
         presented on pages F-1 through F-12: 

        	Consolidated Balance Sheets - May 31, 1997 and 1996

        	Consolidated Statements of Operations - Years Ended May 31, 1997 and
         1996.

        	Consolidated Statement of Shareholders' Equity -Years Ended May 31, 
         1997 and 1996.

        	Consolidated Statements of Cash Flows - Years Ended May 31, 1997, and 
         1996.

        	Notes To Consolidated Financial Statements

        	Independent Auditors' Report

	2. 	Financial Statement Schedules.  Not applicable.	

   		All other schedules have been omitted because the required information 
     is shown in the consolidated financials or notes thereto, or they are 
     not applicable.

	3.  Exhibits
		
	    None			
		
     (b)  Reports On Form 8-K.  

 	        None


                               SIGNATURES
 
Pursuant to the requirements of Section 13 or 15(d) 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.
 
DATED:  August 16, 1997.


                                   								Cabre Corp
					                            BY	S/O/F Gary W. Havener  
                                          ---------------------
						                              Principal Executive Officer and Director


Pursuant to the requirements of the Securities Exchange Act of 1934, this 
report has been signed below by the following persons on behalf of the 
Registrant and in the capacities and on the dates indicated.

Signature				                      Title					                      Date



S/O/F: Clark D. Wraight         Principal Financial Officer			August 16, 1997
					  ----------------         and Director


S/O/F:  Sam B. Ligon            Director					                 August 16, 1997
       ----------------






                                 CABRE CORP
                                  _______




                       CONSOLIDATED FINANCIAL STATEMENTS
                  for the years ended May 31, 1997 and 1996





                          CABRE CORP AND SUBSIDIARIES
                 Index To Consolidated Financial Statements


			
			                                                                  Page
Independent Auditors' Report		                                       F-2	
                                                         (Filed as EX-99)			
 Financial Statements:
  Consolidated Balance Sheets - May 31, 1997 and 1996		              F-3
  Consolidated Statements of Operations -		                          F-4
   years ended May 31, 1997 and 1996
  Consolidated Statements of Shareholders' Equity-		                 F-5
   years ended May 31, 1997 and 1996
  Consolidated Statements of Cash Flows -		                          F-6
   years ended May 31, 1997 and 1996
  Notes to Consolidated Financial Statements		                       F-7



                           CABRE CORP AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

                              May 31, 1997 and 1996
 
                                       ASSETS

                                                  1997              1996
                                                  ----              ----
Current assets:
 Cash and cash equivalents                       $    90,461     $    154,363
   Accounts receivable:
    Trade, net of allowances for 
     doubtful accounts of $59,822 in 1997 and 
      7,022 in 1996                                  835,828          779,954
      United States Government                       196,815          210,103
   Inventories                                     2,419,086        2,553,415
   Prepaid expenses and other assets                   8,162            5,674
   Income taxes receivable                                 -          118,594
   Deferred income taxes                             162,609          100,320
                                                 -----------      -----------
    Total current assets                           3,712,961        3,922,423

   Property and equipment, net                     3,460,736        3,806,284
                                                 -----------      -----------
                                                 $ 7,173,697      $ 7,728,707
                                                 ===========      ===========

                       LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
 Notes payable                                   $  615,000       $ 1,390,000
 Current portion of long-term debt                  233,796           225,037
 Accounts payable                                   502,733           381,446
 Accrued expenses                                   471,204           453,499
 Income taxes payable                                11,225                 -
                                                 ----------       -----------
  Total current liabilities                       1,833,958         2,449,982
                                                 ----------       -----------
  Long-term debt, less current portion            1,621,956         1,868,367
  Note payable to shareholder, less 
   current portion                                  800,000           800,000
  Deferred income taxes                             469,644           425,375
                                                 ----------       -----------
   Total long-term liabilities                    2,891,600         3,093,742
                                                 ----------       -----------
   Total liabilities                              4,725,558         5,543,724
                                                 ----------       -----------
Commitments and contingencies (Note 10)                   -                 -

Shareholders' equity:
 Preferred stock, $2.00 par, 2,000,000 
  shares authorized, no shares issued and 
   outstanding                                            -                 -
 Common stock, $2.00 par, 6,000,000 shares 
  authorized, 906,466 shares in 1997 and 
   906,511 shares in 1996 issued and 
    outstanding                                   1,813,111         1,813,201
 Additional paid-in capital                         126,381           126,381
 Retained earnings                                  508,647           245,401
                                                 ----------        ----------
  Total shareholders' equity                      2,448,139         2,184,983
                                                 ----------        ----------
                                                 $7,173,697        $7,728,707
                                                 ==========        ==========
             
         See accompanying notes to consolidated financial statements.

                          CABRE CORP AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF OPERATIONS

                   For the Years ended May 31, 1997 and 1996

                                              1997             1996
                                              ----             ----
Sales and contract revenues                   $ 8,475,171      $10,572,140 
Cost of sales and contracts                     6,721,847        9,235,375 
                                              -----------      -----------
 Gross profit                                   1,753,324        1,336,765 

Sales and administrative expenses               1,056,264          880,266 
                                              -----------      -----------
 Operating profit                                 697,060          456,499 
                                              -----------      -----------
Other income (expense):
 Interest expense                                (297,256)        (520,637)
 Interest income                                      779            9,709 
 Loss on disposal of assets                             -          (35,128)
 Other                                              8,472           20,598 
                                              -----------      -----------
Total other income (expense)                     (288,005)        (525,458)
                                              -----------      -----------
 Income (loss) before income taxes                409,055          (68,959)

Provision (benefit) for income taxes              145,809          (11,098)
                                              -----------      -----------
 Net income (loss)                            $   263,246      $   (57,861)
                                              ===========      ===========
 Earnings (loss) per common share:            $       .29      $     (.06)


           See accompanying notes to consolidated financial statements.

                         CABRE CORP AND SUBSIDIARIES

                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY

                  For the Years ended May 31, 1997 and 1996


                                 Common Stock
                                 ------------
                                                Additional
                          Number                Paid In   Retained
                          of Shares  Amount     Capital   Earnings  Total
                          ---------  ------     -------   --------  -----
Balance, May 31, 1995     906,591    $1,813,361 $126,381  $303,262  $2,243,004 

Retirement of stock           (80)         (160)       -         -        (160)

Net loss                        -             -        -   (57,861)    (57,861)
                          -------    ----------  -------  ---------  ----------
Balance, May 31, 1996     906,511     1,813,201  126,381    245,401   2,184,983 

Retirement of stock           (45)          (90)       -          -         (90)

Net income                      -             -        -    263,246     263,246 
                          -------    ----------  -------  ---------  ---------
Balance, May 31, 1997     906,466    $1,813,111  $126,381 $ 508,647  $2,448,139 
                          =======    ==========  ======== =========  ==========

        See accompanying notes to consolidated financial statements.


                           CABRE CORP AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                     For the Years ended May 31, 1997 and 1996

                                                     1997           1996
                                                     ----           ----
Cash flows from operating activities:
Net income (loss)                                   $   263,246    $   (57,861)
 Adjustments to reconcile net income (loss) 
  to net cash provided by operating activities:
   Depreciation and amortization                        368,224        370,322 
   Deferred federal income tax                           23,458         66,334 
   Loss on sale of assets                                     -         35,128 
   Changes in assets and liabilities
    Accounts receivable                                 (47,990)       780,927 
    Inventory                                           134,329        968,793 
    Payments received                                     5,404        (30,934)
    Prepaid expenses                                     (2,488)        12,298 
    Accounts payable and accrued expenses               138,992         21,213 
    Income taxes payable/receivable                      88,341        205,569 
                                                     ----------     ----------
 Net cash provided by operating activities              971,516      2,371,789 
                                                     ==========     ==========

Cash flows from investing activities:
 Purchase of property and equipment                     (22,676)       (48,238)
 Proceeds from sale of assets                                 -         56,352 
                                                     ----------     ----------
 Net cash provided (used) by investing activities       (22,676)         8,114 
                                                     ----------     ----------
Cash flows from financing activities:
 Net payments under bank lines of credit               (775,000)    (2,010,000)
 Issuance of long-term debt                                   -        400,000 
 Principal payments on long-term debt                  (237,652)      (769,407)
 Purchase of common stock                                   (90)          (160)
                                                     -----------    -----------
 Net cash used by financing activities               (1,012,742)    (2,379,567)
                                                     ----------     -----------
 Net increase (decrease) in cash and cash equivalents   (63,902)           336 
 Cash and cash equivalents at beginning of period       154,363        154,027 
                                                     ----------     ----------
 Cash and cash equivalents at end of period          $   90,461     $  154,363 
                                                     ==========     ==========
Supplemental disclosure of cash flow information:
 Cash paid during the period for:
  Interest (none capitalized)                        $  296,236     $  520,637 
  Income taxes                                          100,000         11,120 


         See accompanying notes to consolidated financial statements.

                          CABRE CORP AND SUBSIDIARIES

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 For the Years Ended May 31, 1997 and 1996

1.	Business

The Company operates as a "Holding" company with Antenna Products 
Corporation, Thirco, Inc. and Metal Finishing Corp. as its wholly owned 
subsidiaries.  Antenna Products and Metal Finishing Corp. are operating 
subsidiaries with Thirco serving as an equipment leasing company to Cabre's 
operating units.
	
Antenna Products Corporation designs, manufactures and markets antenna 
systems, towers, and communications accessories worldwide for the U.S. 
Government, both military and civil agencies, and prime contractors 
representing Antenna Products principal customers.

Metal Finishing Corp performs a wide range of metal finishes and surface 
enhancements to industries ranging from medical, electronics, oil & gas, 
fastener, packaging, and automotive as well as aerospace and defense 
contract work.

Following is a schedule of the Company's sales to major customers, as a 
percentage of total sales:

                                     				     Year ended May 31
                                              -----------------		
	                                             1997	        1996
                                              ----         ----
		Federal Government	                         40%         	48%
		Marconi Communications	                     *	           11%
		Wilcox Electric	                            17%	         12%
	
		*  Less than 10%
		
2.	Summary of Significant Accounting Policies

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and
its subsidiaries.  All significant intercompany balances and transactions are
eliminated in consolidation.

Sales and Contract Revenues and Related Costs

Sales and major production contract revenues, and related costs, are recorded
as completed units are shipped (unit price method).  Estimated losses on 
production contracts are reported in full at such time as the contract 
estimate indicates a loss.

Inventories

Inventories are stated at the lower of first-in, first-out cost or market, 
net of any applicable progress payments.

Property and Equipment

Property and equipment are recorded at cost and depreciated by the 
straight-line method over the expected useful lives of the assets.  
Expenditures for normal maintenance and repairs are charged to income, and 
significant improvements are capitalized.  The cost of assets sold or 
abandoned and the related accumulated depreciation are eliminated from the 
accounts and the net amount, less proceeds from disposal, is charged or 
credited to income.

Use of Estimates and Assumptions

Management uses estimates and assumptions in preparing financial statements 
in accordance with generally accepted accounting principles.  Those estimates
and assumptions affect the reported amounts of assets and liabilities, the 
disclosure of contingent assets and liabilities, and the reported revenues 
and expenses.  Actual results could vary from the estimates that were used.
			
Income Taxes

The Company accounts for income taxes pursuant to Statement of Financial 
Accounting Standards No. 109, "Accounting for Income Taxes" (SFAS 109) which 
utilizes the asset and liability method of computing deferred income taxes.  
The objective of the asset and liability method is to establish deferred tax 
assets and liabilities for the temporary differences between the financial 
reporting basis and the tax basis of the Company's assets and liabilities at 
enacted tax rates expected to be in effect when such amounts are realized or 
settled. 

Research and Development Costs

Research and development costs are charged to operations when incurred and 
are included in operating expenses.  The amounts charged for the years ended 
May 31, 1997 and 1996 were $224,300 and $250,515, respectively.

Cash and Cash Equivalents

For purposes of reporting cash flows, cash and cash equivalents include cash 
and certificates of deposit with original maturities of three months or less.

Shares, Per Share Data, Earnings (Loss) Per Share

Earnings (loss) per share are computed by dividing net income (loss) 
available for common stock by the weighted average number of common shares 
outstanding during the year.  Weighted average shares outstanding were 
906,466 and 906,511 for the years ended May 31, 1997 and 1996, respectively.  	
	
3.	Inventories

The major components of inventories are as follows:

                                		                 1997	       1996
                                                   ----        ----
	Raw materials	                               $    975,492	  $   675,876 
	Work in process	                                  792,471	      859,120 
	Finished goods	                                   651,123	    1,018,419
                                              ------------   -----------	
	                                             $  2,419,086	    2,553,415
	                                             ============   ===========

Certain allocable overhead costs such as depreciation, insurance, property 
taxes and utilities are included in inventory based upon percentages 
developed by the Company. The aggregate amount of these costs included in 
inventory during the years ended May 31, 1997 and 1996 were $368,225 and 
$443,145, respectively.

4.	Property and Equipment

The following is a summary of the Company's property and equipment:
                            		Estimated
		                            Useful Life         1997          1996
                              -----------         ----          ----
	Land	                             __         	$  475,136    	$  475,136
	Buildings and improvements	   15 - 30 years    2,023,217      2,023,217
	Machinery and equipment	      10 years         3,308,302      3,285,625
	Automobiles and trucks	       3 years             97,328         97,328
	Office furniture and fixtures	10 years           615,788        615,788
                                                ---------      ---------
		                                              6,519,771      6,497,094
	Less accumulated depreciation	                (3,059,035)    (2,690,810)
                                               ----------     -----------
	Net property and equipment	                   $3,460,736     $3,806,284
                                               ==========     ==========
5.	Notes Payable
At May 31, 1997 notes payable consist of a revolving note payable to a bank, 
maximum amount $2,000,000, interest payable monthly at the prime rate plus 1%
until September 30, 1997, when any unpaid principal and interest shall be due.

Prime rate was 8.50% and 8.25% at May 31, 1997 and 1996,  respectively.

Borrowings under the revolving note payable are collateralized by accounts 
receivable and inventories and cannot exceed an amount determined by a 
formula based upon the amount of certain qualified receivables and 
inventories as defined in the loan agreement.  At May 31, 1997, available 
borrowings under this credit facility were limited to the borrowing base 
amount of $2,130,000.  Borrowings are guaranteed by a principal shareholder 
and the Company must maintain a minimum net worth of $1,250,000 and working 
capital of $750,000.

6.	Long-Term Debt
At May 31, 1997 and 1996, long-term debt consists of the following:

			                                                1997            1996
                                                   ----            ----
Subordinated note payable to a principal 
shareholder.In the initial years only 
interest (at the prime rate) is payable 
with monthly principal payments scheduled 
to begin	in June 1999 and maturing in May 2004.   	$    800,000 	 $    800,000 

Note payable to a bank, guaranteed 80% by a 
U.S. Government	Agency, payable $8,900 per 
month, including interest at the prime rate 
plus 1/2%; collateralized by certain real estate 
and	fixtures and guaranteed by a principal 
shareholder; the Company is required to maintain 
$1,100,000 in working capital and $1,000,000
in equity.                                      		      964,673	     1,015,764

Note payable to an individual payable in 
monthly installments of	$2,833 plus interest 
at prime plus 1%, collateralized by a first lien
deed of trust on land and buildings.	 	                 255,010	       289,006

Note payable to a finance company payable in 
monthly installments	of $12,429, including 
interest at 9.47% until March 1999.		                   260,922        380,033
	
Note payable to a bank, payable in monthly 
installments of $5,820,	plus interest at 
prime plus 1%, collateralized by all machinery and
equipment, inventory and accounts receivable of 
Metal Finishing Corp.	                                  375,147	       408,601
                                                      ---------      ---------
                                                      2,655,752	     2,893,404

Less current portion of long-term debt                  233,796  	     225,037
                                                      ---------      ---------
Non-current portion of long-term debt  	             $2,421,956    	$2,668,367
                                                     ==========     ==========

Maturities of long-term debt for each of the five years subsequent to May 31,
1997 are as follows (including $160,000 per year beginning in June 1999 for 
the shareholders note, although it is subordinated to the note payable to a 
bank):

          		1998	          $   233,796
	          	1999         	     242,388
            2000         	     278,383 
		          2001	              285,653
		          2002	              293,596
		          Thereafter	      1,321,936

7.	Income Taxes

Components of the net income tax expense (benefit) for the years ended May 
31, 1997 and 1996 are as follows:

                                         				    1997   	       1996
                                                 ----           ----
Income taxes at statutory
 rate on income (loss) before income taxes  	$  139,000	     $   (18,135) 
Non-deductible losses		                  	        6,809	           7,037
                                             ----------      -----------
 Total provision (benefit)		               	$   145,809	     $   (11,098) 	
                                            ===========      ===========
Deferred portion of provision		             $    23,458     	$    66,334
Current portion (benefit)                       122,351   	      (77,432)
                                            -----------      -----------
	Total 	        	                           $   145,809     	$   (11,098)
                                            ===========      ===========
The components of the deferred income tax provision (benefit) at May 31, 1997
and 1996 are as follows:

                                   				         1997 	          1996
                                                ----            ----
	Accrued warranty claims		                $     (6,800) 	  $    (17,000) 
	Provision for allowance for
	 valuation of inventory                 	     (10,200)          23,800 
	Depreciation		                   	             56,700           59,900
	Bad debt provision			                         (17,952)               -
	Other		                   	                     1,710             (366)
                                           -----------     ------------
	 Total               		                 	$     23,458     $     66,334
                                          ============     ============

Components of the net deferred tax liability at May 31,1997 and 1996 are as 
follows:

                                 				        1997	            1996
                                             ----             ----
	Deferred tax liability for		                     
  taxable temporary differences       	$   469,644        $   425,375 
	Deferred tax assets for deductible
	 temporary differences		             	   (162,609)          (100,320)
                                       ------------       ------------
			               	                    $   307,035        $   325,055
                                       ============       ============

Taxable temporary differences arise from differences between depreciation of 
property, plant and equipment for tax and financial purposes.  Deductible 
temporary differences result from differences in timing of deduction of 
certain expenses, principally warranties, bad debts and group insurance and 
from an inventory valuation allowance for financial statement purposes.

8.	Profit Sharing Plan

The Company has an employee profit sharing plan under Section 401(k) of the 
Internal Revenue Code.  All employees with a minimum of one year of 
employment are eligible to participate.  Employees may contribute 
to the plan up to 20% of their salary with a maximum of $9,500 in 1997 and 
1996.  The Company will match employee contributions for an amount up to 3% 
of each employee's salary if certain earnings requirements are met.  
Contributions are invested at the direction of the employee in one or more 
funds.  Company contributions vest after three years of service.  Company 
contributions amounted to $36,985 and $35,030  for the years ended May 31, 
1997 and 1996, respectively.

9.	Segment Information

The Company has historically operated in one business segment, the 
manufacture of antenna systems, antenna towers, and communications 
accessories.  Effective November 30, 1994,  the Company also began to operate 
in the metal finishes market.  The metal finishes segment amounted to less 
than 10% of the Company's consolidated operations during each year.

10.  Commitments and Contingencies
	
The Company is involved in certain legal actions arising from normal business
activities.  Outside counsel an	management believe that the outcome of such 
proceedings will not materially affect the financial position or	results of 
operations of the company.

Concentration of Credit Risk

The Company deposits its cash primarily in deposits with major banks.  
Certain cash deposits may occasionally be in excess of federally insured 
limits.  The Company has not incurred losses related to its cash. 

The Company sells many of its products to the U.S. Government, both military 
and civil agencies, and prime contractors.  Although the Company might be 
directly affected by the funding of the defense industry, management does not
believe significant credit risk exists at May 31, 1997.

Ongoing credit evaluations of customers' financial condition are performed 
and, generally, no collateral is required.  The Company maintains reserves 
for potential credit losses and such losses have not exceeded management's 
expectations.  

Fair Value of Financial Instruments

The following disclosure of the estimated fair value of financial instruments
is made in accordance with the requirements of SFAS No. 107, Disclosures 
about Fair Value of Financial Instruments.  The estimated fair	value amounts 
have been determined by the Company, using available market information and 
appropriate	valuation methodologies.

The fair value of financial instruments classified as current assets or 
liabilities including cash and cash equivalents, receivables and accounts 
payable approximate carrying a value due to the short-term maturity of 
the instruments.  The fair value of short-term and long-term debt approximate
carrying value based on their effective interest rates compared to current 
market rates.