<PAGE>   1
                              UNITED STATES
                   SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.  20549

                                FORM 10-Q

              QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
                   THE SECURITIES EXCHANGE ACT OF 1934


For period ended January 31, 1997       Commission file number 0-588
                 ----------------                              -----



                           COMMERCIAL INTERTECH CORP.
------------------------------------------------------------------------------
         (Exact name of registrant as specified in its charter)


             Ohio                                  34-0159880
----------------------------------   ----------------------------------
   (State or other jurisdiction of             (I.R.S. Employer
   incorporation or organization)              Identification No.)

    1775 Logan Avenue, Youngstown, Ohio               44501-0239
-------------------------------------------   -------------------------
   (Address of principal executive offices)           (Zip Code)

                             (330) 746-8011
--------------------------------------------------------------------------------
   Registrant's telephone number, including area code


                             Not Applicable
--------------------------------------------------------------------------------
   Former name, former address and former fiscal year, if changed since last
   report.


   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 such 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 issuer's classes of
   common stock, as of the latest practical date.

   Common Stock, $1 Par Value--14,088,277 shares as of February 28, 1997
                               ----------
--------------------------------------------------------------------------------

<PAGE>   2
                                      INDEX

                           COMMERCIAL INTERTECH CORP.


Part I.  Financial Information


Item 1.  Financial Statements (Unaudited)

           Consolidated condensed balance sheets - January 31, 1997
           and October 31, 1996

           Consolidated condensed statements of income - Three months ended
           January 31, 1997 and 1996

           Statements of consolidated cash flows - Three months ended 
           January 31, 1997 and 1996

           Notes to consolidated condensed financial statements -
           January 31, 1997


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






Part II. Other Information


Item 6.  Exhibits and Reports on Form 8-K



Signatures




<PAGE>   3
<TABLE>
<CAPTION>


                          PART I. FINANCIAL INFORMATION
                   COMMERCIAL INTERTECH CORP. AND SUBSIDIARIES
                CONSOLIDATED CONDENSED BALANCE SHEETS (unaudited)

(Thousands of dollars)                                January 31, October 31,
                                                         1997        1996
ASSETS                                                -----------------------
------
<S>                                                    <C>         <C>     
   CURRENT ASSETS:
      Cash and cash equivalents . . . . . . . . . . .  $ 23,215    $ 27,552
      Accounts receivable, less allowance
         (1997-$1,953; 1996-$1,724) . . . . . . . . .    69,373      70,399
      Inventories . . . . . . . . . . . . . . . . . .    60,125      58,129
      Deferred income tax benefits. . . . . . . . . .    15,095      15,515
      Prepaid expenses. . . . . . . . . . . . . . . .     5,572       4,012
      Receivable from discontinued operations . . . .     6,637      10,184
      Dividend receivable from discontinued
         operations . . . . . . . . . . . . . . . . .     2,187       4,612
                                                        -------    --------
                                 TOTAL CURRENT ASSETS   182,204     190,403

   PROPERTY, PLANT AND EQUIPMENT. . . . . . . . . . .   211,880     196,909
      Less allowance for depreciation . . . . . . . .   106,364     100,289
                                                       --------    --------
                                                        105,516      96,620

   NONCURRENT ASSETS:
      Intangible assets . . . . . . . . . . . . . . .    41,473       9,051
      Pension assets. . . . . . . . . . . . . . . . .    37,751      37,371
      Other assets. . . . . . . . . . . . . . . . . .     2,702       3,671
                                                       --------    --------
                              TOTAL NONCURRENT ASSETS    81,926      50,093
                                                       --------    -------- 
                                         TOTAL ASSETS  $369,646    $337,116
                                                       ========    ========

LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
   CURRENT LIABILITIES:
      Bank loans. . . . . . . . . . . . . . . . . . .  $    501    $  2,745
      Accounts payable and accrued expenses . . . . .    90,158     105,939
      Accrued income taxes. . . . . . . . . . . . . .     3,531       4,385
      Dividends payable . . . . . . . . . . . . . . .     2,518       2,449
      Current portion of long-term debt . . . . . . .     8,129         705
                                                       --------    --------
                            TOTAL CURRENT LIABILITIES   104,837     116,223

   NONCURRENT LIABILITIES:
      Long-term debt. . . . . . . . . . . . . . . . .   136,619      93,415
      Deferred income taxes . . . . . . . . . . . . .    15,954      15,495
      Postretirement benefits . . . . . . . . . . . .    24,676      24,822
                                                       --------    --------
                         TOTAL NONCURRENT LIABILITIES   177,249     133,732


   SHAREHOLDERS' EQUITY:
      Preferred stock, no par value:
         Authorized:  10,000,000 shares
         Series A participating preferred shares. . .         0           0
         Series B ESOP convertible preferred shares
            Issued:  1997 - 1,039,657 shares
                     1996 - 1,039,657 shares. . . . .    24,172      24,172
      Common stock, $1 par value:
         Authorized:  30,000,000 shares
         Issued:  1997 - 13,810,127 shares (excluding
            2,219,994 in treasury); 1996 - 13,559,579
            shares (excluding 2,211,868 in treasury).    13,810      13,560
      Capital surplus . . . . . . . . . . . . . . . .     1,182           0
      Retained earnings . . . . . . . . . . . . . . .    68,588      67,808
      Deferred compensation . . . . . . . . . . . . .   (16,337)    (17,594)
      Translation adjustment. . . . . . . . . . . . .    (3,855)       (785)
                                                       --------    --------
                           TOTAL SHAREHOLDERS' EQUITY    87,560      87,161
                                                       --------    --------

           TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY  $369,646    $337,116
                                                       ========    ========
</TABLE>


<PAGE>   4
<TABLE>
<CAPTION>

                   COMMERCIAL INTERTECH CORP. AND SUBSIDIARIES
             CONSOLIDATED CONDENSED STATEMENTS OF INCOME (unaudited)


                                           THREE MONTHS ENDED
(Thousands of dollars)                        January 31,
                                           ------------------
                                            1997       1996
                                            ----       ----
<S>                                       <C>        <C>     
Net sales . . . . . . . . . . . . . . . . $116,716   $106,962
Less costs and expenses:
   Cost of products sold. . . . . . . . .   88,403     80,109
   Selling, administrative and
      general expenses. . . . . . . . . .   22,744     21,782
                                          --------   --------
                                           111,147    101,891
                                          --------   --------
Operating income. . . . . . . . . . . . .    5,569      5,071

Nonoperating income (expense):
   Interest income. . . . . . . . . . . .      201        331
   Interest expense . . . . . . . . . . .   (2,635)    (1,397)
   Foreign currency gains . . . . . . . .      494        182
   Other. . . . . . . . . . . . . . . . .      534        224
                                          --------   --------
                                            (1,406)      (660)
                                          --------   --------

Income from continuing operations
   before income taxes. . . . . . . . . .    4,163      4,411

Income taxes. . . . . . . . . . . . . . .    1,211      1,009
                                          --------   --------

Income from continuing operations . . . .    2,952      3,402

Income from discontinued operations . . .        0      1,851
                                          --------   --------
Net income. . . . . . . . . . . . . . . . $  2,952   $  5,253
                                          ========   ========

Preferred stock dividend. . . . . . . . .      514        521
                                          --------   --------
Net income applicable to common
   stock. . . . . . . . . . . . . . . . . $  2,438   $  4,732
                                          ========   ========

Earnings per share of common stock:
   Primary:
     Income from continuing operations. .    $0.17      $0.18
     Income from discontinued operations.     0.00       0.12
     Net income . . . . . . . . . . . . .     0.17       0.30
   Fully diluted:
     Income from continuing operations. .    $0.17      $0.18
     Income from discontinued operations.     0.00       0.11
     Net income . . . . . . . . . . . . .     0.17       0.29

   Cash dividends declared. . . . . . . .   $0.135     $0.135
</TABLE>



<PAGE>   5
<TABLE>
<CAPTION>

                   COMMERCIAL INTERTECH CORP. AND SUBSIDIARIES
                STATEMENTS OF CONSOLIDATED CASH FLOWS (unaudited)

                                                          THREE MONTHS ENDED
(Thousands of dollars)                                        January 31,
                                                          ------------------
                                                            1997      1996
                                                            ----      ----
<S>                                                       <C>      <C>     
OPERATING ACTIVITIES:
   Net income. . . . . . . . . . . . . . . . . . . . . .  $ 2,952  $  5,253
   Adjustments to reconcile net income to net cash
      provided by operating activities:
         Discontinued operations . . . . . . . . . . . .        0    (1,851)
         Provision for depreciation and amortization . .    3,532     2,836
         Amortization of deferred credit . . . . . . . .     (414)   (2,617)
         Postretirement benefit. . . . . . . . . . . . .       97         9
         Pension plan credits. . . . . . . . . . . . . .     (684)     (342)
         Change in deferred income taxes . . . . . . . .      582       480
         Change in current assets and liabilities:
            Decrease in accounts receivable. . . . . . .    4,966     7,435
            (Increase) in inventories. . . . . . . . . .     (122)   (1,538)
            (Increase) in prepaid expenses and
               other current assets. . . . . . . . . . .   (1,862)     (685)
           Decrease in receivable from discontinued
               operations. . . . . . . . . . . . . . . .    3,661         0
            (Decrease) in accounts payable and
               accrued expenses. . . . . . . . . . . . .  (12,102)  (11,000)
            (Decrease) in accrued income taxes . . . . .     (480)     (881)
                                                         --------  -------- 
   Net cash provided (used) by continuing operations . .      126    (2,901)
   Net cash (used) by discontinued operations. . . . . .        0      (537)
                                                         --------  --------
   Net cash provided (used) by operating activities. . .      126    (3,438)

INVESTING ACTIVITIES:
   Proceeds from sale of fixed assets. . . . . . . . . .      739       558
   Business acquisition. . . . . . . . . . . . . . . . .  (39,359)        0
   Investment in intangibles . . . . . . . . . . . . . .     (644)        0
   Capital expenditures. . . . . . . . . . . . . . . . .   (2,041)   (5,753)
                                                         --------  -------- 
   Net cash (used) by investing activities . . . . . . .  (41,305)   (5,195)

FINANCING ACTIVITIES:
   Proceeds from long-term debt  . . . . . . . . . . . .   57,814         0
   Principal payments on long-term debt  . . . . . . . .  (12,656)   (3,070)
   Net borrowings under bank loan agreements . . . . . .   (4,784)    5,484
   Proceeds from reserve contracts . . . . . . . . . . .        0       290
   Conversion of other assets. . . . . . . . . . . . . .   (1,409)      (57)
   Dividends from discontinued operations. . . . . . . .    2,425         0
   Dividends paid. . . . . . . . . . . . . . . . . . . .   (2,338)   (2,670)
                                                         --------  -------- 
   Net cash provided (used) by financing activities. . .   39,052       (23)

Effect of exchange rate changes on cash. . . . . . . . .   (2,210)   (2,445)
                                                         --------  -------- 

Net (decrease) in cash and cash equivalents. . . . . . .   (4,337)  (11,101)

Cash and cash equivalents at beginning of period . . . .   27,552    32,949
                                                         --------  --------
Cash and cash equivalents at end of period . . . . . . . $ 23,215  $ 21,848
                                                         ========  ========

Supplemental disclosures:
   Cash paid during the period for:
      Interest . . . . . . . . . . . . . . . . . . . . .   $2,894    $  554
      Income taxes . . . . . . . . . . . . . . . . . . .    1,109     2,712
</TABLE>


<PAGE>   6





COMMERCIAL INTERTECH CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (unaudited)

January 31, 1997

Note A - Basis of Presentation
------------------------------

         The accompanying unaudited consolidated condensed financial statements
         have been prepared in accordance with generally accepted accounting
         principles for interim financial information and with the instructions
         to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not
         include all of the information and footnotes required by generally
         accepted accounting principles for complete financial statements. In
         the opinion of management, all adjustments (consisting of normal
         recurring accruals) considered necessary for a fair presentation have
         been included. Operating results for the three-month period ended
         January 31, 1997 are not necessarily indicative of the results that may
         be expected for the year ended October 31, 1997. For further
         information, refer to the consolidated financial statements and
         footnotes thereto included in Commercial Intertech Corp. and
         Subsidiaries' annual report on Form 10-K for the year ended October 31,
         1996.


Note B - Discontinued Operations
--------------------------------

         On July 29, 1996 the Board of Directors of Commercial Intertech Corp.
         approved a plan to spin-off the fluid purification business by
         declaring a dividend distribution of 100% of the common stock of CUNO
         Incorporated ("CUNO") on a pro-rata basis to the holders of Commercial
         Intertech common shares (the "Distribution"). Each holder of record of
         Commercial Intertech common shares at the close of business on
         September 10, 1996, the record date for the Distribution, received one
         share of CUNO Common Stock for every one common share of Commercial
         Intertech. No fractional shares of CUNO were issued. The net assets and
         operating results of CUNO are presented in all the accompanying
         consolidated financial statements as a discontinued operation.

         In connection with the spin-off, the Board of Directors of Commercial
         Intertech declared a dividend of approximately $35,675,000 payable from
         the CUNO locations to the parent, and immediately prior to the
         Distribution, CUNO assumed $30,000,000 of Commercial Intertech's debt
         in the form of a dividend.

         The Company and CUNO have entered into a Tax Allocation Agreement in
         connection with the distribution. In addition, the Company and CUNO
         have entered into a Distribution and Interim Services Agreement
         which provides that certain services which have historically been
         provided to CUNO by the Company will continue to be provided following
         the Distribution Date, at rates specified in such agreement, for a
         period of up to twelve months.

<PAGE>   7

Note C - Long-Term Debt
-----------------------

         In November, 1996, the Company used approximately $27.0 million of the
         senior revolving credit and term loan facilities negotiated at the end
         of fiscal 1996 to finance the acquisition (including working capital)
         of Ultra Hydraulics Limited. In addition to the $27.0 million,
         approximately $22.0 million was financed with loan notes to the
         principal owners of Ultra Hydraulics at LIBOR less one percentage
         point. The loan notes are guaranteed by the senior revolving credit and
         term loan agreement.


Note D - Per-Share Data
-----------------------

         Per-share data was computed using the weighted average number of common
         shares outstanding during the period. The preferred stock issued in
         February, 1990 was determined not to be a common stock equivalent for
         primary earnings per share. In computing primary earnings per common
         share, the Series B preferred dividends and adjustments reduce income
         available to common shareholders.

         In computing fully diluted earnings per share, dilution is determined
         by dividing net earnings by the weighted average number of common
         shares outstanding during the period after giving effect to dilutive
         preferred stock assumed converted to common stock. The dilutive
         calculation assumes conversion of Series B preferred stock to common
         shares and the subsequent adjustment for dividend rates to arrive at
         income available to common shareholders.









<PAGE>   8



<TABLE>
<CAPTION>

Note E - Inventories
--------------------

     Inventories consisted of the following:

                                 January 31,     October 31,
                                    1997            1996
                                 -----------     -----------
                                       (in thousands)
<S>                                <C>            <C>    
            Raw materials          $22,805        $21,090
            Work-in-process         26,395         27,353
            Finished goods          10,925          9,686
                                   -------        -------
                                   $60,125        $58,129
                                   =======        =======

</TABLE>


Note F - Segment Reporting
--------------------------

         The Company is engaged in the design, manufacture and sale of products
         in two segments:
<TABLE>
<CAPTION>

                                              THREE MONTHS ENDED
                                                   JANUARY 31,
                                              ------------------
                                                1997        1996
                                                ----        ----
                                                 (in thousands)
       (THOUSANDS OF DOLLARS)

       HYDRAULIC SYSTEMS
<S>                                           <C>        <C>     
            Net sales                         $ 78,207   $ 66,549
            Operating income                     3,431      4,013


       BUILDING SYSTEMS AND METAL PRODUCTS
            Net sales                         $ 38,509   $ 40,413
            Operating income                     2,138      1,058



       TOTAL
            Net sales                         $116,716   $106,962
            Operating income                     5,569      5,071
            Percent to sales                      4.8%       4.7%

</TABLE>








<PAGE>   9

Note G - Acquisitions
---------------------

         On November 18, 1996, the Company reported it acquired all of the
         outstanding common stock of Ultra Hydraulics Limited through its wholly
         owned subsidiary, Commercial Intertech Limited, located in the United
         Kingdom. Ultra Hydraulics is headquartered near Gloucester, England and
         employs more than 300 men and women in the United Kingdom and the
         United States. The acquisition was accounted for as a purchase
         transaction and included in the accompanying financial statements since
         the acquisition date.

         The initial purchase price for the stock of Ultra Hydraulics was
         approximately $39.4 million. The purchase price was determined by arm's
         length negotiation between the parties. The initial purchase price is
         subject to adjustments based upon audit.




<PAGE>   10



MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS



FIRST QUARTER 1997 COMPARED TO FIRST QUARTER 1996
-------------------------------------------------

         On July 29, 1996, the Company's Board of Directors declared a dividend
to Commercial Intertech common shareholders of 100 percent of the common stock
of CUNO Incorporated, its fluid filtration and purification subsidiary. The new
CUNO shares were distributed on the basis of one common share of CUNO for each
Commercial Intertech common share outstanding, payable to holders of record as
of the close of business on August 9, 1996. On September 9, 1996, the SEC and
Nasdaq approved the CUNO shares for trading on the stock exchange. The CUNO
financial results and net assets have been restated and reported as a
discontinued operation in the accompanying consolidated financial statements.

         Record first quarter revenues were reported by the Company.
Consolidated net revenues of $116,716,000 during the first three months of
fiscal 1997 were $9,754,000 or 9 percent higher than the same period last year.
Income from continuing operations of $2,952,000 was $450,000 or 13 percent lower
than the first quarter of fiscal 1996.

         Record first quarter revenues from operations in the United States of
$64,646,000 were $5,209,000 or 9 percent higher than last year. Both of the
Corporation's business segments reported record first quarter revenues. The
domestic Hydraulic Systems Group netted revenues of $50,368,000, an 11 percent
increase in shipments over last year, while the domestic Metal Products Group
recorded slightly higher sales over last year's previous first quarter record
performance. Revenues reported by foreign operations in the current quarter of
$52,070,000 were $4,545,000 or 10 percent higher than the first quarter of
fiscal 1996. The foreign Hydraulic Systems Group reported record sales of
$27,839,000 in the first quarter of this year with revenue gains realized by all
market segments served by this segment, while the Astron Division reported a
decrease of 7 percent. Total foreign revenues would have been $812,000 or 
2 percent higher adjusted for the effects of exchange rate differences.

         Consolidated gross profit of $28,313,000 was $1,460,000 or 5 percent
higher than the same period last year on the strength of increased sales volume
as gross profit margins decreased almost one percentage point. Expenses incurred
to develop new products and a slow start for operations acquired in the United
Kingdom adversely impacted gross profit margins for the period.

<PAGE>   11



         Selling, administrative and general expenses of $22,744,000 were
$962,000 or 4 percent higher than last year. Nearly all of the year-over-year
increase resulted from the added operating expenses associated with acquired
businesses. The Company continues an aggressive program to broaden market
penetration in all its product lines. Increased expenses incurred by the Company
associated with maintaining its sales and engineering capabilities is expected
to position the Company for future growth in an emerging global market.

         Operating income during the current quarter of $5,569,000 was $498,000
or 10 percent higher than the same period last year. The Metal Products Group
reported a significant improvement in operating income over the first quarter of
1996. The domestic Metal Stampings business repeated the excellent operating
performance achieved last year. The Astron Division realized a significant gain
in earnings despite adverse weather conditions, which hampered shipping activity
during the current period. Included in the current quarter results for the
Hydraulic Systems Group is a $0.4 million subsidy extension negotiated with the
German federal government. The $0.4 million subsidy recognized in the first
quarter of 1997 compares to $2.6 million amortization of deferred credit during
the same period last year.

         During the first three months of fiscal 1997, nonoperating expenses of
$1,406,000 were $746,000 or 113 percent higher than last year. Interest expense
of $2,635,000 was $1,238,000 higher than last year, due principally to debt
incurred to fund the repurchase of 2.0 million common shares, to purchase the
outstanding loans of the Company's Employee Stock Ownership Plan ("ESOP"), and
to fund the acquisition of Ultra Hydraulics Limited, located in the United
Kingdom, on November 16, 1996. Foreign currency gains realized due to
fluctuating exchange rates and gains on the disposal of assets, principally in
the United States, offset a portion of the increased interest expense.
Meanwhile, interest income of $201,000 was $130,000 lower than last year, as the
Company experienced a general decrease in interest rates over the past year.

         The Corporation's effective income tax rate of 29 percent during the
first quarter of fiscal 1997 is higher than the same period last year. The
Company continues to utilize tax loss carryforwards in Germany. Income from
discontinued operations in the first quarter of fiscal 1996 of $1,851,000, net
of income taxes, relate to the CUNO operations which were spun-off by the
Company in September 1996.

<PAGE>   12


FINANCIAL CONDITION
-------------------

         Cash and cash equivalents decreased $4,337,000 during the first quarter
of fiscal 1997. Operating performance netted cash provided by continuing
operations of $126,000 compared to cash used of $2,901,000. Cash used by
discontinued operations during the first three months of fiscal 1996 was
$537,000. Cash used by investing activities of $41,305,000, compared to
$5,195,000 last year, was higher due to the acquisition of Ultra Hydraulics
Limited in the first quarter, fiscal 1997. Capital expenditures of $2,041,000
were 65 percent lower than the first quarter of fiscal 1996. The Corporation
continues to diligently monitor its capital spending requirements in light of
current market trends and economic conditions. Cash provided by financing
activities was over $39,000,000 higher than last year due principally to long
term debt incurred as part of the recent Ultra Hydraulics acquisition.

         Internal cash flows are expected to continue to be sufficient to
provide the necessary resources to support operating requirements and to finance
capital expenditure programs. Supplemental borrowings against existing credit
facilities will also be utilized as needed to finance the capital spending
programs.

         All-time record customer orders of $145,550,000 were received during
the first three months of fiscal 1997, shattering the previous record of
$124,443,000 reported during the third quarter of fiscal 1996. Net bookings
received during the current fiscal quarter were 27 percent higher than the same
period last year, adjusted for foreign currency exchange differences, and 
32 percent higher than orders received during the fourth quarter of fiscal 1996,
parity adjusted. Current period orders received by the Hydraulic Systems Group
in the United States were 15 percent higher than the same period last year,
while bookings received overseas were 28 percent higher than fiscal 1996,
adjusted for parity differences. While domestic Metal Products Group orders
received were only slightly lower than last year, orders received by the Astron
Division overseas were 79 percent higher than the first three months of fiscal
1996, adjusted for fluctuations in foreign currencies.

         Worldwide ending order backlog of $180,908,000 is at its highest level
in the Company's 76-year history. The amount of unshipped orders is 32 percent
higher than the balance at the end of fiscal 1996 and 15 percent higher than the
ending order backlog 12 months ago, both adjusted for foreign currency exchange
rate differences.


<PAGE>   13

         The Company expects year-over-year gains in both revenues and income
for its business units in fiscal 1997. This optimism is based on expectations
for moderate growth in the U.S. economy, the imminent launch of a series of new
product offerings and continuing success in its efforts to lower its cost of
operations. Improved business conditions in Europe and other foreign markets
served by the Company, and the recent extension of operating subsidies from the
German government for our facilities located in that country further enhance the
opportunity for substantial growth in earnings for 1997.


FORWARD-LOOKING INFORMATION
---------------------------

         Forward-looking statements contained in this 10-Q government filing are
made pursuant to the safe harbor provision of the Private Securities Litigation
Reform Act of 1995. The Company cautions that a number of important factors
could cause the Company's actual results for 1997 and beyond to differ
materially from those expressed in any forward-looking statements made by or on
behalf of the Company. These important factors include, without limitation,
demand for the Company's products; the Company's ability to manufacture
commercial quantities of its products on an efficient and cost effective basis;
competition by rival developers of hydraulic systems and building systems and
metal products; changes in technology; customer preferences; growth in the
hydraulic systems and building systems and metal products industries and general
economic business conditions. These important factors and other factors which
could affect the Company's results are detailed in the Company's filings with
the Securities and Exchange Commission and are included herein by reference. The
Company assumes no obligation to update the information in this filing.



<PAGE>   14



                           PART II. OTHER INFORMATION
<TABLE>
<CAPTION>
Item 6.  Exhibits and reports on Form 8-K

(a) Exhibit I - computation of per share earnings (unaudited)
    (in thousands, except per share data)
                                                     Three Months Ended
                                                        January 31,
                                                     ------------------
                                                      1997       1996
                                                      ----       ----
Primary
-------
<S>                                                <C>         <C>
  Average shares outstanding....................     13,703    15,444
  Net effect of dilutive stock options -
      based on the treasury stock method
      using average market price................        420       159
                                                    -------   -------
          Total.................................     14,123    15,603
                                                    =======   =======

  Income from continuing operations.....            $ 2,952   $ 3,402
  Preferred stock dividends and adjustments.....       (514)     (521)
                                                    -------   ------- 
  Income applicable to common stock.............    $ 2,438   $ 2,881
                                                    =======   =======
  Per share amount..............................      $0.17     $0.18
                                                    =======   =======

  Income from discontinued operations...........    $     0   $ 1,851
                                                    =======   =======
  Per share amount..............................      $0.00     $0.12
                                                    =======   =======
  Net Income ...................................    $ 2,952   $ 5,253
  Preferred stock dividends and adjustments.....       (514)     (521)
                                                    -------   ------- 

  Income applicable to common stock.............    $ 2,438   $ 4,732
                                                    =======   =======
  Per share amount..............................      $0.17     $0.30
                                                    =======   =======

Fully Diluted
-------------

  Average shares outstanding....................     13,703    15,444
  Net effect of dilutive stock options -
      based on the treasury stock method
      using the period end price, if
      higher than average market price..........        424       170
  Common share equivalents:
      Series B Preferred........................      3,143     1,301
                                                    -------   -------

          Total ................................     17,270    16,915
                                                    =======   =======

  Income from continuing operations.............    $ 2,952   $ 3,402
  Preferred stock (Series B) dividends
     rate adjustment............................        (89)     (345)
                                                    -------   -------
  Income applicable to common stock.............    $ 2,863   $ 3,057
                                                    =======   =======
  Per share amount..............................      $0.17     $0.18
                                                    =======   =======

  Income from discontinued operations...........    $     0   $ 1,851
                                                    =======   =======
  Per share amount..............................      $0.00     $0.11
                                                    =======   =======

  Net Income....................................    $ 2,952   $ 5,253
  Preferred stock (Series B)
     dividends rate adjustment..................        (89)     (345)
                                                    -------   -------

  Income applicable to common stock.............    $ 2,863   $ 4,908
                                                    =======   =======
  Per share amount..............................      $0.17     $0.29
                                                    =======   =======


</TABLE>

<PAGE>   15


Exhibit 27 - Financial Data Schedule



(b)  Form 8-K - Date of Report - November 18, 1996

     Item 2.    Acquisition or Disposition of Assets
                a)       Reported purchase of Ultra Hydraulics Limited

     Item 7.    Financial Statements, Pro Forma Financial
                Information And Exhibits

                         Not Required



<PAGE>   16





                                   SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                          COMMERCIAL INTERTECH CORP.   
                                                                       
                                                                       
                                                                       
Date March 12, 1997                       By   /s/Steven J. Hewitt     
    ----------------                        ----------------------     
                                            Steven J. Hewitt           
                                            Senior Vice President and  
                                            Chief Financial Officer