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

                                    FORM 10-Q

(Mark One)

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

                  For the Quarterly Period ended June 28, 1997

                  OR

   (   )          TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
                  SECURITIES AND EXCHANGE ACT OF 1934

                  For the transition period from _____________ to _____________


                  Commission file number    0-4723

                                      FARR COMPANY
             (Exact name of registrant as specified in its charter)

            Delaware                               95-1288401
(State or other jurisdiction of        (I.R.S. Employer Identification Number)
 incorporation or organization)

   2221 Park Place, El Segundo, CA                     90245
(Address of principal executive offices)            (Zip Code)

Registrant's telephone number, including area code       (310)  536-6300

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  ( )

Number of shares of  registrants  common  stock  outstanding  as of close of the
period covered by this report: 5,724,580.
 ................................................................................
 ................................................................................
<PAGE>

                         PART I - FINANCIAL INFORMATION

                         FARR COMPANY AND SUBSIDIARIES

                                    INDEX TO

                   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                  JUNE 28, 1997


Part I - Financial Information

Introduction

Condensed Consolidated Financial Statements

         Balance Sheets - June 28, 1997 and December 28, 1996

         Income Statements for the three months ended June 28, 1997 and 
             June 29, 1996 and for the six months ended June 28, 1997 
             and June 29, 1996

         Statements of Cash Flows for the six months ended June 28, 1997
             and June 28, 1996

         Notes to Condensed Consolidated Financial Statements

Management's Discussion and Analysis



Part II - Other Information

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

Item 6.a.         Exhibits




<PAGE>
                          FARR COMPANY AND SUBSIDIARIES

                                 INTRODUCTION TO

                   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                  JUNE 28, 1997


         The Condensed  Consolidated  Financial  Statements included herein have
     been prepared by the Company  without  audit,  and include all  adjustments
     which are, in the opinion of management,  necessary for a fair presentation
     of the financial position as of June 28, 1997 and the results of operations
     for the three and six months ended June 28, 1997 and June 29, 1996 pursuant
     to the rules and  regulations of the  Securities  and Exchange  Commission.
     Certain information and footnote disclosures normally included in financial
     statements  prepared  in  accordance  with  generally  accepted  accounting
     principles  have been  condensed  or  omitted  pursuant  to such  rules and
     regulations although the Company believes that the disclosures are adequate
     to make the information presented not misleading. These condensed financial
     statements  should be read in conjunction with the  consolidated  financial
     statements and notes thereto included in the Company's latest annual report
     on Form 10-K.
<PAGE>
<TABLE>
                          FARR COMPANY AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                     Assets
<CAPTION>
                                                               (Unaudited)        (Audited)
                                                              June 28, 1997     Dec. 28, 1996
                                                              -------------     -------------
<S>                                                            <C>               <C>
Current Assets:
  Cash and cash equivalents .................................. $ 1,613,000       $ 1,997,000
  Accounts receivable, less allowance of $336,000 in 1997
    and $297,000 in 1996 .....................................  21,037,000        20,551,000
  Inventories
  Raw materials ..............................................   5,284,000         5,380,000
  Work in process ............................................   4,486,000         3,979,000
  Finished goods .............................................   3,238,000         3,175,000
                                                               -----------       -----------
                                                                13,008,000        12,534,000
  Prepaid expenses ...........................................     989,000           790,000
  Deferred tax benefit .......................................   1,807,000         1,807,000
                                                               -----------       -----------
    Total current assets .....................................  38,454,000        37,679,000
                                                               -----------       -----------
Property, Plant and Equipment, at Cost
  Land .......................................................   2,103,000         2,107,000
  Buildings and improvements .................................  15,377,000        15,247,000
  Machinery and equipment ....................................  34,870,000        34,907,000
                                                               -----------       -----------
                                                                52,350,000        52,261,000
   Less-accumulated depreciation and amortization ............  37,013,000        36,650,000
                                                               -----------       -----------
                                                                15,337,000        15,611,000
Other ........................................................     852,000           397,000
                                                               -----------       -----------
                                                               $54,643,000       $53,687,000
                                                               ===========       ===========
</TABLE>
<TABLE>
                          FARR COMPANY AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                     Liabilities & Stockholders' Investment
<CAPTION>
                                                               (Unaudited)        (Audited)
                                                              June 28, 1997     Dec. 28, 1996
                                                              -------------     -------------
<S>                                                            <C>               <C>
Current Liabilities:
  Notes/overdraft payable to banks ........................... $   569,000       $   874,000
  Current portion of long-term debt ..........................           0            23,000
  Accounts payable ...........................................   7,463,000         8,665,000
  Accrued liabilities ........................................   8,523,000         7,566,000
  Income taxes payable and deferred taxes ....................     449,000           745,000
                                                               -----------       -----------
    Total current liabilities ................................  17,004,000        17,873,000
                                                               -----------       -----------
Long-Term Debt, Net of Current Portion .......................           0         2,068,000
Deferred Income Taxes ........................................   2,350,000         2,350,000
Other Non-current Liabilites ................................      622,000           186,000
Commitments and Contingencies
Stockholders' Investment:
  Common stock, $.10 par value--Authorized 10,000,000 shares
    Issued and outstanding--5,724,580 shares at June 28, 1997
    and 5,707,404 shares at December 28, 1996 ................     555,000           544,000
  Additional paid-in capital .................................  11,685,000        11,603,000
  Cumulative translation adjustments .........................  (1,368,000)       (1,206,000)
  Retained earnings:
    Balance beginning of year ................................  20,269,000        14,379,000
    Net income for the period ................................   3,526,000         5,890,000
                                                               -----------       -----------
    Balance at end of period .................................  23,795,000        20,269,000
                                                               -----------       -----------
      Total stockholders' investment .........................  34,667,000        31,210,000
                                                               -----------       -----------
                                                               $54,643,000       $53,687,000
                                                               ===========       ===========
<FN>

The accompanying notes are an integral part of these balance sheets.
</FN>
</TABLE>
<PAGE>
<TABLE>
                          FARR COMPANY AND SUBSIDIARIES
                    CONDENSED CONSOLIDATED INCOME STATEMENTS
                                   (Unaudited)
<CAPTION>
                                                      Three Months Ended             Six Months Ended
                                                 June 28, 1997  June 29, 1996    June 28, 1997  June 29, 1996
                                                 -------------  -------------    -------------  -------------

<S>                                               <C>            <C>              <C>            <C>        
Net Sales ....................................... $31,569,000    $31,356,000      $61,910,000    $62,435,000
Cost of Sales ...................................  22,993,000     23,284,000       45,443,000     47,209,000
                                                  -----------    -----------      -----------    -----------
Gross Margin ....................................   8,576,000      8,072,000       16,467,000     15,226,000

  Selling, general and administrative expense ...   5,625,000      5,443,000       10,743,000     10,359,000
  Interest expense ..............................      58,000        171,000          133,000        418,000
                                                  -----------    -----------      -----------    ----------- 
Total Expenses ..................................   5,683,000      5,614,000       10,876,000     10,777,000
                                                  -----------    -----------      -----------    -----------
Income Before Income Taxes ......................   2,893,000      2,458,000        5,591,000      4,449,000

Income Taxes ....................................   1,067,000        959,000        2,065,000      1,772,000
                                                  -----------    -----------      -----------    -----------

Net Income ...................................... $ 1,826,000    $ 1,499,000      $ 3,526,000    $ 2,677,000
                                                  ===========    ===========      ===========    ===========





Earnings per Common Share * ..................... $      0.32    $       0.27     $      0.62    $      0.48
                                                  ===========    ============     ===========    ===========


<FN>

*    Based upon 5,632,922 and 5,509,545  average shares  outstanding at June 28,
     1997 and June 29, 1996, respectively.

The accompanying notes are an integral part of these statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
                         FARR COMPANY AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<CAPTION>

                                                                        Year-to-Date   
                                                              June 28, 1997     June 29, 1996
Cash Provided by (Used in):                                   -------------     -------------

Operating Activities:
<S>                                                             <C>               <C>       
  Net Income ................................................   $3,526,000        $2,677,000
    Adjustments to reconcile net income to net cash
        (used in) provided by operating activities:
      Depreciation and amortization .........................    1,175,000         1,209,000
      Provision for loss on accounts receivable .............      125,000            75,000
      Benefit retirement trust ..............................      350,000                 0
      Change in deferred income taxes .......................       10,000           377,000
      Exchange gain .........................................      (31,000)           (4,000)
      Net loss on sale/retirement of P,P & E ................       23,000                 0
      Decrease (increase) in inventories ....................     (541,000)        2,048,000
      (Increase) in receivables and prepaid expenses ........     (832,000)       (1,090,000)
      Decrease in accounts payable & accrued expenses .......     (156,000)         (573,000)
      Net change in current income taxes payable ............     (297,000)          392,000
                                                               -----------        ----------

      Net cash provided by operating activities .............    3,352,000         5,111,000
                                                               -----------        ----------

Investing Activities:

  Purchases of property, plant and equipment ................     (967,000)         (743,000)
  Investments in joint venture ..............................     (100,000)                0
  Purchase of investments, benefits trust ...................     (404,000)                0
                                                               -----------        ----------

  Net cash used in investing activities .....................   (1,471,000)         (743,000)
                                                               -----------        ----------

Financing Activities:

  Proceeds from revolving line of credit,
    and long-term borrowings ................................           0          8,200,000
  Principal payments on revolving line of credit
    and long-term debt borrowings & overdrafts ..............  (2,349,000)       (12,121,000)
  Principal payments received on notes ......................       4,000              2,000
  Proceeds from sale of stock, stock option plans ...........      93,000             49,000
                                                               ----------         ----------

  Net cash used in financing activities .....................  (2,252,000)        (3,870,000)
                                                               ----------         ----------

Effect of Exchange Rate Changes on Cash .....................     (13,000)                 0

Increase (Decrease) in Cash and Cash Equivalents ............    (384,000)           498,000
Cash and Cash Equivalents at Beginning of Period ............   1,997,000            812,000
                                                               ----------         ----------

Cash and Cash Equivalents at End of Period ..................  $1,613,000         $1,310,000
                                                               ==========         ==========


<FN>
The accompanying notes are an integral part of these statements.
</FN>
</TABLE>
<PAGE>
                          FARR COMPANY AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                  JUNE 28, 1997

                                   (Unaudited)


1. There have been no significant changes in the Company's  policies,  practices
or  position  from that  described  in the notes to the  Consolidated  Financial
Statements  included  in the  1996  Annual  Report  to  Stockholders  which  was
incorporated  by reference in the Annual  Report on Form 10-K for the year ended
December 28, 1996.




<PAGE>

                      MANAGEMENT'S DISCUSSION AND ANALYSIS


LIQUIDITY AND CAPITAL RESOURCES

Financial Condition
-------------------

As of June 28, 1997, working capital was $21,450,000  compared to $19,806,000 at
the end of 1996, representing a $1,644,000 increase in total working capital for
the first half of 1997. The primary  components of the change in working capital
during the first half were  increases  in  accounts  receivable  ($486,000)  and
inventories  ($474,000),  coupled  with net  decreases  in accounts  payable and
accrued liabilities ($245,000) and income taxes payable ($296,000).

The  increase in accounts  receivable  is  associated  with higher  sales volume
levels as  compared  to the  fourth  quarter  growth of 1996.  The  increase  in
inventories is due to a temporary increase for safety stocking levels of several
products whose  production  lines are being relocated  between plants to improve
the Company's overall capacity levels.

Total long-term debt was decreased  $2,091,000  during the first half due to the
Company's continuing strong cash flow being generated from operating activities.
Unused  borrowing  availability  under the Company's  domestic  revolving credit
facility at the end of the first half of 1997 was $10,000,000.

Capital  expenditures  of $967,000 during the first half increased over the same
period last year by $224,000.  Second half capital  expenditures are anticipated
to increase over 1996 levels in order to meet  increased  foreign plant capacity
needs,  upgrade  machinery and  equipment and refurbish the Company's  corporate
headquarters.

Operating  capital  requirements  of the Company are  anticipated to be provided
through  cash  flows   generated   from   operating   activities  and  borrowing
availability under the Company's domestic revolving credit facility.

Cash Flow
---------

Cash flow from  operating  activities  during the first half totaled  $3,352,000
compared to $5,111,000 for the same period a year ago. The decrease in cash flow
from  operating  activities  was  related  to an  increase  in  working  capital
requirements in 1997 as compared to a decrease in working  capital  requirements
during the same period a year ago.

The Company  anticipates  that cash and cash  equivalent  balances will increase
moderately  over  the  remainder  of 1997 as cash  flow  provided  by  operating
activities will exceed the Company's investing and financing requirements.

<PAGE>






RESULTS OF OPERATIONS

1997 second quarter sales of $31,569,000  increased slightly above 1996's second
quarter sales of $31,356,000.  While overall sales volume remained approximately
the same,  engineered  systems sales declined  compared to the same quarter last
year and railroad and engine products sales increased.

Foreign  subsidiary  sales were up 8 percent  during the second  quarter  due to
railroad, engine and heating, ventilating and air conditioning product sales.

Record second quarter net income totaled  $1,826,000,  up $327,000 or 22 percent
from  $1,499,000  in the second  quarter  last  year.  Improved  gross  margins,
operating  efficiencies  and lower  interest  expense  were the primary  factors
driving the improved net income results.  Foreign consolidated  subsidiaries net
income totaled  approximately 22 percent of our consolidated net income, up from
18 percent during last year's second quarter.

Gross margin as a percentage  of sales  during the second  quarter  increased to
27.2 percent,  up 1.5 percent from 25.7 percent in the second quarter last year.
The increase in gross margin was related to improved operating  efficiencies and
a better sales mix of products with higher margins.

Selling, general and administrative expenses as a percentage of sales during the
second quarter of 1997 and 1996 were 17.8 and 17.4 percent, respectively. Second
quarter spending totaled  $5,625,000  compared to $5,443,000 for the same period
last year, reflecting modest increases in marketing and selling expenses.

Interest  expense  declined  to $58,000  during the second  quarter  compared to
$171,000 last year. The continued decrease in interest expense is related to the
decrease in the Company's long-term debt.

The  effective  tax rate during the first half of the year dropped to 37 percent
from 39 percent last year due to utilization of foreign tax credits.

On March 3, 1997 the FASB released FASB Statement No. 128,  "Earnings Per Share"
(SFAS 128).  The new statement is effective for years ending after  December 15,
1997. When adopted,  SFAS 128 will require restatement of the Company's 1996 and
prior  years'  earnings  per share  information.  Under the  existing  reporting
provisions,  earnings  per  share  for  1996  and  1995  were  $1.06  and  $.57,
respectively. Under the provisions of SFAS 128, the Company's basic earnings for
1996 and 1995 would be $1.08 and $.57, respectively.

On  June  30,  1997  the  FASB  released  FASB  Statement  No.  130,  "Reporting
Comprehensive  Income" (SFAS 130) and FASB Statement No. 131, "Disclosures About
Segments  of  an  Enterprise  and  Related  Information"  (SFAS  131).  The  new
statements  are effective for fiscal years  beginning  after  December 15, 1997.
SFAS 130 establishes  standards for reporting  comprehensive income and SFAS 131
requires using the management  approach of  segmentation  to disclose  operating
segments.  Adoption of these  standards  will not have a material  effect on the
Company's financial position or results of operations.


<PAGE>





                          PART II. - OTHER INFORMATION

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

The  following  item  was  submitted  for  stockholder  approval  at the  Annual
Stockholder Meeting, April 29, 1997:

                  Election of three Directors for three year terms:

                                             Votes For           Votes Against

                  John J. Kimes              4,762,689               10,543

                  H. Jack Meany              4,762,989               10,243

                  Denis R. Brown             4,762,989               10,243



Item 6.a.         Exhibits

The following are being filed with this Quarterly Report on Form 10-Q.

- Exhibit 4.66             Amendment No. 2 dated June 2, 1997, between Farr
                           Company, as borrower, and Bank of America National
                           Trust and Savings Association, as lender.

- Exhibit 11               Earnings per share calculation. (unaudited)

- Exhibit 27               Financial data schedule.






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

         Copies of Exhibits are  available,  on prepayment of 15 cents per page,
     by writing to the  Secretary of the Company at the address set forth on the
     cover page of this Form 10-Q.



<PAGE>
                           PART II - OTHER INFORMATION

                                   (Continued)

                                   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 hereunto duly authorized.



                                                FARR COMPANY
                                               (Registrant)


August 6, 1997                             /s/  Kenneth W. Gerstner
                                           ----------------------------
                                                Kenneth W. Gerstner
                                                Senior Vice President
                                                Chief Financial Officer