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                                  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 March 29, 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
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             (Exact name of registrant as specified in its charter)

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

    2221 Park Place, El Segundo, CA                         90245
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(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 common stock outstanding  as of close of the period covered
by this report: 5,721,464.
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<PAGE>

                         PART I - FINANCIAL INFORMATION

                          FARR COMPANY AND SUBSIDIARIES

                                    INDEX TO

                   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                 MARCH 29, 1997

Part I - Financial Information

INTRODUCTION

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

         Balance Sheets - March 29, 1997 and December 28, 1996

         Income Statements for the three months ended March 29, 1997 and 
         March 30, 1996

         Statements of Cash Flows for the three months ended March 29, 1997 and
         March 30, 1996

         Notes to Condensed Consolidated Financial Statements

MANAGEMENT'S DISCUSSION AND ANALYSIS


Part II - Other Information

EXHIBITS



<PAGE>


                          FARR COMPANY AND SUBSIDIARIES

                                 INTRODUCTION TO

                   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                 MARCH 29, 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  March  29,  1997  and  the  results  of
     operations  for the three  months  ended  March 29, 1997 and March 30, 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
     consolidated  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)
                                                                Mar. 29, 1997     Dec. 28,1996
                                                                -------------     ------------
Current Assets:
<S>                                                             <C>               <C>         
   Cash and cash equivalents.................................   $  2,899,000      $  1,997,000
   Accounts receivable, less allowance of $309,000 in
       1997 and $297,000 in 1996.............................     20,886,000        20,551,000
   Inventories
        Raw materials........................................      5,177,000         5,380,000
        Work in process......................................      4,296,000         3,979,000
        Finished goods.......................................      3,282,000         3,175,000
                                                                 -----------       -----------
                                                                  12,755,000        12,534,000
   Prepaid expenses..........................................        836,000           790,000
   Deferred tax benefit......................................      1,807,000         1,807,000
                                                                 -----------       -----------
         Total current assets................................     39,183,000        37,679,000
                                                                 -----------       -----------
Property, Plant and Equipment at cost
   Land......................................................      2,100,000         2,107,000
   Buildings and improvements................................     15,197,000        15,247,000
   Machinery and equipment...................................     34,641,000        34,907,000
                                                                 -----------       -----------
                                                                  51,938,000        52,261,000
   Less-accumulated depreciation and amortization............     36,513,000        36,650,000
                                                                 -----------       -----------
                                                                  15,425,000        15,611,000
Other........................................................        721,000           397,000
                                                                 -----------       -----------
                                                                $ 55,329,000      $ 53,687,000
                                                                ============      ============
</TABLE>
The accompanying notes are an integral part of these balance sheets.
<TABLE>
                          FARR COMPANY AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                     Liabilities & Stockholders' Investment
<CAPTION>
                                                                 (Unaudited)        (Audited)
                                                                Mar. 29, 1997     Dec. 28,1996
                                                                -------------     ------------
Current Liabilities:
<S>                                                             <C>                <C>        
   Notes/overdraft payable to banks..........................   $    739,000       $   874,000
   Current portion of long-term debt.........................             --            23,000
   Accounts payable..........................................      8,589,000         8,665,000
   Accrued liabilities.......................................      7,942,000         7,566,000
   Income taxes payable and deferred taxes...................      1,525,000           745,000
                                                                 -----------       -----------
      Total current liabilities..............................     18,795,000        17,873,000
                                                                 -----------       -----------
Long-Term Debt, Net of Current Portion.......................      1,000,000         2,068,000
Deferred Income Taxes........................................      2,350,000         2,350,000
Other Non-current Liabilities................................        468,000           186,000
Commitments and Contingencies................................             --                --
Stockholders' Investment:
   Common stock, $.10 par value--Authorized 10,000,000 shares
   Outstanding--5,721,464 shares at March 29, 1997 and
       5,707,404 shares at December 28, 1996.................        555,000           544,000
   Additional paid-in capital................................     11,670,000        11,603,000
   Cumulative translation adjustments........................     (1,478,000)       (1,206,000)
   Retained earnings:
      Balance beginning of year..............................     20,269,000        14,379,000
      Net income for the period..............................      1,700,000         5,890,000
                                                                 -----------       -----------
      Balance at end of period...............................     21,969,000        20,269,000
                                                                 -----------       -----------
         Total stockholders' investment......................     32,716,000        31,210,000
                                                                 -----------       -----------
                                                                $ 55,329,000      $ 53,687,000
                                                                ============      ============
</TABLE>
The accompanying notes are an integral part of these balance sheets.


<PAGE>

================================================================================
                          FARR COMPANY AND SUBSIDIARIES
================================================================================
                    CONDENSED CONSOLIDATED INCOME STATEMENTS
                                   (Unaudited)

                                                       Three Months Ended
                                                March 29, 1997   March 30, 1996
                                                --------------   --------------

Net Sales......................................  $ 30,341,000     $ 31,079,000
Cost of Sales..................................    22,450,000       23,925,000
                                                  -----------      -----------
Gross Margin...................................     7,891,000        7,154,000

  Selling, general and administrative expense..     5,118,000        4,916,000
  Interest expense.............................        75,000          247,000
                                                 ------------      -----------
Total Expenses.................................     5,193,000        5,163,000
                                                 ------------      -----------

Income Before Income Taxes.....................     2,698,000        1,991,000

Income Taxes...................................       998,000          813,000
                                                 ------------      -----------

Net Income.....................................  $  1,700,000     $  1,178,000
                                                 ============     ============





Earnings per Common Share * ...................  $       0.30      $      0.21
                                                 ============      ===========





* Based upon 5,619,750 and 5,476,564 average shares outstanding at March 29,
1997 and March 30, 1996, respectively.


The accompanying notes are an integral part of these statements.


<PAGE>
<TABLE>

                                              FARR COMPANY AND SUBSIDIARIES
                                     CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                       (Unaudited)

<CAPTION>
Cash Provided by ( Used in ) :                                         Three Months Ended
                                                                Mar. 29, 1997    Mar. 30, 1996
                                                                -------------    -------------
Operating Activities:
<S>                                                              <C>              <C>        
Net Income.....................................................  $ 1,700,000      $ 1,178,000
  Adjustments to reconcile net income to net cash
       provided by operating activities:
   Depreciation and amortization...............................      579,000          638,000
   Provision for loss on accounts receivable...................       41,000           37,000
   Benefit retirement trust....................................      282,000               --
   Change in deferred income taxes.............................           --          331,000
   Net loss on sale/retirement of P,P & E......................        4,000               --
   Decrease (increase) in inventories..........................     (338,000)       1,159,000
   Increase in receivables and prepaid expenses................     (539,000)        (772,000)
   Increase (decrease) in accounts payable & accrued expenses..      277,000         (953,000)
   Net change in current income taxes payable..................      803,000          292,000
   Exchange gain (loss)........................................      (29,000)           1,000
                                                                 -----------      -----------
    Net cash provided by operating activities..................    2,780,000        1,911,000
                                                                 -----------      -----------

Investing Activities:
Purchases of property, plant and equipment.....................     (473,000)        (143,000)
Purchase of investments, benefits trust........................     (282,000)              --
                                                                 -----------      -----------
    Net cash used in investing activities......................     (755,000)        (143,000)
                                                                 -----------      -----------

Financing Activities:
Proceeds from revolving line of credit,
 and long-term borrowings......................................           --        8,200,000
Principal payments on revolving line of credit
 and long-term debt and overdrafts.............................   (1,168,000)      (9,900,000)
Principal payments received on notes...........................        2,000            1,000
Proceeds from sale of stock, stock option plans................       78,000           13,000
                                                                 -----------      -----------
   Net cash used in financing activities.......................   (1,088,000)      (1,686,000)
                                                                 -----------      -----------
Effect of Exchange Rate Changes on Cash........................      (35,000)          (1,000)
                                                                 -----------      -----------
Increase in Cash and Cash Equivalents..........................      902,000           81,000
Cash and Cash Equivalents at Beginning of Period...............    1,997,000          812,000
                                                                 -----------      -----------
Cash and Cash Equivalents at End of Period.....................  $ 2,899,000      $   893,000
                                                                 ===========      ===========
</TABLE>

The accompanying notes are an integral part of these statements.


<PAGE>




                          FARR COMPANY AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                 MARCH 29, 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 March 29, 1997, working capital was $20,388,000 compared to $19,806,000 at
the end of 1996,  representing a $582,000  increase in total working capital for
the first three months of 1997. The primary  components of the change in working
capital  during the first quarter were  increases in cash  ($902,000),  accounts
receivable ($335,000) and inventories ($221,000) partially offset by an increase
in accounts payable, taxes and accrued liabilities ($1,080,000).

The increase in accounts payable and accrued  liabilities  primarily reflects an
increase in income taxes payable during the quarter.

Total  long-term debt was decreased  $1,091,000,  or 53 percent during the first
quarter.  Borrowing  availability  under the Company's domestic revolving credit
facility at the end of the first quarter was $9,000,000.

Capital  expenditures  of $473,000  during the first quarter  increased over the
same period last year by  $330,000.  Capital  expenditures  are  anticipated  to
increase  over 1996  levels in order to meet  increased  plant  capacity  needs,
upgrade  machinery  and  equipment  and to  refurbish  the  Company's  corporate
headquarters.

Current debt  maturities and 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 quarter totaled $2,780,000
compared to $1,911,000 for the same period a year ago. The increase in cash flow
from  operating  activities  was related to  increased  income and a decrease in
working capital  requirements net of changes in cash compared to the same period
a year ago.




<PAGE>

RESULTS OF OPERATIONS

1997 first  quarter  sales of  $30,341,000  were down $738,000 or 2 percent from
1996 first quarter sales of $31,079,000. The decline in sales volume was related
to lower sales of gas turbine filter house products that were near record levels
in the first quarter of 1996.

Foreign  subsidiary  sales were up 19 percent  during the first  quarter  due to
railroad and heating, ventilating and air conditioning product sales.

Record first quarter net income  totaled  $1,700,000,  up $522,000 or 44 percent
from  $1,178,000  in the  first  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 21 percent of the consolidated net income, up from
18 percent during last year's first quarter.

Gross  margin as a percent of sales  during the first  quarter  increased  to 26
percent,  up 3 percent  from 23 percent  in the first  quarter  last  year.  The
increase  in  gross  margin   percentage  was  related  to  improved   operating
efficiencies  and a better  sales mix of products  with higher  margins.  In the
first  quarter  of  1996,  gross  margins  were  unfavorably  impacted  by  poor
manufacturing efficiencies related to gas turbine filter house products.

Selling, general and administrative expenses as a percentage of sales during the
first  quarter  of 1997 and 1996  were 17 and 16  percent,  respectively.  First
quarter spending totaled  $5,118,000  compared to $4,916,000 for the same period
last year, reflecting modest increases in marketing and selling expenses.

Interest  expense  declined  to $75,000  during the first  quarter  compared  to
$247,000 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 quarter dropped to 37 percent  from 40.8
percent last year due to the utilization of foreign tax credits.

On March 3, 1997, the FASB released Statement of Financial  Accounting Standards
No. 128, "Earnings per Share", (SFAS 128), and Statement of Financial Accounting
Standards No. 129,  "Disclosure of Information About Capital  Structure",  (SFAS
129).  The new  statements  are effective for fiscal 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 provisions of SFAS
128, the Company's basic earnings per share for 1996 and 1995 would be $1.08 and
$.57,  respectively.  SFAS 129 requires  additional  disclosures  regarding  the
Company's  capital  structure.  Adoption  of  these  standards  will  not have a
material effect on the Company's financial position or results of operations.





<PAGE>




                          FARR COMPANY AND SUBSIDIARIES

                                List of Exhibits


Item 6.a.                  Exhibits

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

 - 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)


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