SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

FORM 10-QSB

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

For the quarterly period ended    March 31, 1997

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

For the transition period from _______________ to
________________

   Commission File No. 0-2052



                      GODDARD INDUSTRIES, INC.
       (Exact name of registrant as specified in its
charter)

        Massachusetts                      04-2268165
(State or other jurisdiction of            (I.R.S. Employer
incorporation or organization)             Identification
No.)

        705 Plantation Street, Worcester, Massachusetts
01605
        (Address of principal executive office)      (Zip
Code)

Registrant's telephone number, including area code (508)852-
2435

Check whether the registrant (1) filed all reports required
to be
filed by Section 13 or 15 (d) of the Exchange Act during the
past 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

State the number of shares outstanding of each of the
issuer's
classes of common stock, as of the latest practicable date.

Title of Each Class of            Number of Shares
Outstanding
Common Stock Outstanding            at March 31, 1997

Common Stock, $.01 par value               2,049,369

Transitional Small Business Disclosure Format

           Yes  ___              No  __X__











                         GODDARD INDUSTRIES, INC.

                           TABLE OF CONTENTS

                    PART I - FINANCIAL INFORMATION



PAGE


Item 1     Financial Statements

     Consolidated Balance Sheet - March 31, 1997
     and September 28, 1996
3

     Consolidated Statement of Income - Six Months Ended
     March 31, 1997 and March 31, 1996
4

     Consolidated Statement of Cash Flows - Six Months Ended
     March 31, 1997 and March 31, 1996
5

     Notes to Consolidated Financial Statements
6


Item 2     Management's Discussion and Analysis of Financial
     Condition and Results of Operations
9


     PART II - OTHER INFORMATION

Item 6     Exhibits and Reports on Form 8-K
11

























                                 -2-


                   GODDARD INDUSTRIES, INC. AND SUBSIDIARIES
                      CONSOLIDATED BALANCE SHEET
                             (UNAUDITED)

                                         March 31,
September 28,
                                           1997
1996

AUDITED
              ASSETS
  (ALL PLEDGED, NOTE 4)
CURRENT ASSETS:
   Cash                                   $  109,799
$  65,951
   Accounts receivable, net of allowances  1,475,729
1,154,871
   Miscellaneous Receivable                   90,000
785,000
   Inventories (Note 3)                    3,326,163
3,312,449
   Prepaid expenses and taxes                 51,389
33,809
   Deferred income taxes (Note 5)             84,300
82,000
   TOTAL CURRENT ASSETS                    5,137,380
5,434,080

PROPERTY, PLANT AND EQUIPMENT,
   at cost                                 3,924,527
3,641,818
   Less - Accumulated depreciation        -2,703,704
-2,589,252

                                           1,220,823
1,052,566
OTHER ASSETS:
   Excess of cost of investment in
   subsidiaries over equity in net
   assets acquired                            16,502
18,380
   Deferred income taxes (Note 5)            171,000
167,000
      Total other assets                     187,502
185,380

TOTAL ASSETS                             $ 6,545,705
$6,672,026

           LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
   Current maturities of
    long-term debt (Note 4)              $   117,000
$   51,000
   Accounts payable                          435,847
317,321
   Accrued expenses                          385,690
399,861
   Accrued environmental costs (Note 6)       45,000
795,000
   Income taxes payable                       91,671
191,771
     TOTAL CURRENT LIABILITIES             1,075,208
1,754,953

LONG-TERM DEBT, net of
current maturities (Note 4)                1,010,887
1,026,398

DEFERRED COMPENSATION                        551,000
551,000

SHAREHOLDERS' EQUITY:
   Common stock - par value $.01 per share,
     authorized 3,000,000 shares, issued
     and outstanding 2,049,369 shares.        20,493
20,401
   Additional paid-in capital                406,531
399,353
   Retained earnings                       3,481,586
2,919,921
     TOTAL SHAREHOLDERS'EQUITY             3,908,610
3,339,675

TOTAL LIABILITIES AND
  SHAREHOLDERS' EQUITY                   $ 6,545,705
$6,672,026

                                     -3-


                  GODDARD INDUSTRIES, INC. AND SUBSIDIARIES
                   CONSOLIDATED STATEMENT OF INCOME
                            (UNAUDITED)

                            March 31, 1997         March 31,
1996
                    For The Three For the Six  For the Three
For the Six
                    Months Ended  Months Ended Months Ended
Month Ended


NET SALES               $2,872,729  $5,862,252   $2,056,016
$3,847,258


COST OF SALES            1,889,681   3,847,002    1,396,486
2,597,442

GROSS PROFIT               983,048   2,015,250      659,530
1,249,186


SELLING AND ADMINISTRATIVE
     EXPENSES              537,592   1,040,260     431,923
813,988


INCOME FROM OPERATIONS     445,456     974,990     227,607
435,828


OTHER INCOME (EXPENSE):
   Interest expense        -23,844     -43,227     -25,968
-53,972
   Other income, net         8,787      16,503      10,362
17,257

   TOTAL OTHER INCOME
     (EXPENSE)             -15,057     -26,724     -15,606
-36,715


INCOME BEFORE INCOME TAXES 430,399     948,266     212,001
399,113

PROVISION FOR INCOME TAXES 176,000     386,600      86,900
164,800

NET INCOME                $254,399    $561,666    $125,101
$234,313


EARNINGS PER SHARE (Note 7)

          Primary          $  0.12     $  0.26     $  0.06
$   0.12














                                  -4-



                GODDARD INDUSTRIES, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENT OF CASH FLOWS
                         (UNAUDITED)

                                                 FOR THE SIX
MONTHS
                                                    ENDED
March 31,
                                                 1997
1996
CASH FLOWS FROM OPERATING ACTIVITIES:

   Net income                                    $561,666
$234,313

   Adjustments to reconcile net income to net cash
    provided by operating activities:
     Depreciation and amortization                116,330
100,747
     Deferred income taxes                         -6,300
-14,000
     Changes in assets and liabilities:
       Accounts receivable                       -320,858
-71,058
       Inventories                                -13,714
7,885
       Miscellaneous receivable                   695,000
0
       Prepaid expenses and other                 -17,580
-35,371
       Accounts payable                           118,526
42,747
       Accrued expenses                           -14,171
49,796
       Accrued environmental liability           -750,000
0
       Income taxes payable                      -100,100
-213,347
       Deferred compensation                            0
19,000

         Total Adjustments                       -292,867
-113,601

    NET CASH PROVIDED BY
    OPERATING ACTIVITIES                          268,799
120,712

CASH FLOWS FROM INVESTING ACTIVITIES:
  Property,plant and equipment additions          -66,881
-64,294


CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from issuance of common shares           7,270
2,907
  Increase in long-term debt                    1,616,000
1,441,000
  Repayments of long-term debt                 -1,781,340
-1,495,131

    NET CASH (USED IN)
    FINANCING ACTIVITIES                         -158,070
-51,224

NET INCREASE IN CASH                               43,848
5,194

CASH AND EQUIVALENTS - BEGINNING                   65,951
74,937

CASH AND EQUIVALENTS - ENDING                    $109,799
$ 80,131

CASH PAID DURING THE PERIOD
  Interest                                        $43,100
$ 54,181

  Income taxes                                   $493,000
$402,147




                                  -5-
                GODDARD INDUSTRIES, INC. AND SUBSIDIARIES
                    NOTES TO CONSOLIDATED FINANCIAL
                             STATEMENTS
                           March 31, 1997
                            (UNAUDITED)

NOTE 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

   Reference is made to the financial statements included in
   the Annual Report for the year ended September 28, 1996
for a
   summary of significant accounting policies and other
   disclosures.

NOTE 2.  BASIS OF PRESENTATION:

   The information shown in the consolidated financial
   statements reflects all adjustments which are, in the
   opinion of management, necessary for a fair presentation
   of the results for the interim period.

NOTE 3.  INVENTORIES:

   Consolidated inventories are comprised of:
                                             March 31,
September 28,
                                               1997
1996

      Finished goods                       $3,017,612
$3,003,898
      Work in process                          21,687
21,687
      Raw materials                           286,864
286,864

                                           $3,326,163
$3,312,449

   The following factors were taken into consideration in
   determining inventory values:

      Goddard Valve Corp. - March 31, 1997 - $1,834,210
      (estimated) and September 28, 1996 - $1,657,426.
Interim
      inventories were valued by management using the
      gross profit method.

      Webstone Company, Inc. - March 31, 1997 - $1,491,953
      (estimated) and September 28, 1996 - $1,655,023.
Interim
      inventory was valued by management using the
      gross profit method.  Total inventory is comprised of
      finished goods.

NOTE 4.  LONG-TERM DEBT

   The Company has available a revolving line of credit
totaling
   $1,750,000 bearing interest at the greater of (i) prime
plus 3/4% or
   (ii) the Federal Funds Effective Rate plus 1 1/4% per
annum.  On
   March 31, 1997 the effective interest rate was 9.0%.  The
   agreement expires March 31, 1999 and is secured by all
property and
   assets.  Advances are restricted by certain limitations
on eligible
   receivables and inventories.

      continued

                                -6-

LONG-TERM OBLIGATIONS (continued)

   The credit agreement contains a number of covenants,
   the most restrictive of which relate to working capital,
   tangible net worth, and profitability levels, and
restrict
   payment of cash dividends to 10% of the immediately
   preceding year's net income before taxes.

   At March 31, 1997 long-term debt consisted of the
following:

                                            LONG-TERM
CURRENT

   Revolving line of credit                 $  784,503
$    -

   Capital lease obligations for machinery,
    payable in monthly installments of
    $5,274, through July 1, 1999, with
    imputed interest rate of 8.936% and
    monthly installments of $6,807, through
    March 1, 2,000, with imputed interest
    rate of 8.441%.                            226,364
117,000

                                            $1,010,867
$117,000


NOTE 5.  INCOME TAXES:

   The tax effects of the principal temporary differences
giving
   rise to the net current and non-current deferred tax
assets are
   as follows:

                                            March 31,
September 28,
                                             1997
1996
   Deferred tax asset
     Deferred compensation                $  220,400      $
220,400
     Inventory valuation                      61,200
60,800
     Accrued salaries                          6,200
6,200
     Environmental matters                     4,000
4,000
     Bad debts                                12,900
11,000

                                             304,700
302,400

     Depreciation                             49,400
53,400

                                          $  255,300      $
249,000

Management does not believe that any valuation allowance is
necessary.











                              -7-

NOTE 6   ENVIRONMENT MATTERS

         The Company has been a party to the following
environmental
         matters:

         DEP Matter:
            An environmental assessment of the Corporate
headquarters in
            connection with a proposed bank financing in
1987 revealed
            that there may have been a release or threat of
release of
            oil or hazardous materials and that an off-site
source may
            be introducing the contaminants.  The Company
notified the
            Massachusetts Department of Environmental
Protection (DEP).
            In 1995 the site was designated as a Tier 1C
Site under the
            Massachusetts Contingency Plan and the Company
must complete
            a further site investigation by November 1997.

            One of the Company's insurance carriers has paid
the Company
            $70,000 to be used as the Company determines in
defense of
            the DEP proceeding in exchange for a release of
any further
            claim with respect to this matter.  In addition,
            environmental engineers employed by the Company
estimate
            that the required remediation costs will be a
minimum of
            $45,000.

        Shrewsbury matter:
            The Shrewsbury environmental litigation was
settled in
            January, 1997 and the effects of that settlement
reflected
            in the financial statements for the year ended
            September 28, 1996.

        In the accompanying financial statements, the
miscellaneous
        receivable represents amounts due from insurance
carriers with
        respect to environmental matters and accrued
environmental costs
        represents amounts due the Town of Shrewsbury and
the minimum
        estimated remediation costs related to the DEP
matter.


NOTE 7  COMMON STOCK:

Primary earnings per share are computed on a weighted
average number of
shares outstanding.  Fully diluted earnings per share are
not presented
because the effect of the exercise of the stock options
would not be
dilutive.














                                  -8-

PART I - FINANCIAL INFORMATION

Item 2 - Management's Discussion and Analysis of Financial
         Condition

RESULTS OF OPERATIONS

FISCAL QUARTER ENDED MARCH 31, 1997 COMPARED TO
FISCAL QUARTER ENDED MARCH 31, 1996

     Goddard enjoyed a productive second quarter with sales
and earnings well ahead of last year.  For the quarter ended
March 31, 1997 consolidated sales were $2,873,000, a 39.7%
increase over the same quarter for the prior year.  During
the preceding 12 months, the order backlog in the Valve
division had reached record levels and delivery times had
lengthened.  The Company purchased additional new machinery
and added a second shift, enabling it to increase levels of
production, shorten the delivery time for new orders, and
increase revenues.  As a result of this increased output,
backlog has been reduced.

     Gross profits as a percentage of sales increased from
32% to 34.2% over the corresponding quarter of the prior
year, primarily as a result of larger orders and changes in
product mix.  Selling and administrative expenses as a
percentage of sales declined to 18.7% in the quarter ended
March 31, 1997 compared to 21% for the same quarter of
fiscal 1996, as those expenses did not increase at the same
rate as sales.

      As a result of the increase in sales volume, improved
operating efficiencies and changes in product mix, income
from operations almost doubled to $446,000 for the quarter
ended March 31, 1997, compared to $228,000 in the same
quarter of fiscal 1996.  Earnings, at $254,000 ($.12/share),
were approximately double the $125,000 earnings ($.06/share)
reported for the same quarter in fiscal 1996.

      While the order backlog in the Valve division has been
reduced as a result of the Company's improved output, the
growth in the level of new orders experienced over the last
few quarters appears to have leveled off.  Management
anticipates that new product lines now in the prototype
stage which are being developed for the Valve division will
enter production late this year, and that these lines will
increase sales volume.  Management believes that the
development of these new lines reflecting advanced product
design, together with the Company's emphasis on prompt,
dependable service, help the Company maintain its
competitive position as a leader in the cryogenic valve
industry.  The Webstone Division also has been adding new
plumbing items and an array of high styled faucets to its
product offerings, which will be introduced when its new
catalog is published for national distribution in mid-May
1997.










                              - 9 -

SIX MONTH PERIOD ENDED MARCH 31, 1997 COMPARED TO
SIX MONTH PERIOD ENDED MARCH 31, 1996

      Both sales and earnings for the six months ended March
31, 1997 were up substantially over the same period last
fiscal year.  Consolidated sales for the six month period
ended March 31, 1997 were $5,862,000, a 52.4% increase over
the $3,847,000 recorded for the same period in fiscal 1996.
The increase in sales resulted from larger blanket orders
received in prior periods and sales of recently developed
product lines, as well as increased production in the most
recent quarter.

      Gross profits as a percentage of sales increased to
34.4% for the six month period ended March 31, 1997,
compared to 32.4% for corresponding period of fiscal 1996,
reflecting the economies involved in larger orders and
favorable product mix.  Selling and administrative expenses
as a percentage of sales declined from 21.1% in the first
six months of fiscal 1996 to 17.7% in the first six months
of fiscal 1997, as those expenses did not increase
proportional to increased sales.

      Income from operations as a percentage of sales
increased from 11.3% in the first six months of fiscal 1996
to 16.6% in the first six months of fiscal 1997, reflecting
the improved operating efficiencies, economy of larger
orders, favorable product mix and increased output.  As a
result, net income during the six month period improved to
$562,000 (or $.26 per share) compared to $234,000 (or $.12
per share) for the same period of fiscal 1996, a 140%
increase.

LIQUIDITY AND CAPITAL RESOURCES

      Historically, the Company has funded operations
primarily through earnings and bank borrowings.  At March
31, 1996, the Company had net working capital of
approximately $4,062,000, including $110,000 in cash.  The
Company also had a line of credit of $1,750,000 from
BankBoston collarteralized by substantially all of the
assets of the Company.  At March 31, 1997, approximately
$785,000 have been drawn under the line of credit, which
bears interest at a rate equal to the bank's prime rate plus
3/4s of 1%.

      During the first six months of fiscal 1997, operating
activities of the Company provided $269,000 of cash.  Cash
was generated principally from earnings ($562,000),
increases in accounts payable ($119,000) and depreciation
and amortization ($116,000).  The principal uses of cash
were increases in accounts receivable ($321,000), decreased
tax liabilities ($100,000) and net environmental settlement
obligations ($55,000).

      During the six month period, the Company used
approximately $67,000 to purchase machinery and equipment,
and repayment of financing consumed approximately $158,000.








                                 - 10 -

      The Company borrows funds for periods of up to five
years for the purchase of new machinery and meets the
required amortization and interest payments from its current
working capital.  The Company plans to add an additional
10,000 square feet of manufacturing and warehouse space to
the rear of its existing building in Worcester.  Its lending
bank has agreed to allow it to finance the addition using
moneys available under the existing line of credit.  The
Company believes that the remaining amounts available under
its line of credit after that borrowing, plus cash flow from
operations and other available sources, should provide
sufficient liquidity to handle the normal working capital
requirements of its present business.

      As described in Note 6 to the financial statements,
the Company is a party to an administrative environmental
proceed which the Company does not anticipate will have a
material effect on the Company's financial resources.

      Inflation has not been a factor in the Company's
business for the last several years, although there can be
no assurance that this will continue to be the case.  The
Company's results of operations have not been materially
affected by seasonality.


FORWARD LOOKING INFORMATION

      Information contained in this Form 10-QSB contains
certain "forward looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995, which
can be identified by the use of forward looking terminology
such as "may", "will", "expect", "anticipate", "believe",
"intend", "estimate" or other variations or comparable
terminology.  All forward looking statements involve risks
and uncertainties, and actual results could differ
materially from those set forth in the forward looking
statements.  Some of the principal factors which could
affect the Company's future operations include the loss of
or decline in level of orders from a major customer, the
failure of the market to accept the new product lines being
introduced by the Valve division and the Webstone division
in the coming months, and changes in general economic
conditions.




















                                 - 11 -

     PART II - OTHER INFORMATION

Item 1 - Legal Proceedings

     There have been no further developments in the DEP
environmental proceeding from those described in the
Company's Form 10-QSB for the year ended September 28, 1996.

Item 6 - Exhibits and Reports on Form 8-K

     (a)  Exhibits

          (11)     Statement Re:  Computation of Per
                     Share Earnings.  The information
                     set forth in Note 7 to the
                     Financial Statements found in PART
                     I hereof is hereby incorporated.

          (27)     Financial Data Schedule

     (b)  The Company did not file any reports on Form 8-K
            during the quarter ended March 31, 1997.




































                        -12-




SIGNATURES



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

   Dated as of May 9, 1997


                         GODDARD INDUSTRIES, INC.



                         by/s/Saul I. Reck
                         Saul I. Reck, President
                         Chief Executive Officer
                         and Principal Financial
                         Officer