SECURITIES AND EXCHANGE COMMISSION
     WASHINGTON, D.C.  20549

     FORM 10-QSB
(Mark One)

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

For the quarterly period ended           December 31, 1995

___  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 December 31, 1995

Common Stock, $.01 par value            2,032,804

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 -  December 31, 1995
     and September 30,
1995........................................................
3

     Consolidated Statement of Income - Three Months Ended
     December 31, 1995 and December 31,
1994..........................     4

     Consolidated Statement of Cash Flows - Three Months
Ended
     December 31, 1995 and December 31, 1994
 .........................     5

     Notes to Consolidated Financial
 ..........Statements...............      6


Item 2.  Management's Discussion and Analysis of Financial
     Condition and Results of
Operations....................................    10


     PART II - OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-
K................................... 11










                                             -2-











                  GODDARD INDUSTRIES, INC. AND SUBSIDIARIES
                         CONSOLIDATED BALANCE SHEET

December 31,        September 30,

1995                1995

UNAUDITED        AUDITED
                              ASSETS
      (ALL PLEDGED, NOTE 4)
CURRENT ASSETS:
     Cash and equivalents                               $
137,511        $   74,937
     Accounts receivable, net of allowances
875,418           973,477
     Inventories (Note 3)
3,012,124      2,911.234
     Prepaid expenses and taxes
39,850              23,018
     Deferred income taxes (Note 5)
57,200              56,000
     TOTAL CURRENT ASSETS
4,122,103      4,038,666

PROPERTY, PLANT AND EQUIPMENT,
     at cost
3,347,774       3,336,001
     Less - Accumulated depreciation                    -
2,435,077      -2,385,267

                                   912,697
950,734
OTHER ASSETS:
     Excess of cost of investment in subsidiaries
     over equity in net assets acquired
21,197              22,136
     Deferred income taxes - long term
144,800           139,000
          Total other assets
165,997           161,136

TOTAL ASSETS
$5,200,797          $5,150,536

                     LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
     Current maturities of
       long-term debt (Note 4)                         $
67,388         $  109,191
     Accounts payable
349,639            305,655
     Accrued expenses
276,099            256,631
     Income taxes payable
42,526             222,626
       TOTAL CURRENT LIABILITIES                    735,652
894,103

LONG-TERM DEBT, net of
current maturities (Note 4)
1,182,503        1,092,503

DEFERRED COMPENSATION                                522,500
513,000

SHAREHOLDERS' EQUITY:
     Common stock - par value $.01 per share;
       authorized 3,000,000 shares, issued and
       outstanding 2,032,804 shares.
20,328                20,328
     Additional paid-in capital
395,763             395,763
     Retained earnings
2,344,051        2,234,839
       TOTAL SHAREHOLDERS' EQUITY                2,760,142
2,650,930

TOTAL LIABILITIES AND
     SHAREHOLDERS' EQUITY
$5,200,797          $5,150,536
-3-

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

<CAPTION>
                                   FOR THE THREE MONTHS
                               ENDED  December 31,
                         1995      1994
<S>                      <C>             <C>
<C>
<C>
NET SALES                               $1,791,242
$1,405,253


COST OF SALES                        1,200,956
934,983

GROSS PROFIT                                 590,286
470,270


SELLING AND ADMINISTRATIVE
     EXPENSES                      382,065        375,831


INCOME FROM OPERATIONS             208,221          94,439


OTHER INCOME (EXPENSE):
     Interest expense                              -28,004
-34,468
     Other income, net                           6,895
3,404

       TOTAL OTHER INCOME
          (EXPENSE)                           -21,109
-31,064


INCOME BEFORE INCOME TAXES          187,112          63,375

PROVISION FOR INCOME TAXES                 77,900
27,700

NET INCOME                                   $109,212
$35,675


EARNINGS (LOSS)PER SHARE (Note 7)

     Primary
                    Net Income                    $0.05
$0.02
</TABLE>
     -4-






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

FOR THE THREE MONTHS

ENDED December 31,

1995      1994
CASH FLOWS FROM OPERATING ACTIVITIES:

     Net income
$ 109,212 $35,675

     Adjustments to reconcile net income to
       net cash provided by operating
       activities:
          Depreciation and amortization
50,749      48,690
          Deferred income taxes
-  7,000    - 7,000
          Changes in assets and liabilities:
               Accounts receivable
98,059       62,069
               Inventories
-100,890  -119,066
               Prepaid expenses and other
-  16,832 -    1,951
               Accounts payable
43,984    -172,227
               Accrued expenses
19,468    -  17,344
               Income taxes payable
-180,100     37,500
               Deferred Compensation
9,500          9,500

                 Total Adjustments
-  83,062 -159,829

          NET CASH PROVIDED BY (USED IN)
          OPERATING ACTIVITIES
26,150    -124,154

CASH FLOWS FROM INVESTING ACTIVITIES:
     Property, plant and equipment additions             -
11,773    -  30,989


CASH FLOWS FROM FINANCING ACTIVITIES:
     Increase in long-term debt
809,000    706,000
     Repayments of long-term debt
-760,803  -510,104
          NET CASH PROVIDED BY (USED IN)
          FINANCING ACTIVITIES
48,197     195,896

NET INCREASE (DECREASE) IN CASH
62,574            40,753

CASH AND EQUIVALENTS - BEGINNING                     74,937
62,634

CASH AND EQUIVALENTS - ENDING                     $137,511
$103,387

CASH PAID DURING THE PERIOD:
     Interest
$ 27,649  $  32,027

     Income taxes
$265,000  $      800

                                     -5-



                   GODDARD INDUSTRIES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL
                    STATEMENTS
                                December 31, 1995
                                 (UNAUDITED)

NOTE 1    SUMMARY OF SIGNIFICANT ACCOUNTING
          POLICIES:
          Reference is made to the financial statements
included
         in the Annual Report for the year ended October 1,
1994
          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:

December 31,   September 30,

1995            1995

               Finished goods
$2,806,173         $2,705,283
               Work in process
11,003               11,003
               Raw materials
194,948            194,948


$3,012,124         $2,911,234

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

               Goddard Valve Corp. -  December 31, 1995 -
$1,211,282
               (estimated) and September 30, 1995 -
$1,132,582.  Interim
               inventories were valued by management using
the
               gross profit method.

               Webstone Company, Inc. -  December 31, 1995 -
               $1,800,842 (estimated)   and Sepember 30,
1995 -
               $1,778,652.  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.
The
agreement expires March 31, 1997 and is secured by all
property and
assets.  Advances are restricted by certain limitations on
eligible
receivables and inventories.
                                      -6-
continued
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 December 31, 1995 long-term obligations consisted of
the following:
                                                       LONG-
TERM           CURRENT

       Revolving line of credit                         $
1,147,503               $          -
       Capital lease obligations for machinery,
         payable in monthly installments of
         $8,455, through July 1, 1996, with
         imputed interest rates between 7.34%
         and 8.02%.
49,668

       Note due 1997, unsecured, interest
         at 10%                                 35,000

       Term note due 1996, principal payments of
         $5,880 per month beginning June 1, 1993
         plus interest at 7%, secured by all
         property and assets.
17,720


$ 1,182,503             $67,388
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:


December 31,        September 30,

1995                 1995
     Deferred tax asset
          Deferred Compensation                   $  209,000
$  205,200
          Inventory valuation
39,200               39,000
          Accrued Salaries
5,800                  5,800
          Bad Debts
12,000               11,000


266,000            261,000

          Depreciation
64,000               66,000

                                                       $
202,000        $  195,000

     Management does not believe that any valuation
allowance is
     necessary.
- 7 -


NOTE 6    CONTINGENCIES

In 1990, the Town of Shrewsbury, Massachusetts commenced a
lawsuit in Massachusetts Superior Court against the Company
and
another corporation, Neles-Jamesbury, alleging that they had
caused
the Town to incur response costs for assessment, containment
and
removal of oil and hazardous materials in relation to the
Town's
Home Farm wells.  The Town is seeking approximately $7
million in
damages.  The Company intends to defend itself vigorously
against
this claim and has joined, as third party defendants,
several other
businesses which could be identified as likely to have used
the types
of compounds detected as contaminating the Town's wells.
Motions
for summary judgement were made during 1992 and 1993
resulting
in dismissal of some, but not all, of the Shrewsbury
complaint.  In
September 1995, the court issued an order providing for a
single, unified
trial of all claims related to this matter.  Discovery
between the Company
and the Town of Shrewsbury, with the exception of expert
discovery, is
complete.  Discovery between the Company, Neles-Jamesbury,
and the
third party defendants is ongoing.  All discovery is to be
completed by
May 1, 1996 and the trial is scheduled to begin on June 3,
1996.
The Company and legal counsel are unable to form an opinion
regarding
the outcome of this matter.  Consequently, no loss provision
with respect
to this lawsuit has been recorded.

In connection with a proposed bank financing in 1987,
the Company retained an environmental engineering firm to
perform
a site assessment at its corporate headquarters.  The
results of that
assessment revealed that the ground water is contaminated
and that
an off-site source may be introducing the contaminants.  As
required by law, the Company notified the Massachusetts
Department of Environmental Protection (DEP).  The DEP has
issued a Notice of Responsibility designating the site as a
priority
disposal site. A Phase One Limited Site Investigation report
has
been submitted to the DEP.  In November 1995 the Company
received
a Tier I Transition Classification and Permit Statement
Cover Letter
designating the site as a Tier 1C Site under the
Massachusetts
Contingency Plan.  Under DEP regulations, the Company must
complete
further site investigaion by November 1997.  Until that
investigation is
completed, it is not possible to ascertain the cost, if any,
of remediation or
whether the Company will be able to obtain reimbursement for
such costs
from any third party causing the contamination or any
insurance carrier.
Accordingly, the Company has not recorded any provision for
loss
with respect to this DEP matter.

Several of the Company's insurers are participating in
the Company's defense in both the DEP matter and the Town of
Shrewsbury litigation under a reservation of rights.  The
Company's principal insurer has also filed suit for a
declaratory
judgement that they have no duty to defend or indemnify the
Company.
This action is currently stayed.

-8-

In the event that the Company does not prevail, these
matters could have a material adverse impact on the
Company's
financial condition.

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.









































     -9-


PART I - FINANCIAL INFORMATION

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

RESULTS OF OPERATIONS

FISCAL QUARTER ENDED DECEMBER 31, 1995 COMPARED TO
FISCAL QUARTER ENDED DECEMBER 31, 1994

     The trend of increasing consolidated sales and earnings
continued
in the first quarter of fiscal 1996 as the result of both of
the Company's
divisions gaining market share in their product lines.

     Consolidated sales for the quarter ended December 31,
1995 were
$1,791,000, compared to $1,405,000 in the corresponding
quarter of the
prior year, an increase of 27.5%.  Gross profit margins
actually declined
slightly from 33.5% to 33% as a result of changes in product
mix.

     Despite the 27.% increase in sales, selling and
administrative expenses
increased only 2% over the corresponding quarter of 1994 as
the Company
benefited from efficiencies of scale.  Interest expenses
were down 18.7%
compared to the same period in the prior year.  This
reflected lower
interest rates and levels of bank borrowing during the
quarter.

     As a result of the above developments, the earnings for
the first
quarter of fiscal 1996 increased from $36,000 in the
corresponding
quarter last year to $109,000, a gain of 203%, while
earnings per share
were $.05 compared to $.02 for the same quarter in the prior
year.


LIQUIDITY AND CAPITAL RESOURCES

     Operating activities of the Company provided new cash
of $26,000.
The principal uses of cash were an increase in income taxes
of $180,000
and an inventory of $101,000.  Major sources of cash were
earnings
$109,000, reduced accounts receivable $98,000, and
depreciation and
amortization $51,000.

     The Company also invested $12,000 in additional
equipment and
retired $41,000 of installment debt.  These uses of cash
were offset
by net borrowings of $89,000 on the line of credit.

The Company borrows funds for period 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
believes that its future capital requirements for equipment
can be met
from the cash flow from operations, bank borrowings and
other available
sources.
 10 -

     PART II - OTHER INFORMATION


Item 1 - Legal Proceedings

     As more fully described in the Company's Form 10-KSB
for
the year ended September 30, 1995, the Company is a
defendant in a
suit by the Town of Shrewsbury, Massachusetts alleging that
the
defendant caused Shrewsbury  to incur various environmental
response costs and a suit by certain of its prior insurers
contesting
coverage for environmental claims under insurance policies.
There have been no material developments in those cases
since the
filing of the Form 10-KSB.

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 December 31, 1995.























     - 11-





     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 February 12, 1996

                                    GODDARD INDUSTRIES, INC.



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












     - 13 -