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    June 30, 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 June 30, 1997

Common Stock, $.01 par value               2,124,369

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 - June 30, 1997
     and September 28, 1996
3

     Consolidated Statement of Income - Nine Months Ended
     June 30, 1997 and June 30, 1996
4

     Consolidated Statement of Cash Flows - Nine Months
Ended
     June 30, 1997 and June 30, 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

                                         June 30,
September 28,
                                           1997
1996
                                       (UNAUDITED)
AUDITED
              ASSETS
  (ALL PLEDGED, NOTE 4)
CURRENT ASSETS:
   Cash                                   $   92,751
$  65,951
   Accounts receivable, net of allowances  1,169,866
1,154,871
   Miscellaneous receivable (Note 6)               0
785,000
   Inventories (Note 3)                    3,550,442
3,312,449
   Prepaid expenses and taxes                 69,730
33,809
   Deferred income taxes (Note 5)             85,500
82,000
   TOTAL CURRENT ASSETS                    4,968,289
5,434,080

PROPERTY, PLANT AND EQUIPMENT,
   at cost                                 3,963,125
3,641,818
   Less - Accumulated depreciation        -2,767,822
-2,589,252

                                           1,195,303
1,052,566
OTHER ASSETS:
   Excess of cost of investment in
   subsidiaries over equity in net
   assets acquired                            15,563
18,380
   Deferred income taxes  (Note 5)           187,000
167,000
      Total other assets                     202,563
185,380

TOTAL ASSETS                             $ 6,366,155
$6,672,026

           LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
   Current maturities of
    long-term debt (Note 4)              $   121,900
$   51,000
   Accounts payable                          237,708
317,321
   Accrued expenses                          372,509
399,861
   Accrued environmental costs (Note 6)       45,000
795,000
   Income taxes payable                       28,260
191,771
     TOTAL CURRENT LIABILITIES               805,377
1,754,953

LONG-TERM DEBT, net of
   current maturities (Note 4)               920,946
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 2,124,369 shares
     (2,040,129 shares at September 28,
     1996).                                   21,243
20,401
   Additional paid-in capital                424,531
399,353
   Retained earnings                       3,643,058
2,919,921
     TOTAL SHAREHOLDERS'EQUITY             4,088,832
3,339,675

TOTAL LIABILITIES AND
  SHAREHOLDERS' EQUITY                    $6,366,155
$6,672,026
                                     -3-
<TABLE>

                  GODDARD INDUSTRIES, INC. AND SUBSIDIARIES
                   CONSOLIDATED STATEMENT OF INCOME
                            (UNAUDITED)
<CAPTION>
                           JUNE 30, 1997              JUNE
30, 1996
                  FOR THE THREE FOR THE NINE  FOR THE THREE
FOR THE NINE
                     MONTHS ENDED MONTHS ENDED MONTHS ENDED
MONTHS ENDED
<S>                    <C>        <C>         <C>
<C>
NET SALES               $2,277,240 $8,139,492  $2,118.487
$5,965,745


COST OF SALES            1,511,003  5,358,005   1,426,342
4,023,784

GROSS PROFIT               766,237  2,781,487     692,145
1,941,961


SELLING AND ADMINISTRATIVE
     EXPENSES              485,827  1,526,087     421,412
1,235,400


INCOME FROM OPERATIONS     280,410  1,255,400     270,733
706,561


OTHER INCOME (EXPENSE):
   Interest expense        -21,136    -64,363     -24,733
-78,705
   Other income, net         9,198     25,701       7,471
24,728

   TOTAL OTHER INCOME
     (EXPENSE)             -11,938    -38,662     -17,262
-53,977


INCOME BEFORE INCOME TAXES 268,472  1,216,738     253,471
652,584

PROVISION FOR INCOME TAXES 107,000    493,600     105,600
270,400

NET INCOME                $161,472   $723,138    $147,871
$382,184


EARNINGS PER SHARE (Note 7)

          Primary         $  0.08    $  0.36     $  0.07
$   0.19
</TABLE>













                                  -4-



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

                                                 FOR THE
NINE MONTHS
                                                    ENDED
JUNE 30,
                                                 1997
1996
CASH FLOWS FROM OPERATING ACTIVITIES:

   Net income                                   $723,138
$382,184

   Adjustments to reconcile net income to
    net cash provided by operating
    activities:
     Depreciation and amortization               181,386
150,745
     Deferred income taxes                       -23,500
-21,000
     Changes in assets and liabilities:
       Accounts receivable                       -14,995
-108,054
       Miscellaneous receivable                  785,000
0
       Inventories                              -237,993
-214,710
       Prepaid expenses and other                -35,921
-14,879
       Accounts payable                          -79,613
203,874
       Accrued expenses                          -27,352
78,549
       Accrued environmental                    -750,000
0
       Income taxes payable                     -163,511
-190,111
       Deferred compensation                           0
28,500

         Total Adjustments                      -366,499
-87,086

    NET CASH PROVIDED BY
    OPERATING ACTIVITIES                         356,838
295,098

CASH FLOWS FROM INVESTING ACTIVITIES:
  Property,plant and equipment additions        -105,476
-115,550


CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from issuance of common stock          26,020
2,907
  Increase in long-term debt                   2,534,000
2,108,000
  Repayments of long-term debt                -2,784,381
-2,224,191
    NET CASH PROVIDED BY (USED IN)
    FINANCING ACTIVITIES                        -224,361
-113,284

NET INCREASE IN CASH                              26,600
66,264

CASH - BEGINNING                                  65,951
74,937

CASH - ENDING                                     92,751
$141,201

CASH PAID DURING THE PERIOD
  Interest                                      $ 64,363
$ 79,370

  Income taxes                                  $680,611
$481,511





                                  -5-

                GODDARD INDUSTRIES, INC. AND SUBSIDIARIES
                    NOTES TO CONSOLIDATED FINANCIAL
                             STATEMENTS
                            June 30, 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:
                                             June 30,
September 28,
                                              1997
1996

      Finished goods                       $3,241,891
$3,003,898
      Work in process                          21,687
21,687
      Raw materials                           286,864
286,864

                                           $3,550,442
$3,312,449

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

      Goddard Valve Corp. - June 30, 1997 - $1,818,629
      (estimated) and September 28, 1996 - $1,657,426.
Interim
      inventories were valued by management using the
      gross profit method.

      Webstone Company, Inc. - June 30, 1997 - $1,731,813
      (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 June 30, 1997 long-term obligations consisted of the
following:

                                            LONG-TERM
CURRENT

   Revolving line of credit                 $728,503
$    -

   Capital lease obligation 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%.                          192,443
121,900

                                            $920,946
$121,900


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:

                                            June 30,
September 28,
                                             1997
1996
   Deferred tax asset
     Deferred compensation                $  220,400      $
220,400
     Inventory valuation                      61,400
60,800
     Accrued salaries                          6,200
6,200
     Accrued environmental                    18,000
4,000
     Bad debts                                13,900
11,000

                                             319,900
302,400

     Depreciation                             47,400
53,400

                                          $  272,500      $
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.


NOTE 8  COMMITMENTS:

During June 1996 the Company entered into a commitment to
construct an addition to its manufacturing and warehouse
facility in Worcester, Massachusetts.  The total
construction costs are expected to be approximately $270,000
which will be financed out of the Company's line of credit
facility with BankBoston.





                                  -8-


PART I - FINANCIAL INFORMATION

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

RESULTS OF OPERATIONS

FISCAL QUARTER ENDED JUNE 30, 1997 COMPARED TO
FISCAL QUARTER ENDED JUNE 30, 1996

      For the quarter ended June 30, 1997, consolidated
sales were $2,277,000, a 7.5% increase over the same quarter
of fiscal 1996.  However, as noted last quarter, the stron
growth in the level of new orders over the last couple of
years appears to have leveled off, which management believes
is a reflection of a temporary slow-down in the cryogenic
industry.  New Product lines were added to both divisions
during the last quarter and two additional new products are
expected to be added to the product line by the end of the
fiscal year.  Management anticipates that these new products
will add new customers and increase revenues in the final
quarter of the current fiscal year as well as in subsequent
years, although there can be no assurance that that will
occur.

      Gross profits as a percentage of sales increased from
32.6% in the third quarter of fiscal 1996 to 33.6% in the
most recent quarter, reflecting a change of product mix.
Selling and administrative expenses as a percentage of sales
increased from 19.8% in the corresponding quarter last year
to 21.3% in the most recent quarter as a result of the
appointment of additional sales representatives, while
interest costs were slightly lower in the most recent
quarter than in the corresponding quarter in 1996.  Earnings
for the period of $161,500 ($.08 per share) were a 9.1%
increase above the $147,900 ($.07 per share) earnings in the
third quarter of fiscal 1996.

NINE MONTH PERIOD ENDED JUNE 30, 1997 COMPARED TO
NINE MONTH PERIOD ENDED JUNE 30, 1996

      For the nine months ended June 30, 1997, consolidated
sales were $8,139,000 compared to sales of $5,966,000 for
1996, a 36.4% increase.  Goddard Valve's sales for the nine
month period were up by 62.7% because of a heavy backlog of
orders from new product lines and an increasingly larger
market share for our cryogenic valves.  Still to be
completed within the fiscal year are two new products that
will add further sales for this year and further growth for
the years ahead.  Our Webstone Division sales were just
slightly higher than the nine month period for 1996.

      Selling and Administrative expenses as a percentage of
sales for the nine month period were reduced slightly, while
gross profit margins for the period were 33.6%, somewhat
higher than the 32.7% reported for 1996.  Gross profit
margins vary slightly for each quarter because of product
mix changes for that quarter.  Inventory levels have
increased only 7.2% since the June 1996 quarter to keep up
with the 36.4% increase in sales.  Net earnings for the
first three quarters were $723,000
($.36 per/share) compared to $382,200 ($.19 per share) for
1996.



                                   -9-

LIQUIDITY AND CAPITAL RESOURCES


      Historically, the Company has funded operations
primarily through earnings and bank borrowings.  At June 30,
1997, the Company had net working capital of approximately
$4,163,000, including approximately $93,000 in cash.  The
Company has a line of credit of $1,750,000 from BankBoston
which expires March 30, 1999 and which is collateralized by
substantially all of the assets of the Company.  At June 30,
1997, approximately $728,500 has been drawn under this line
of credit.  The Company believes that its working capital
and cash position, together with this line of credit,
provide sufficient liquidity to handle the normal working
capital requirements of its present business.

      During the nine months ended June 30, 1997, operating
activities of the Company provided $357,000 of cash.  Cash
was generated principally from earnings ($723,000) and
depreciation and amortization ($181,000).  The principal
uses of cash were increases in inventories $238,000),
reductions in income taxes liabilities ($164,000) and a
decrease in accounts payable ($80,000).

      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 is in the process of adding 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.

      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.






















                                    -10-
     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-KSB 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 June 30, 1997.




































                        -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            , 1997


                         GODDARD INDUSTRIES, INC.



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