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