SECURITIES AND EXCHANGE COMMISSION
Washington, DC  20549


FORM 10-Q
(Mark One)
 [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

For the quarterly period ended              September 30,
1997
                                          OR

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

For the transition period from
                          to

33-93970
(Commission File Number)

International Wire Group, Inc.
(Exact name of Registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation or organization)

43-1705942
(I.R.S. Employer Identification No.)

101 South Hanley Road
St. Louis, MO  63105
(314) 719-1000
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)


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   [ ]

Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date:
<TABLE>
<CAPTION>

                                                        Outstanding at
           Class                                      October 31, 1997 

<S>                                                         <C>
International Wire Group, Inc.
  Common Stock                                              1,000
</TABLE>


<PAGE>
<TABLE>

INTERNATIONAL WIRE GROUP, INC.



<CAPTION>

INDEX
PART I - FINANCIAL INFORMATION                                             Page

<S>                                                                          <C>
International Wire Group, Inc.
Consolidated Balance Sheets as of September 30, 1997 and December 31, 1996    3
Consolidated Statements of Operations for the three and nine months ended
 September 30,1997 and the three and nine months ended September 30, 1996...  4
Consolidated Statements of Cash Flows for the nine months ended
 September 30, 1997 and nine months ended September 30, 1996..................5
Notes to Consolidated Financial Statements....................................6
Management's Discussion and Analysis of Financial Condition and Results
 of Operations........................................................... ...17

PART II - OTHER INFORMATION.............................................. ...20

SIGNATURES................................................................. .21
</TABLE>

<PAGE>
<TABLE>

INTERNATIONAL WIRE GROUP, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
<CAPTION>


                                                                    September 30,          December 31,
                                                               ------------------------ --------------------
                                                                        1997                   1996
                                                               ------------------------ --------------------
   ASSETS                                                            (Unaudited)

<S>                                                            <C>                      <C>
   Current assets:
     Cash and cash equivalents                                 
                                                                $     7,161             $         0
     Accounts receivable, less allowance of $ 1,417          
       and $1,363, respectively..........................      ......92,768                  71,181
     Inventories.....................................................66,949                  60,362
     Prepaid expenses and other......................................11,623                   5,060
     Deferred income                                                  5,375                   4,741
   taxes...............................................
       Total current assets.........................................183,876                 141,344
   Property, plant and equipment, net...............................158,352                 118,551
   Deferred financing costs, net.....................................23,956                  21,222
   Intangible assets, net...........................................243,160                 244,655
   Other assets.......................................................7,957                   5,248
       Total                                                     $  617,301             $   531,020
   assets......................................................

   LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT)

   Current liabilities:
     Current maturities of long-term obligations................$.....4,450             $    20,948
     Accounts payable................................................30,245                  45,832
     Accrued and other liabilities...................................57,779                  41,183
     Accrued interest................................................13,247                   4,648
       Total current liabilities....................................105,721                 112,611
   Long-term obligations, less current maturities...................519,901                 426,719
   Deferred income taxes.............................................14,719                  14,719
   Other long-term liabilities.......................................19,280                   2,162
       Total liabilities............................................659,621                 566,211
   Stockholder's equity (deficit):
     Common stock, $.01 par value, 1,000 shares                                          
       authorized, issued and outstanding................................ 0                       0
     Series A Senior Cumulative Exchangeable
       Redeemable Preferred Stock, $.01 par value,
   $25 liquidation value, 0 and 400,000 shares
   authorized, issued and outstanding, respectively.............
                                                                         --                       4
     Contributed capital............................................113,606                 125,340
     Carryover of predecessor basis.................................(67,762)                (67,762)
     Accumulated deficit............................................(88,164)                (92,773)
       Total stockholder's equity (deficit).........................(42,320)                (35,191)
       Total liabilities and stockholder's
   equity (deficit).............................................$...617,301             $   531,020
</TABLE>

See accompanying notes to the consolidated financial statements
<PAGE>
<TABLE>

INTERNATIONAL WIRE GROUP, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands)
(Unaudited)
<CAPTION>

                                                       Three Months                           Nine Months
                                                           Ended                                 Ended
                                                       September 30,                         September 30,
                                           ------------------ ---------------    ------------------ -------------
                                                 1997                1996               1997               1996
                                           ------------------ ---------------    ------------------ -------------
<S>                                        <C>                <C>                 <C>                <C>       
Net sales......................            $  170,768         $  133,496          $  536,319         $  399,612
  Operating expenses:                                                      
  Cost of goods sold...........               129,028            101,510             413,406            309,478
  Selling, general and
    administrative.............                14,863             10,485              42,582             31,063
  Depreciation and                                                                 
amortization...................                 9,287              6,987              25,454             19,933
  Inventory valuation                                                                                 
adjustment.....................                    --                 --                  --              8,500
  Expenses related to
plant closings.................                    --              2,000                 500              6,000
Operating income...............                17,590             12,514              54,377             24,638
 Other income (expense):                                                      
  Interest expense.............               (12,901)           (11,168)            (38,281)           (31,751)
  Amortization of                           
deferred                                        (935)               (948)             (2,992)            (2,762)
    financing costs............
  Other, net...................                  (122)                30                (111)               162
Income (loss) before income
taxes and extraordinary                         3,632                428              12,993             (9,713)
item...........................
Income tax provision...........                 1,450                202               5,393                777
Income (loss) before
extraordinary item.............                 2,182                226               7,600            (10,490)
Extraordinary item - loss
related to early
extinguishment of debt,
net of taxes of                                    --                 --              (2,991)                --
$1,995.........................
Net income (loss)..............            $    2,182        $      226           $    4,609         $  (10,490)
</TABLE>


       See accompanying notes to the consolidated financial statements
<PAGE>
<TABLE>

INTERNATIONAL WIRE GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
<CAPTION>


                                                                 Nine Months             Nine Months
                                                                    Ended                   Ended
                                                                September 30,           September 30,
                                                          ----------------------- ------------------------
                                                                    1997                     1996
                                                          ----------------------- ------------------------

Cash flows provided by operating activities:
<S>                                                       <C>                    <C>           
  Net income(loss)........................................$.....4,609             $   (10,490)
  Adjustments to reconcile net income       (loss) to
net cash provided by             operating activities:     
    Depreciation and amortization..............................25,454                  19,933
    Amortization of deferred financing        costs.............2,992                   2,762
    Extraordinary loss on early
extinguishment of debt..........................................4,986                      --
    Inventory valuation adjustment................................--                    8,500
    Change in assets and liabilities, net       of
acquisitions:
      Accounts receivable......................................(6,115)                 (6,722)
      Inventories..............................................18,599                  12,299
      Prepaid expenses and other...............................(4,569)                 (2,742)
      Accounts payable........................................(29,656)                (11,769)
      Accrued and other liabilities............................10,322                   2,203
      Accrued interest..........................................8,599                   5,353
      Income taxes payable/refundable..............................--                   4,497
      Other long-term liabilities...............................1,358                    (428)
Net cash provided by operating                                 36,579                  23,396 
activities...........................
Cash flows used in investing activities:
  Acquisitions, net of cash...................................(58,996)               (160,259)
  Capital expenditures........................................(15,320)                 (8,441)
Net cash used in investing activities.........................(74,316)               (168,700)
Cash flows provided by (used in)          financing
activities:
  Equity proceeds..................................................--                  45,039
  Proceeds from issuance of long-term
    Obligations...............................................228,125                 128,200
  Borrowing (repayment) of long-term
obligations, net.............................................(175,738)                (20,135)
  Cash dividends paid on preferred stock     and           
repurchase of stock of Holdings................................(2,078)                    --
  Financing fees and other.....................................(5,411)                 (7,800)
Net cash provided by financing activities......................44,898                 145,304
Net change in cash and cash equivalents.........................7,161                      --
Cash and cash equivalents at beginning of   the Period..............
                                                                   --                      --
Cash and cash equivalents at end of the    period.........$.....7,161            $         --
</TABLE>
See accompanying notes to the consolidated financial statements
<PAGE>
INTERNATIONAL WIRE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands)
(Unaudited)

1. The Company

International Wire Group, Inc. ("Group" or the "Company"), a Delaware
corporation, was formed to participate in the transactions contemplated by
the IW Acquisition (as described below). On June 12, 1995, Wirekraft
Holdings Corp. ("Wirekraft"), Omega Wire Corp. ("Omega"), International
Wire Holding Company ("Holding", the parent company of Group), Group,
Wirekraft Acquisition Company and certain shareholders of Wirekraft and
Omega entered into a series of acquisitions and mergers (the "IW
Acquisition") pursuant to which Group acquired all of the common equity
securities (and all securities convertible into such securities) of
Wirekraft and all of the common equity securities of Omega. On March 5,
1996, Wire Technologies, Inc. ("Wire Technologies"), a wholly-owned
subsidiary of the Company, acquired the businesses of Hoosier Wire, Inc.,
Dekko Automotive Wire, Inc., Albion Wire, Inc. and Silicones, Inc., a group
of affiliated companies operating together under the tradename Dekko Wire
Technology Group (the "DWT Acquisition"). On February 12, 1997, the Company
acquired all of the issued and outstanding common stock of Camden Wire Co.,
Inc.("Camden Wire")a wholly-owned subsidiary of Oneida LTD. (the "Camden
Acquisition"). See Note 3.

The Company through its two segments, the wire segment and the harness
segment, is engaged in the design, manufacture and marketing of
non-insulated and insulated copper wire and wire harnesses. The Company's
products are used by a wide variety of customers primarily in the
automotive, appliance, computer and voice/data communications and
industrial equipment industries.

2. Basis of Presentation

Unaudited Interim Consolidated Financial Statements

The unaudited interim consolidated financial statements reflect all
adjustments consisting only of normal recurring adjustments which are, in
the opinion of management, necessary for a fair presentation of financial
position and results of operations of the Company. The results for the
nine months ended September 30, 1997 are not necessarily indicative of the
results that may be expected for a full fiscal year. These financial
statements should be read in conjunction with the audited consolidated
financial statements and notes thereto included in the Company's Annual
Report on Form 10-K filed with the Securities and Exchange Commission for
the year ended December 31, 1996.

Statements of Cash Flows

Interest and taxes paid for the nine months ended September 30, 1997 were
$29,682 and $2,620, respectively.

Recently Issued Accounting Standards

Statement of Financial Accounting Standards No. 130, Reporting
Comprehensive Income, is effective for years beginning after December 15,
1997. This statement requires that an enterprise classify items of other
comprehensive income by their nature in the financial statements and
display the accumulated balance of other comprehensive income separately
from retained earnings and additional paid-in capital in the equity section
of the balance sheet.


<PAGE>

INTERNATIONAL WIRE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)

Statement of Financial Accounting Standards No. 131, Disclosures about
Segments of an Enterprise and Related Information, is effective for years
beginning after December 15, 1997. This statement requires that a public
business enterprise report financial and descriptive information about its
reportable business segments.

The Company believes that the future adoption of these statements will not
have a significant impact on the results of operations or financial position
of the Company but will require the Company to make additional disclosures.

3. Camden Acquisition
On February 12, 1997, the Company completed the Camden Acquisition. The
total consideration of $65,000 paid in connection with the Camden
Acquisition, including fees and expenses, consisted of (i) cash and (ii) the
assumption of debt related to Industrial Revenue Bonds, a non-cash item.
The cash portion of the consideration paid and the transaction fees and
expenses incurred in connection with the Camden Acquisition were funded with
$65,000 of senior debt under the Amended and Restated Credit Agreement. See
Note 4.

The Camden Acquisition was accounted for using the purchase method of
accounting whereby the total acquisition cost has been preliminarily
allocated to the consolidated assets and liabilities based upon their
estimated respective fair values. The purchase price allocations are still
in process. It is not expected that the final allocation of the purchase
cost will result in a materially different allocation than is presented
herein. The total acquisition cost is preliminarily allocated to the
acquired net assets as follows:
<TABLE>

<S>                                                                    <C>    
             Current assets............................................$48,033
             Property, plant &                                          42,041
             equipment.........................................
             Goodwill....................................................3,802
             Other, non-current..........................................1,696
             Fees and costs..............................................3,250
             Current liabilities.......................................(28,062)
             Other liabilities..........................................(5,760)
</TABLE>
                                                                       $65,000

Unaudited pro forma results of operations of the Company for the nine months
ended September 30, 1997 and September 30, 1996 are included below.

Such pro forma presentation has been prepared assuming that the Camden
Acquisition and related financing had occurred as of January 1, 1997 and
January 1, 1996, respectively, and that the DWT Acquisition and related
financing had occurred as of January 1, 1996.
<TABLE>
<CAPTION>

                                                                            Nine Months Ended
                                                                              September 30,
                                                                   ------------------ ------------------
                                                                         1997               1996
                                                                   ------------------ ------------------
<S>                                                                  <C>               <C>     
          Net sales..................................................$555,559....      $527,480
          Income (loss) before extraordinary item....................$..7,053....      $(13,000)
          Net income (loss)..........................................$..4,062....      $(13,000)
</TABLE>

4.    Inventories

         Inventories are valued at the lower of cost or market.  Cost
         is determined using the last-in, first-out ("LIFO") method.
<PAGE>


         INTERNATIONAL WIRE GROUP, INC.
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)


         The composition of inventories at September 30, 1997 is as follows:
<TABLE>


<S>                                                                      <C>       
          Raw materials..................................................$...27,402
          Work-in-process ...................................................17,676
          Finished goods ....................................................21,871
           Total                                                         $   66,949
</TABLE>

5.        Long-Term Obligations

         The composition of long-term obligations at September 30, 1997 is as 
         follows:
<TABLE>

         <S>                                                             <C>
          Credit Agreement:                                               
            Revolving credit facility....................................$.......--
            Term facility ..................................................184,625
          Senior Subordinated Notes.........................................150,000
          Series B Senior Subordinated Notes................................150,000
          Series B Senior Subordinated Notes Premium.........................12,764
          Exchange notes......................................................5,000
          Industrial revenue                                                 15,500
                   bonds........................................................
          Other                                                               6,462
                                                                            524,351
          Less, current maturities............................................4,450
                                                                         $  519,901
</TABLE>

         The schedule of  principal  payments for  long-term  obligations 
         at September 30, 1997 is as follows:

<TABLE>

          <S>                                                            <C>      
          1997                                                           $   1,079
          1998                                                               4,499
          1999                                                               5,832
          2000                                                               7,132
          2001                                                               8,000
          Thereafter.......................................................485,044.............
            Total                                                        $ 511,586 
</TABLE>


During the second quarter of 1997 the Company issued $150,000 of 11.75%
Series B Senior Subordinated Notes due June 2005, priced at 108.75% The
proceeds of this issuance were used to pay down the term facility of the
Credit Agreement.

Credit Agreement

In connection with the Series B Senior Subordinated Note issuance, the
Company amended the Amended and Restated Credit Agreement dated June 17,
1997, with certain financial institutions. This amendment to the Amended
and Restated Credit Agreement provides senior secured financing of up to
$260,500, consisting of a $25,000 Term A loan and a $160,500 Term B loan
(collectively called the "Term Facility") and a $75,000 revolving loan and
letter of credit facility (the "Revolver"). Mandatory principal payments of
the Term Facility are due in quarterly installments. The final installment
on the Term A loan is due September 30, 2002 at which time the Revolver is
also due. The final installment on the Term B Loan is due September 30,
2003.
<PAGE>


INTERNATIONAL WIRE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)


Borrowings under the Term A Loan and Revolver bear interest, at the option
of Group, at a rate per annum equal to (a) the Alternate Base Rate (as
defined in the Amended Credit Agreement) plus .5% or (b) the Eurodollar
Rate (as defined in the Amended Credit Agreement) plus 1.5%. Borrowings
under the Term B Loan bear interest, at the option of Group, at a rate per
annum equal to (a) the Alternate Base Rate (as defined in the Amended Credit
Agreement) plus 1.0% or (b) the Eurodollar Rate (as defined in the Amended
Credit Agreement) plus 2.0%. The Alternate Base Rate and Eurodollar Rate
margins are established quarterly based on a formula as defined in the
Amended and Restated Credit Agreement. Interest payment dates vary
depending on the interest rate option to which the Term Facility and
the Revolver are tied, but generally interest is payable quarterly. The
Amended and Restated Credit Agreement contains several
financial covenants which, among other things, require Group to maintain
certain financial ratios and restrict Group's ability to incur indebtedness,
make capital expenditures and pay dividends.

Senior Subordinated Notes

The Senior Subordinated Notes issued in connection with the Acquisitions and
the Series B Senior Subordinated Notes issued in connection with refinancing
of the Term Facility (collectively called the "Senior Notes") were issued
under similar indentures (the "Indentures") dated June 12, 1995 and June 17,
1997 respectively. The Senior Notes represent unsecured general obligations
of Group and are subordinated to all Senior Debt (as defined in the
Indenture) of Group.

The Senior Notes are fully and unconditionally (as well as jointly and
severally) guaranteed on an unsecured, senior subordinated basis by each
subsidiary of the Company (the "Guarantor Subsidiaries") other than Electro
Componentes de Mexico, S.A. de C.V. Wirekraft Industries de Mexico, S.A. de
C.V. and IWG-Philippines, Incorporated (newly formed with no operations)(the
"Non-Guarantor Subsidiaries"). Each of the Guarantor Subsidiaries and
Non-Guarantor Subsidiaries is wholly owned by the Company.
 
Exchange Notes

In February 1997, the Company exchanged $10,000 of Series A Senior
Cumulative Exchangeable Redeemable Preferred Stock (the "Preferred Stock")
for 14.0% Senior Subordinated Notes due June 1, 2005 (the "Exchange
Notes")and paid all dividends in arrears related to the Preferred Stock. The
Exchange Notes were issued under an indenture dated February 12, 1997 (the
"Exchange Indenture"). The Exchange Notes represent unsecured general
obligations of Group, are subordinated to all Senior Indebtedness (as
defined in the Exchange Indenture)of Group and rank on equal terms with the
Senior Notes.

In June 1997, the Company offered to repurchase its Exchange Notes for a
cash price of 113% of the principal amount, plus accrued interest. As a
result of this offer, the Company acquired $5,000 principal amount of these
notes.

The Exchange Notes are fully and unconditionally (as well as jointly and
severally) guaranteed on an unsecured, senior subordinated basis by each
Guarantor Subsidiary other than the Non-Guarantor Subsidiaries.

<PAGE>

INTERNATIONAL WIRE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)

The Exchange Notes mature on June 1, 2005. Interest on the Exchange Notes
is payable semi-annually on each June 1 and December 1. The Exchange Notes
bear interest at the rate of 14.0% per annum. The Exchange Notes may not be
redeemed prior to June 1, 2000, except in the event of a Change of Control
(as defined) and at such applicable premium (as defined). The Exchange Notes
are redeemable, at the Company's option, at the redemption prices of
105.875% at June 1, 2000, and at decreasing prices to 100% at June 1, 2003,
and thereafter, with accrued interest.

Industrial Revenue Bonds

In connection with the Camden Acquisition the company assumed debt related
to two Industrial Revenue Bonds (the "IRB's")totaling $15,500. The IRB's are
due in August, 2005 and March, 2016 in the amounts of $9,000 and $6,500,
respectively. The IRB's bear interest at a rate per annum which is tied to
the Tax Exempt Money Market Index. Rates change weekly and interest is paid
monthly.

6. Plant Closing Expense

In March 1997, the Company recorded a pre-tax charge to operations of $500
to provide for plant closing costs. The plant closing costs relate to
consolidating a wire segment facility and include provisions for certain
shut-down and severance related costs. A summary of activity related to
plant closing is as follows:
<TABLE>
<CAPTION>

                                                                            Nine               Nine
                                                                        Months Ended          Months
                                                                        September 30,          Ended
                                                                                           September 30,
                                                                      ------------------ ---------------
                                                                            1997               1996
                                                                      ------------------ ---------------

<S>                                                                   <C>                <C>     
           Balance, beginning of period...............................$..2,462           $    700
           Charges to operations:
             Facility shut-down costs......................................375              3,872
             Lease commitments............................................. --                773
             Key personnel and severance costs........................_....125              1,355
                                                                           500              6,000
           Costs incurred:
             Facility shut-down costs...................................(2,054)            (1,514)
             Lease commitments............................................(172)               (67)
             Key personnel and severance costs............................(486)              (783)
                                                                        (2,712)            (2,364)
           Balance, end of period.....................................$....250           $  4,336
</TABLE>


7. Income Taxes

Wirekraft's U.S. income tax returns for the years 1993-1995 are being
reviewed by the Internal Revenue Service. The proposed settlement is being
reviewed by the Joint Tax Committee. The Company believes that final
settlement will not have a material adverse effect and that adequate
amounts of taxes and related interest, if any, have been provided.

<PAGE>

INTERNATIONAL WIRE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)



8. Extraordinary Items-Loss Related to Early Retirement of Debt

In June 1997, the Company refinanced debt under the Credit Agreement.
Accordingly, the Company recorded an extraordinary loss of $2,601, net of
income tax related to the write-off of deferred financing fees. In addition,
the Company repurchased $5,000 of the Exchange Notes. An extraordinary loss
of $390, net of income tax, was recognized related to a prepayment premium.


9. Guarantor Subsidiaries

The Senior Notes and Exchange Notes are fully and unconditionally (as well
as jointly and severally) guaranteed on an unsecured, senior subordinated
basis by each subsidiary of the Company (the "Guarantor Subsidiaries") other
than Electro Componetes de Mexico, S.A. de C.V., Wirekraft Industries de
Mexico, S.A. de C.V. and IWG-Philippines, Incorporated (newly formed with no
operations)(the "Non-Guarantor Subsidiaries"). Each of the Guarantor
Subsidiaries and Non-Guaranantor Subsidiaries is wholly owned by the Company.

The following condensed, consolidating financial statements of the Company
include the accounts of the Company, the combined accounts of the Guarantor
Subsidiaries and the combined accounts of the Non-Guarantor Subsidiaries.
Given the size of the Non-Guarantor Subsidiaries relative to the Company on
a consolidated basis, separate financial statements of the respective
Guarantor Subsidiaries are not presented because management has determined
that such information is not material in assessing the Guarantor
Subsidiaries.

<PAGE>

         INTERNATIONAL WIRE GROUP, INC.
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)
<TABLE>

                                                                         TOTAL
                                                        TOTAL        NON-GUARANTOR
                                        COMPANY       GUARANTOR                         ELIMINATIONS         TOTAL
                                     -------------- --------------- ----------------- ------------------ ---------------
BALANCE SHEET
  AS OF SEPTEMBER 30, 1997

<S>                                  <C>           <C>             <C>               <C>                 <C>
ASSETS
Cash and cash equivalents............$      --      $   5,997       $     556         $     608          $   7,161
Accounts receivable...................      --         89,387           3,603              (222)            92,768
Inventories..........................       --         66,949              --                --             66,949
Other assets.........................       --         16,709             289                --             16,998
Total current assets.................       --        179,042           4,448               386            183,876
Property, plant and                                                                                       
equipment,                                  --        149,066           9,286               --             158,352
net.............................
Intangible assets, net...............   25,456        241,660              --               --             267,116
Investment in                          583,730             --              --          (583,730)               --
subsidiaries.........................
Other assets ........................       --          5,906           2,051                --              7,957
  Total assets.......................$.609,186     $ 575,674       $  15,785         $(583,344)         $ 617,301
</TABLE>
<TABLE>

LIABILITIES AND
STOCKHOLDER'S EQUITY
(DEFICIT)

<S>                                  <C>            <C>             <C>               <C>                <C>      
Current liabilities..................$  16,747      $  86,222       $   2,467         $     285          $ 105,721
Long-term obligations, less                                                                           
current maturities....                 498,889         21,012              --                --            519,901
Other long-term                             --         33,999              --                --             33,999
liabilities..........................
Intercompany (receivable) payable....                                                               
                                        68,108        (76,236)          8,027               101                 --
Total liabilities....................  583,744         64,997          10,494               386            659,621
Stockholder's equity
(deficit)
Common stock........................         0              0               0                 0                  0
Contributed capital.................   113,606        571,892             138          (572,030)           113,606
Carryover of                                                                                              
predecessor basis...........                --        (67,762)             --                --            (67,762)
Accumulated deficit................    (88,164)         6,547           5,153           (11,700)           (88,164)
Total stockholder's equity                                                                         
(deficit)..........................     25,442        510,677           5,291          (583,730)           (42,320)
Total liabilities and
stockholder's equity                                        
(deficit)...........................  $609,186      $ 575,674       $  15,785         $(583,344)         $ 617,301

</TABLE>
<PAGE>

<TABLE>

INTERNATIONAL WIRE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)
<CAPTION>

                                                                       TOTAL
                                                      TOTAL        NON-GUARANTOR
                                     COMPANY        GUARANTOR                         ELIMINATIONS         TOTAL
                                  --------------- --------------- ---------------- ------------------- ---------------
BALANCE SHEET
  AS OF DECEMBER 31, 1996

ASSETS
<S>                               <C>             <C>             <C>              <C>                 <C>     
 Cash and cash                    $      --       $    (138)      $     138        $      --           $     --
equivalents....................
Accounts receivable............          --          70,010           1,902             (731)            71,181
Inventories....................          --          59,648             714               --             60,362
Other assets..................        5,375           4,314             112               --              9,801
Total current assets..........        5,375         133,834           2,866             (731)           141,344
Property, plant and                                                                 
equipment,....................           --         109,774           8,777               --            118,551
net
Intangible assets, net.........      19,722         246,155              --               --            265,877
Investment in                       534,857              --              --         (534,857)                --
subsidiaries...................
Other assets ................            --           4,368             880               --              5,248
Total assets..................... .$559,954       $ 494,131       $  12,523        $(535,588)          $531,020
</TABLE>
<TABLE>

LIABILITIES AND
STOCKHOLDER'S EQUITY
(DEFICIT)

<S>                               <C>             <C>             <C>              <C>                 <C>     
Current liabilities...............$  24,620       $  85,866       $   2,856        $    (731)          $112,611
Long-term obligations,  less
current maturities.............                                                             
                                    420,422           6,297              --               --            426,719
Other long-term                                                                     
liabilities....................       6,081          20,790              10               --             26,881
Intercompany                                                                                             
(receivable) payable..........       76,260         (85,366)          9,106               --                 --
Total liabilities............       527,383          27,587          11,972             (731)           566,211
 Stockholder's equity
(deficit)
Common stock.................             0               0               0                0                  0
Preferred stock...............            4              --              --               --                  4
Contributed capital...........      125,340         572,012              18         (572,030)           125,340
Carryover of                                                                        
predecessor basis.............           --         (67,762)             --               --            (67,762)
Accumulated deficit...........
                                    (92,773)        (37,706)            533           37,173            (92,773)
Total stockholder's                                                                 
  equity (deficit)..........         32,571         466,544             551         (534,857)           (35,191)
Total liabilities
  and stockholder's                                                
equity                            $ 559,954       $ 494,131       $  12,523        $(535,588)          $531,020
(deficit)..................
</TABLE>
<PAGE>

<TABLE>

INTERNATIONAL WIRE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)
<CAPTION>

                                                                           TOTAL
                                                           TOTAL       NON-GUARANTOR
                                           COMPANY       GUARANTOR                       ELIMINATIONS        TOTAL
                                         ------------- --------------- --------------- ------------------ -------------
STATEMENT OF OPERATIONS
  FOR THE THREE MONTHS ENDED
SEPTEMBER 30, 1997

<S>                                      <C>           <C>             <C>               <C>              <C>     
Net sales...........................     $    --       $ 170,768       $  10,101         $(10,101)        $170,768

Operating expenses
Cost of goods sold.................           --         135,278           3,851          (10,101)         129,028
Selling, general and
administrative....................            --          11,752           3,111               --           14,863
Depreciation and                         
amortization.....................             --           8,262           1,025               --            9,287
Operating income (loss)                       --          15,476           2,114               --           17,590

Other income (expense):
  Interest expense...............        (12,901)             --              --               --          (12,901)
  Amortization of deferred
financing costs.................            (935)             --              --               --             (935)
  Equity in net income (loss)
     of
      subsidiaries................        16,018              --              --          (16,018)              --
  Other, net.......................           --            (123)              1               --             (122)
Income (loss) before income   tax
provision........................          2,182          15,353           2,115          (16,018)           3,632
Income tax provision...........               --           1,202             248               --            1,450

Net income (loss)                        $ 2,182       $  14,151        $  1,867       $  (16,018)        $  2,182
</TABLE>
<TABLE>
<CAPTION>
 
                                                                            TOTAL
                                                            TOTAL       NON-GUARANTOR
                                            COMPANY       GUARANTOR                       ELIMINATIONS          TOTAL
                                          ------------- --------------- --------------- ------------------ -----------------
STATEMENT OF OPERATIONS
  FOR THE THREE MONTHS ENDED
SEPTEMBER 30, 1996

<S>                                       <C>           <C>             <C>             <C>                <C>      
Net sales.................................$.   --       $ 133,496       $   7,633       $  (7,633)         $ 133,496

Operating expenses
  Cost of goods sold......................$.   --         104,675           4,468          (7,633)           101,510
  Selling, general and                     
administrative..............................   --           7,886           2,599              --             10,485
  Depreciation and
amortization................................   --           6,556             431              --              6,987
  Expenses related to plant
closings....................................   --           2,000              --              --              2,000
Operating income (loss)                        --          12,379             135              --             12,514

Other income (expense):
  Interest expense........................(11,168)             --             --               --            (11,168)
  Amortization of deferred
financing costs............................. (948)             --             --               --               (948)
  Equity in net income (loss) of
subsidiaries...............................12,342              --             --          (12,342)                --
  Other.....................................   --              30             --               --                 30
Income (loss) before income tax
provision...................................  226          12,409            135          (12,342)               428
Income tax provision........................   --              98            104               --                202

Net income (loss).........................$.  226       $  12,311       $     31        $ (12,342)         $     226
</TABLE>

<PAGE>
<TABLE>

INTERNATIONAL WIRE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)
<CAPTION>

                                                                       TOTAL
                                                        TOTAL      NON-GUARANTOR
                                        COMPANY       GUARANTOR                       ELIMINATIONS        TOTAL
                                      ------------- -------------- --------------- ------------------- --------------
STATEMENT OF OPERATIONS
 FOR THE NINE MONTHS ENDED
   SEPTEMBER 30, 1997

<S>                                   <C>           <C>            <C>             <C>                 <C>     
Net sales.............................$....--       $ 536,319      $  28,124       $  (28,124)         $536,319

Operating expenses:
  Cost of goods sold.......................--         430,072         11,458          (28,124)          413,406
  Selling, general and
administrative.............................--          33,121          9,461               --            42,582
  Depreciation and                     
amortization...............................--          23,380          2,074               --            25,454
  Expenses related to plant
closings...................................--             500             --               --               500
Operating income (loss)....................--          49,246          5,131               --            54,377

Other income (expense):
  Interest expense....................(38,281)             --             --               --           (38,281)
  Amortization of deferred
financing costs........................(2,992)             --             --               --            (2,992)
  Equity in net income
(loss) of
subsidiaries...........................48,873              --             --          (48,873)               --
  Other....................................--            (113)             2               --              (111)
Income (loss) before income
tax Provision...........................7,600          49,133          5,133          (48,873)           12,993
Income tax provision.......................--           4,880            513               --             5,393
Income (loss) before
extraordinary item......................7,600          44,253          4,620          (48,873)            7,600
Extraordinary item net of   taxes..........
                                       (2,991)             --             --               --            (2,991)

Net income (loss).....................$.4,609       $  44,253      $   4,620       $  (48,873)         $  4,609
</TABLE>
<TABLE>
<CAPTION>
 

                                                                           TOTAL
                                                           TOTAL       NON-GUARANTOR
                                          COMPANY        GUARANTOR                       ELIMINATIONS         TOTAL
                                      ---------------- --------------- --------------- ------------------ ---------------
STATEMENT OF OPERATIONS
  FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 1996

<S>                                   <C>              <C>             <C>             <C>                <C>      
Net sales.............................$.....--         $ 399,612       $ 23,729        $ (23,729)         $ 399,612

Operating expenses
  Cost of goods sold........................--           320,248         12,959          (23,729)           309,478
  Selling, general and
administrative..............................--            23,377          7,686               --             31,063
  Depreciation and                     
amortization................................--            18,756          1,177               --             19,933
  Inventory valuation                  
adjustment..................................--             8,500             --               --              8,500
  Expenses related to plant
closings....................................--             6,000             --               --              6,000
Operating income (loss)                     --            22,731          1,907               --             24,638

Other income (expense):
  Interest expense.....................(31,751)               --            --                --            (31,751)
  Amortization of deferred
financing costs.........................(2,762)               --            --                --             (2,762)
  Equity in net income
(loss)of subsidiaries...................24,023                --            --           (24,023)                --
  Other.....................................--               162            --                --                162
Income (loss) before income
tax provision..........................(10,490)           22,893         1,907           (24,023)            (9,713)
Income tax provision........................--               507           270                --                777

Net income (loss).....................$(10,490)        $  22,386       $ 1,637         $ (24,023)         $ (10,490)
</TABLE>
<PAGE>
<TABLE>

INTERNATIONAL WIRE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)
<CAPTION>

                                                                         TOTAL
                                                         TOTAL       NON-GUARANTOR
                                         COMPANY       GUARANTOR                       ELIMINATIONS          TOTAL
                                      -------------- --------------- --------------- ------------------ -----------------
STATEMENT OF CASH FLOWS
  FOR THE NINE MONTHS
   ENDED SEPTEMBER 30, 1997

Net cash from operating
<S>                                    <C>           <C>             <C>             <C>                <C>     
activities.............................$(30,209)     $   63,787      $   3,001       $     --           $ 36,579
Cash flows used in
  investing activities:
Acquisition, net of cash...................  --        (58,996)             --             --            (58,996)
Capital expenditures.......................  --        (12,737)         (2,583)            --            (15,320)
Net cash used in investing             
activities.................................  --        (71,733)         (2,583)            --            (74,316)
Cash flows provided by (used
in)financing          activities:
Proceeds from issuance of
long-term                               211,614         16,511              --            --             228,125
obligations......................
Repayment of long-term
obligations............................(173,916)        (1,822)             --            --            (175,738)
Cash dividends paid on
preferred stock and
repurchase of stock of Holdings.......
                                        (2,078)             --              --             --             (2,078)
 Financing fees and other...............(5,411)             --              --             --             (5,411)
Net cash provided by
financing activities....................30,209          14,689              --             --             44,898

Net change in cash and cash
equivalents...........................$.... --       $   6,743       $     418       $     --           $  7,161
</TABLE>
<TABLE>
<CAPTION>

                                                                          TOTAL
                                                           TOTAL      NON-GUARANTOR
                                          COMPANY        GUARANTOR                      ELIMINATIONS         TOTAL
                                       --------------- -------------- --------------- ------------------ ---------------
STATEMENT OF CASH FLOWS
  FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 1996

Net cash from operating
<S>                                    <C>             <C>            <C>             <C>                <C>     
activities.............................$.14,515        $  5,848       $  3,033        $     --           $ 23,396
Cash flows by used in
  investing activities:
Acquisition, net of cash...............(160,259)             --             --              --           (160,259)
Capital expenditures.......................  --          (6,011)        (2,430)             --             (8,441)
Net cash used in  investing
activities.............................(160,259)         (6,011)        (2,430)             --           (168,700)
Cash flows provided by       (used
in)financing         activities:
Equity proceeds..........................45,039              --             --              --             45,039
Proceeds from issuance of
long-term                               128,200              --             --              --            128,200
obligations......................
Repayment of long-term
obligations.............................(19,695)           (440)            --              --            (20,135)
Cash dividends paid on
preferred stock............................  --              --             --              --                 --
Financing fees and other.................(7,800)             --             --              --             (7,800)
Net cash provided by
financing activities....................145,744            (440)            --              --            145,304

Net change in cash and cash
equivalents............................$...  --        $   (603)      $    603        $     --           $     --
</TABLE>
<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

General

The following discussion and analysis includes the results of operations for the
three months and nine months ended September 30, 1997 compared to the three
months and nine months ended September 30, 1996, respectively. Included in the 
three months and nine months ended September 30, 1997 are the results of 
operations of Camden Wire Co., Inc. ("Camden Wire") from February 12, 1997, the
date of acquisition.

The Company conducts its operations through two segments: wire products, which
includes both non-insulated and insulated wire, and wire harness products. The
following table sets forth the major components of the results of operations on
a historical combined and consolidated basis and should be used in reviewing the
discussion and analysis of results of operations and liquidity and capital
resources.
<TABLE>

RESULTS OF OPERATIONS
(In thousands)
<CAPTION>

                                              Three Months Ended            Nine Months Ended
                                                September 30,                   September 30,
                                           ---------------- -------------- -------------- --------------
                                                1997            1996           1997           1996
                                           ---------------- -------------- -------------- --------------

<S>                                        <C>               <C>              <C>             <C>     
Wire sales.................................$..130,711        $   92,310       $405,867        $276,541
Harness sales..................................40,057            41,186        130,452         123,071 
  Net sales...................................170,768           133,496        536,319         399,612
Cost of goods sold............................129,028           101,510        413,406         309,478
Selling, general and                                                                           
administrative.................................14,863            10,485         42,582          31,063
Depreciation and amortization...................9,287             6,987         25,454          19,933
Inventory valuation adjustment.....................--                --             --           8,500
Expenses related to plant closings.................--             2,000            500           6,000
Operating income...........................$...17,590        $   12,514       $ 54,377        $ 24,638
</TABLE>


RESULTS OF OPERATIONS

Three Months Ended September 30, 1997 Compared to Three Months Ended September
30,1996

Net sales for the three months ended September 30, 1997 were $170.8 million,
representing a $37.3 million, or 27.9%, increase compared to the third quarter
of 1996. Wire segment (non-insulated and insulated wire) sales increased $38.4
million, or 41.6%, in the three months ended September 30, 1997 as compared to 
the three months ended September 30, 1996. This increase was primarily the
result of the acquisition of Camden Wire and increased demand in most major
markets served by the Company, including computer and electronics and
industrial. The three months ended September 30, 1997 included the operations 
of Camden Wire for the full quarter with sales of $31.5 million. Also,
contributing to the increase in sales was an increase in average copper prices.
In general, the Company prices its products based upon a spread over the cost
of copper, which results in an increased dollar value of sales when copper
prices increase. The average price of copper based upon the New York Mercantile
Exchange, Inc. ("COMEX") increased to $1.02 per pound over the three months
ended September 30, 1997 from $0.91 per pound over the three months ended
September 30, 1996. Within the harness segment, sales decreased $1.1 million,
or 2.7 %, for the three months ended September 30, 1997 compared to the same
period in 1996. This decrease was due to lower sales to one of the Company's 
large harness customers.



Cost of goods sold as a percentage of net sales decreased to 75.6% for the three
months ended September 30, 1997 from 76.0% for the three months ended September
30, 1996. This improvement reflected lower costs achieved through the transition
of certain harness segment business to lower-cost Mexican facilities, savings
realized from plant consolidation actions taken in 1996 and reduced material and
logistics costs. Partially offsetting these improvements was the impact of
higher copper prices. Because the Company's products are typically priced at a
spread over the cost of copper, a higher copper price leads to a lower gross
margin percentage but generally has no impact on gross margin dollars.

Selling, general and administrative expenses were $14.9 million for the three
months ended September 30, 1997 compared to $10.5 million for the same period 
in 1996. This $4.4 million increase primarily reflected the acquisition of 
Camden Wire and volume related items.

Depreciation and amortization was $9.3 million for the three months ended 
September 30, 1997 compared to $7.0 million for the same period in 1996. The 
increase of $2.3 million was the result of depreciation of property, plant and
equipment additions and the amortization of goodwill from the Camden Acquisition
partially offset by lower amortization as the result of the goodwill impairment 
charge recorded in 1996.

A $2.0 million pre-tax plant closing expense charge to operations was recorded 
in the third quarter of 1996. The plant closing costs related to shutting down
and consolidating several wire segment facilities. During the third quarter of
1997, there was no similar charge.

Nine Months Ended September 30, 1997 Compared to Nine Months Ended September
30, 1996

For the first nine months of 1997, net sales were $536.3 million, an increase of
$136.7 million over the same period in 1996. This 34.2% increase was the result
of the DWT Acquisition ("DWT"), the Camden acquisition, growth in the Company's 
computer and electronics, control signal and security and alarm accounts and a
6% harness segment sales increase. The increase in sales was also partially 
attributed to a slight increase in the average COMEX price of copper during the
nine months from $1.08 in 1996 to $1.09 in 1997.

Cost of goods sold as a percentage of net sales decreased to 77.1% for the nine
months ended September 30, 1997 from 77.4% for the nine months ended September 
30, 1996. This improvement reflected lower current period costs achieved through
the transition of certain harness segment business to lower-cost Mexican
facilities, savings realized from plant consolidation actions taken in 1996 and 
reduced material and logistics costs. This improvement was partially offset by
the impact of increasing copper prices.

Selling, general and administrative expenses were $42.6 million for the first 
nine months of 1997 compared to $31.1 million for the same period in 1996.
This $11.5 million increase primarily reflected the addition of DWT and Camden 
Wire and volume related items.

Depreciation and amortization was $25.5 million for the nine months ended
September 30, 1997 as compared to $19.9 million for the same period in 1996.
The increase of $5.6 million was the result of depreciation of property, plant 
and equipment additions and the amortization of goodwill from the Camden 
Acquisition partially offset by lower amortization as the result of the goodwill
impairment charge recorded in 1996.

A $8.5 million pre-tax inventory valuation charge was recorded in the first nine
months of 1996. This was the result of an adjustment to the LIFO valuation of
copper in inventory, reflecting the decrease in the copper cost per pound from
December 31, 1995 to September 30, 1996. During the first nine months of 1997,
a similar decrease did not occur.

A $6.0 million pre-tax plant closing expense charge to operations was recorded
in the first nine months of 1996. The plant closing costs. The plant closing 
costs related to shutting down and consolidating several wire segment 
facilities. During the same period in 1997, the Company recorded a $.5 million
pre-tax charge to operations for consolidating a wire segment facility.


LIQUIDITY AND CAPITAL RESOURCES

Net cash provided by operating activities was $36.6 million for the nine
months ended September 30, 1997, compared to $23.4 million for the nine months
ended September 30, 1996. The fluctuation was primarily due to the increase in
net income.

Net cash used in investing activities was $74.3 million for the nine months 
ended September 30, 1997 and includes (i) acquisition costs of $59.0 million, 
related to the Camden Acquisition and (ii) capital expenditures of $15.3
million. Net cash used in investing activities was $168.7 million for the nine
months ended September 30, 1996, and represented (i) acquisition costs of $160.3
million related to the DWT
Acquisition and (ii) capital expenditures of $8.4 million.

Net cash provided by financing activities was $44.9 million for the nine months
ended September 30, 1997 and includes (i) repurchase of $0.7 million of Holdings
common stock, (ii) proceeds of $228.1 million from the issuance of long-term 
obligations, (iii) net repayments of $175.7 million under debt obligations, 
(iv) payments of $5.4 million related to financing fees and (v) cash dividends 
of $1.4 million related to the Preferred Stock. Net cash provided by financing 
activities was $145.3 million for the nine months ended September 30, 1996 and
includes (i) proceeds of $173.2 million from the issuance of equity securities
and long-term obligations, (ii) net repayments of $20.1 million under debt
 obligations and (iii) payments of $7.8 million related to financing fees.

<PAGE>

PART II.  OTHER INFORMATION


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

(a)    Exhibits
       Exhibit 27.1 - Financial Data Schedule

(b)  Reports on Form 8-K
       No  reports  on  Form  8-K  have  been  filed  during  the  three 
       months  ended September  30, 1997.


SIGNATURES





Pursuant  to  the  requirements  of the  Securities  and  Exchange  Act  of
1934,  the Registrant  has duly caused  this report to be signed on its behalf
by the  undersigned hereunto duly authorized.

 
                                      INTERNATIONAL WIRE GROUP, INC.


Dated:  November 14, 1997   By   : /s/ JAMES N. MILLS
                                   ____________________________________
                            Name : James N. Mills
                            Title: Chairman of the Board and
                                   Chief Executive Officer
                                   (Principal Executive Officer of
                                   International Wire Group, Inc.)


                            By   : /s/ DAVID M. SINDELAR
                                   ____________________________________
                            Name : David M. Sindelar
                            Title: Senior Vice President
                                   (Principal Financial and
                                   Accounting Officer of
                                   International Wire Group, Inc.)