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                  March 31, 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                                   April 30, 1997 

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


<PAGE>


INTERNATIONAL WIRE GROUP, INC.


<TABLE>

<CAPTION>
                                                        INDEX                   Page 
PART I - FINANCIAL INFORMATION                                                                                      

  International Wire Group, Inc.
<S>                                                                              <C>                                    
    Consolidated Balance Sheets as of March 31, 1997 and December 31, 1996        3                                      
    Consolidated Statements of Operations for the three months ended March 31,   
      1997 and the three months ended March 31, 1996                              4
    Consolidated statement of cash flows for the three months ended March 31, 
      1997 and three months ended March 31, 1996                                  5 
    Notes to Consolidated Financial Statements                                    6
  Management's Discussion and Analysis of Financial Condition and Results         
  of Operations                                                                  11

PART II - OTHER INFORMATION                                                      14

SIGNATURES                                                                       15
</TABLE>



<PAGE>


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

                                                                                   March 31,            December 31,
                                                                                     1997                   1996
                                                                            ------------------------ --------------------
   ASSETS                                                                         (Unaudited)

<S>                                                                           <C>                      <C>
   Current assets:
     Cash................................................................     $          3,825         $             --
     Accounts receivable, less allowance of $ 1,343
       and $1,363, respectively..........................................              106,032                   71,181
     Inventories.........................................................               72,830                   60,362
     Prepaid expenses and other..........................................                9,679                    5,060
     Deferred income taxes...............................................                4,741             _______4,741
       Total current assets..............................................              197,107                  141,344
   Property, plant and equipment, net....................................              158,719                  118,551
   Deferred financing costs, net.........................................               23,401                   21,222
   Intangible assets, net................................................              247,980                  244,655
   Other assets..........................................................                7,100                    5,248
       Total assets......................................................           $  634,307         $        531,020

   LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

   Current liabilities:
     Current maturities of long-term obligations.........................           $   21,944         $         20,948
     Accounts payable....................................................               45,155                   45,832
     Accrued and other liabilities.......................................               56,512                   41,183
     Accrued interest....................................................                9,649                    4,648
       Total current liabilities.........................................              133,260                  112,611
   Long-term obligations, less current maturities........................              510,818                  426,719
   Deferred income taxes.................................................               15,532                   14,719
   Other long-term liabilities...........................................               18,856                   12,162
       Total liabilities.................................................              678,466                  566,211
   Stockholders' 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, 400,000 shares authorized,
   issued and outstanding................................................                   --                        4
     Contributed capital.................................................              114,080                  125,340
     Carryover of predecessor basis......................................              (67,762)                 (67,762)
     Accumulated deficit.................................................              (90,477)                 (92,773)
       Total stockholders' equity (deficit)..............................              (44,159)                 (35,191)
       Total liabilities and stockholders' equity (deficit)                            
                                                                                   $   634,307         $        531,020
</TABLE>

See accompanying notes to the consolidated financial statements



<PAGE>


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


                                                                                             Three Months          Three Months
                                                                                                Ended                 Ended
                                                                                              March 31,             March 31,
                                                                                                 1997                  1996
                                                                                         --------------------- ---------------------


<S>                                                                                            <C>                     <C>       
Net sales.......................................................................               $  176,153              $  118,807
Operating expenses:                                                                                             
  Cost of goods sold............................................................                  137,913                  93,475
  Selling, general and
    administrative..............................................................                   13,308                   9,721
  Depreciation and amortization.................................................                    7,511                   6,044
  Inventory valuation adjustment................................................                       --                   2,000
  Expenses related to plant
    closings....................................................................                      500                   4,000
Operating income................................................................                   16,921                   3,567
Other income (expense):                                                                                         
  Interest expense..............................................................                  (12,011)                 (9,572)
  Amortization of deferred
    financing costs.............................................................                     (995)                   (723) 
  Other, net....................................................................                       11                      89
Income (loss) before income tax provision.......................................                    3,926                  (6,639)
Income tax provision............................................................                    1,630                     255 
Net income (loss)...............................................................               $    2,296              $   (6,894)
</TABLE>

See accompanying notes to the consolidated financial statements


<PAGE>


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

                                                                             Three Months            Three Months
                                                                                Ended                    Ended
                                                                              March 31,                March 31,
                                                                                  1997                     1996
                                                                       ------------------------ ------------------------

Cash flows provided by (used in) operating
  activities:                                                           
<S>                                                                         <C>                       <C>        
  Net income(loss)..................................................        $     2,296               $   (6,894)
  Adjustments to reconcile net income (loss) to       net cash
provided by (used in) operating        activities:                      
    Depreciation and amortization...................................              7,511                    6,044
    Amortization of deferred financing costs........................                995                      723
    Inventory valuation adjustment..................................                 --                    2,000
    Change in assets and liabilities, net of
      acquisitions:
      Accounts receivable...........................................            (19,379)                  (8,568)
      Inventories...................................................             12,958                      292
      Prepaid expenses and other....................................             (1,159)                    (335)
      Accounts payable..............................................            (14,655)                  (3,150)
      Accrued and other liabilities.................................              1,963                    2,743
      Accrued interest..............................................              5,001                    6,517
      Other long-term liabilities...................................               (139)                    (101)
Net cash used in operating                                                       (4,608)                    (729) 
activities...............................
Cash flows provided by (used in) investing
  activities:
  Acquisitions, net of cash.........................................            (58,996)                (160,259)
  Capital expenditures     .........................................             (3,038)                  (2,537)
Net cash from investing activities..................................            (62,034)                (162,796)
Cash flows provided by (used in) financing
  activities:
  Equity proceeds...................................................                 --                   45,039
  Proceeds from issuance of long-term
    obligations.....................................................             65,000                  128,200
  Borrowing of long-term obligations......................                       10,095                    3,100
  Cash dividends paid on preferred stock............................             (1,378)                      --
  Financing fees and other..........................................             (3,250)                  (7,800)
Net cash from financing activities..................................             70,467                  168,539
Net change in cash and cash equivalents.............................              3,825                    5,014
Cash at beginning of the
  period............................................................                 --                       --
Cash at end of the period...........................................        $     3,825               $    5,014
</TABLE>

See accompanying notes to the consolidated financial statements



<PAGE>

INTERNATIONAL WIRE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share data)
(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")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 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.  The results  for the three  months  ended March 31,
1997 are not  necessarily  indicative  of the results that may be expected for a
full fiscal year.

Statement of Cash Flows

Interest  and taxes paid for the three  months  ended March 31, 1997 were $7,010
and $166, respectively.

3.       Camden Acquisition

On  February  12,  1997,  the  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.   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.


<PAGE>


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


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......................................................           $49,666
             Property, plant & equipment.........................................            42,041
             Goodwill............................................................             3,572
             Other, non-current..................................................             1,728
             Fees and costs......................................................             3,250
             Current liabilities.................................................           (27,612)
             Other liabilities...................................................            (7,645)
                                                                                            $65,000
</TABLE>

Unaudited  pro forma  results of  operations of the Company for the three months
ended  March 31,  1997 and March 31,  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>

                                                                                            Three Months Ended
                                                                                                 March 31,
                                                                                          1997              1996
                                                                                    ----------------- ------------------
<S>                                                                                        <C>               <C>     
          Net sales..............................................................          $195,144          $180,568
          Net income (loss)......................................................          $  1,231          $ (3,939)
</TABLE>

4.    Inventories

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

         The composition of inventories at March 31, 1997 is as follows:
<TABLE>


<S>                                                                                              <C>       
          Raw materials........................................................................  $   33,946
          Work-in-process .....................................................................      16,743
          Finished goods ......................................................................      22,141
           Total                                                                                 $   72,830
</TABLE>



<PAGE>


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


5.       Long-Term Obligations
         The composition of long-term obligations at March 31, 1997 is as
         follows:
<TABLE>

<CAPTION>
          Credit Agreement:                                                                       
<S>                                                                                              <C>       
            Revolving credit facility..........................................................  $   18,800
            Term facility .....................................................................     331,488
          Senior subordinated and exchange notes...............................................     160,000
          Industrial revenue bonds                                                                   15,500
                
          Other                                                                                       6,974
                                                                                                    532,762
          Less, current maturities.............................................................     (21,944)
                                                                                                 $  510,818

</TABLE>
         The schedule of principal payments for long-term  obligations at
         March 31, 1997 is as follows:
<TABLE>


<S>                                                                                              <C>       
          1997                                                                                   $   16,173
          1998                                                                                       24,153
          1999                                                                                       29,493
          2000                                                                                       62,669
          2001                                                                                       57,508
          Thereafter...........................................................................     342,766
            Total                                                                                $  532,762
</TABLE>


In  connection  with the Camden  Acquisition,  Holding and the  Company  entered
into an Amended and  Restated  Credit  Agreement  dated as of February  12, 1997
with  certain   financial   institutions.   The  Amended  and  Restated   Credit
Agreement   provides   senior  secured   financing  of  up  to  $428.5  million,
consisting of an $111.0  million,  Term A loan,  an $115.0  million Term B loan,
an $127.5  million Term C loan  (collectively  the "Term  Facility") and a $75.0
million   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,
2000 at which  time the  Revolver  is also due.  The final  installments  on the
Term B Loan and Term C Loan are due  September  30, 2002 and September 30, 2003,
respectively.

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  1.5%  or (b)  the  Eurodollar  Rate  (as
defined  in the  Amended  Credit  Agreement)  plus  2.5%.  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 and Restated  Credit
Agreement)  plus 2.0% or (b) the  Eurodollar  Rate (as  defined  in the  Amended
and  Restated  Credit  Agreement)  plus 3.0%.  Borrowings  under the Term C 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 and  Restated  Credit  Agreement
plus 2.5% or (b) the  Eurodollar  Rate (as defined in the  Amended and  Restated
Credit  Agreement)  plus  3.5%.  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


<PAGE>


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


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 due 2005 ("the Senior  Notes") were issued under
an  indenture,  dated June 12, 1995 (the  "Indenture")  in  connection  with the
Acquisitions.  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,  which were  originally  sold pursuant to an exemption
from the  registration  requirements  of the Securities Act of 1933, as amended,
were  exchanged  for  identical  notes  registered  under such Act in  November,
1995.

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. and Wirekraft  Industries de Mexico,  S.A.
de   C.V.   (The   "Non-Guarantor   Subsidiaries").   Each   of  the   Guarantor
Subsidiaries  and  Non-Guarantor  Subsidiaries  is wholly  owned by the Company.
Separate  financial  statements for the respective  Guarantor  Subsidiaries  are
not contained  herein  because the aggregate net assets,  liabilities,  earnings
and equity of the  Guarantor  Subsidiaries  is  substantially  equivalent to the
net assets,  liabilities,  earnings and equity of the Company on a  consolidated
basis.
 
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.

The  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
Componentes  de Mexico,  S.A. de C.V. and Wirekraft  Industries de Mexico,  S.A.
de   C.V.   (The   "Non-Guarantor   Subsidiaries").   Each   of  the   Guarantor
Subsidiaries  and  Non-Guarantor  Subsidiaries  is wholly  owned by the Company.
Separate  financial  statements for the respective  Guarantor  Subsidiaries  are
not contained  herein  because the aggregate net assets,  liabilities,  earnings
and equity of the  Guarantor  Subsidiaries  is  substantially  equivalent to the
net assets,  liabilities,  earnings and equity of the Company on a  consolidated
basis.

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)  or  Initial  Public  Offering  (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.  In  addition,  prior to June 1, 1998,  the Company may redeem  within
guidelines specified in the Indenture, up to $3,000 of


<PAGE>


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


the  Exchange  Notes  with the  proceeds  of one or more  Equity  Offerings  (as
defined) by the Company or Holding at a redemption  price of 110%,  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 pretax 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.


<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  ended March 31, 1997  compared to the
three months  ended March 31, 1996.  Included in the three months ended
March 31,  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.

                                                RESULTS OF OPERATIONS
                                                    (In thousands)
<TABLE>
<CAPTION>

                                                                                     Three Months Ended
                                                                                           March 31,
                                                                                      1997            1996
                                                                                  -------------- ---------------

<S>                                                                                    <C>            <C>     
Wire sales......................................................................       $131,436       $ 77,868
Harness sales...................................................................         44,717         40,939
  Net sales.....................................................................        176,153        118,807
Cost of goods sold..............................................................        137,913         93,475
Selling, general and administrative.............................................         13,308          9,721
Depreciation and amortization...................................................          7,511          6,044
Inventory valuation adjustment..................................................             --          2,000
Expenses related to plant closings..............................................            500          4,000
Operating income................................................................       $ 16,921       $  3,567
</TABLE>

RESULTS OF OPERATIONS

Three Months Ended March 31, 1997 Compared to Three Months Ended March 31, 1996

Net  sales for the three  months  ended  March  31,  1997 were  $176.2  million,
representing  a $57.3  million or 48.3%  increase  compared  to the first  three
months of 1996.  Wire segment sales  increased  $53.6 million,  or 68.8%, in the
three  months  ended March 31, 1997 as compared to the three  months ended March
31, 1996.  This increase was primarily  the result of the DWT  Acquisition,  the
Camden  Acquisition,  and  growth in the  company's  computer  and  electronics,
control  signal and  security and alarm  accounts.  The three months ended March
31, 1997  included the  operations  of Wire  Technologies  for the full quarter,
while the same  period in 1996  included  the  operations  of Wire  Technologies
from March 5, 1996.  Wire  Technology  sales  increased  $26.9  million  for the
three months  ended March 31, 1997,  as compared to the three months ended March
31, 1996. In addition,  the first quarter of 1997 includes  $25.4 million of net
sales from Camden  Wire.  This growth was  partially  offset by a decline in the
average  price of copper  during the three months ended March 31, 1997  compared
to the same period in 1996. In general,  the Company  prices its products  based
upon a spread  over the cost of  copper,  which  results in a  decreased  dollar
value of sales when copper  prices  decrease.  The average price of copper based
upon the New York  Commodity  Exchange,  Inc.  ("COMEX")  declined  to $1.11 per
pound over the three  months  ended March 31, 1997 from $1.18 per pound over the
three months ended March 31, 1996.
Within  the  harness  segment,  sales  increased  $3.8  million or 9.2 % for the
three  months  ended  March 31, 1997  compared to the same period in 1996.  This
increase  was due to higher  sales to General  Electric  Company  and most other
major harness customers.



Cost of goods  sold as a  percent  of sales  decreased  to 78.3%  for the  three
months  ended  March 31,  1997 from 78.7% for the three  months  ended March 31,
1996. This decrease  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,

products  are  typically  priced at a spread  over the cost of  copper,  a lower
copper price leads to a higher  gross margin  percentage  but  generally  has no
impact on gross margin dollars.

Selling,  general and  administrative  expenses  were $13.3 million in the first
quarter of 1997  compared to $9.7  million for the first  quarter of 1996.  This
$3.6  million  dollar  increase  reflected  the  addition of Camden Wire and the
effect of including  Wire  Technologies  for the entire  first  quarter of 1997.
Expressed as a percent of sales,  selling,  general and administrative  expenses
decreased  from 8.2% for the three  month  period  ended  March 31, 1996 to 7.6%
for  the  three-month  period  ended  March  31,  1997.  This  improvement as a
percent  of  sales  reflected  synergies  created  as  the  result  of  the  DWT
Acquisition and increased sales volume.

A $2.0 million pre-tax inventory valuation charge was recorded in the first
quarter 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 March 31, 1996.  During the first quarter of 1997 a 
similar decrease did not occur.  A $4.0 million pre-tax charge to operations
was recorded in March, 1996, representing plant closing costs.  The 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 used in  operating  activities  was $4.6  million for the three  months
ended March 31, 1997,  compared to $.7 million used in operating  activities for
the three months ended March 31, 1996.  The  fluctuation  was  primarily  due to
changes in working capital.

Net cash used in investing  activities  was $62.0  million for the first quarter
of 1997 and  includes (i)  acquisition  costs of $59.0  million,  related to the
Camden  Acquisition  and (ii) capital  expenditures  of $3.0  million.  Net cash
used in investing  activities  was $162.8  million for the first quarter of 1996
and  represented  (i)  acquisition  costs  of  $160.3  million  related  to  the
acquisition  of Dekko Wire  Technology  Group and (ii) capital  expenditures  of
$2.5 million.

Net cash  provided  by  financing  activities  was $70.5  million  for the three
months  ended March 31, 1997 and  includes  (i)  proceeds of $65.0  million from
the issuance of long-term  obligations,  (ii) net  borrowings  of $10.1  million
under debt  obligations,  (iii)  payments of $3.2  million  related to financing
fees and (iv) cash  dividends of $1.4 million  related to the  Preferred  Stock.
Net cash  provided  by  financing  activities  was $168.5  million for the three
months ended March 31, 1996 and  includes  (i)  proceeds of $173.2  million from
the  issuance  of  equity  securities  and  long-term   obligations,   (ii)  net
borrowings of $3.1 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  March 31,1997.


<PAGE>


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:  May 12, 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.)