UNITED STATES
                        SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549

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

                     For the fiscal year ended June 30, 1997

                                        OR

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

                           Commission File No. 1-10281

                             SMITH CORONA CORPORATION
              (Exact name of registrant as specified in its charter)

Delaware                                                           51-0286862
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                              Identification No.)

                  839 Route 13 South, Cortland, New York  13045
                (Address of principal executive offices)(Zip Code)
                                  (607) 753-6011
               (Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
     Common Stock, $.001 par value

     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 by check mark if disclosure of delinquent filers pursuant to 
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information 
statements incorporated by reference in Part III of this Form 10-K or any 
amendment to this Form 10-K. [ ]
The aggregate market value of the voting stock and non-voting common equity of
the registrant held by non-affiliates of the registrant as of September 1, 1997:
$7,112,993 (Such amount has been computed as described in "Market for 
Registrant's Common Equity and Related Stockholder Matters.")

               APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities 
Exchange Act of 1934 subsequent to the distribution of securities under a 
plan confirmed by a court.   
Yes X  No   

Number of shares of Common Stock outstanding as of September 1, 1997: 2,676,197.
                       Documents Incorporated by Reference
  Document                                                   Part of Form 10-K
Portions of the Proxy Statement relating to registrant's              Part III
     1997 Annual Meeting of Stockholders, to be filed with the
     Commission within 120 days after the close of the 
     registrant's fiscal year
                                         


TABLE OF CONTENTS


PART I . . . . . . . . . . .  . . . . . . . . . . . . . . . . . . . . . . . .1
     Item 1. Business. . .. . . . . . . . . . . . . . . . . . . . . . . . . .1
          General. . .  . . . . . . . . . . . . . . . . . . . . . . . . . . .1
          Restructuring and Bankruptcy Reorganization. . . . . . .. . . . . .1
          History of the Business. . . . . . . . . . . . . . .  . . . . . . .3
          Products . . . . . . . . . . . . . . . . . . . . .. . . . . . . . .4
          Marketing, Sales and Distribution. . . . . . .  . . . . . . . . . .5
          Service. . . . . . . . . . . . . . . . . . .. . . . . . . . . . . .6
          Seasonality. . . . . . . . . . . . . . .  . . . . . . . . . . . . .6
          Manufacturing Operations . . . . . . .. . . . . . . . . . . . . . .6
          Competition. . . . . . . . . . . .  . . . . . . . . . . . . . . .  7
          Patents, Trademarks and Licenses .  . . . . . . . . . . . . . . .  7
          Employees. . . . . . . . . . . .. . . . . . . . . . . . . . . . .  8
          Research and Development . .  . . . . . . . . . . . . . . . . . .  8
          Raw Materials. . . . . . .. . . . . . . . . . . . . . . . . . . .  8

     Item 2. Properties. . . . . . . . . . . . . . .  . . . . . . . . . . .  9

     Item 3. Legal Proceedings . . . . . . . . . .  . . . . . . . . . . . .  9

     Item 4. Submission of Matters to a Vote of Security Holders . . . .  . 11

     Executive Officers of the Registrant. . . . . . . .  . . . . . . . . . 11

PART II. . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . 14
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters14

     Item 6. Selected Financial Data . . . . . . . . .. . . . . . . . . . . 15

     Item 7. Management's Discussion and Analysis of Results of Operations
               and Financial Condition . . . . . .. . . . . . . . . . . . . 17

     Item 8. Financial Statements and Supplementary Data . . . . .  . . . . 23

     Item 9. Changes in and Disagreements with Accountants on Accounting
               and Financial Disclosure. . . . . .  . . . . . . . . . . . . 23

PART III . . . . . . . . . . . .  . . . . . . . . . . . . . . . . . . . . . 24
     Item 10. Directors and Executive Officers of the Registrant . . . .  . 24

     Item 11. Executive Compensation . . . . . . .  . . . . . . . . . . . . 24

     Item 12. Security Ownership of Certain Beneficial Owners and Management24

     Item 13. Certain Relationships and Related Transactions . . . . . .. . 24

PART IV. . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . 25
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K   25

Index to Consolidated Financial Statements and Financial Statement Schedule. 30

                              PART I

Item 1. Business
                           The Company

General

Smith Corona Corporation (the "Company") is dedicated to
providing office product solutions to the small office/home
office and home markets through new and emerging technologies in
addition to its traditional portable electronic typewriters,
personal word processors and related accessories and supplies
business.

The Company was incorporated in 1985 in the State of Delaware. 
Prior to 1986, the businesses of the Company were operated by SCM
Corporation ("SCM") which was acquired by Hanson PLC ("Hanson")
in March 1986.  At the time it was acquired, SCM consisted of a
number of businesses, including the current business of the
Company and businesses in the chemical, paper and food
industries.  On August 3, 1989, the Company completed a
registered public offering of 14,750,000 shares of common stock,
par value $.01 per share (the "Old Common Stock").  On July 5,
1995, the Company filed for relief under Chapter 11 of the United
States Bankruptcy Code (the "Bankruptcy Code").  Upon emergence
from bankruptcy proceedings on February 28, 1997, the Old Common
Stock was canceled, registered holders of the Old Common Stock as
of August 15, 1996 received warrants to purchase one share of
common stock, par value $.001 per share (the "Common Stock"), for
each twenty shares of Old Common Stock and certain of the
Company's creditors received Common Stock.  (See "Restructuring
and Bankruptcy Reorganization" for further discussion of the
bankruptcy proceedings.)

Restructuring and Bankruptcy Reorganization

On May 8, 1995 the Company announced a major restructuring plan
whereby (i) the Company's typewriter manufacturing would be
relocated from its Singapore and Batam Island, Indonesia
facilities to its Mexico facility and (ii) approximately 180
support positions within research and development, finance,
service, distribution, selling and marketing areas in both its
Cortland, New York and New Canaan, Connecticut locations would be
eliminated (the "Restructuring").

As a result of the Company experiencing sales declines and
operating losses, having extended payment of obligations owed to
its trade vendors, and needing additional financing to meet
operating requirements and fund the Restructuring, on July 5,
1995 (the "Petition Date"), the Company filed a voluntary
petition for relief under Chapter 11 of the Bankruptcy Code in
the United States Bankruptcy Court for the District of Delaware
(the "Bankruptcy Court").  On August 18, 1995, SCM Office
Supplies, Inc., SCC LI Corporation (formerly known as Histacount
Corporation) and Hulse Manufacturing Company, all wholly-owned
nonoperating subsidiaries of the Company (collectively, the
"Nonoperating Subsidiaries"), filed Chapter 11 petitions.  On
October 31, 1996, Smith Corona Overseas Holdings, Inc., SCM
Inter-American Corporation and SCM (United Kingdom) Limited, all
wholly-owned domestic subsidiaries (the "Wholly-Owned Domestic
Subsidiaries"), also filed Chapter 11 petitions.  (The petitions
of the Company, the Nonoperating Subsidiaries and the Wholly-Owned Domestic 
Subsidiaries are referred to herein collectively
as the "Bankruptcy Proceedings").  The primary purpose of the
October 31, 1996 filings, which had no effect on operations, was
to better protect corporate assets during the reorganization
period.  The Bankruptcy Proceedings primarily related to all U.S.
assets and operations and did not involve the Company's
international subsidiaries.  From July 5, 1995 to February 28,
1997, the Company operated as a debtor-in-possession.

On September 9, 1996, the Company filed its Third Amended Second
Joint Plan of Reorganization (the "POR") and Third Amended Second
Disclosure Statement with the Bankruptcy Court, which Disclosure
Statement was approved by the Bankruptcy Court for solicitation
of creditor acceptance of the POR.  On January 27, 1997 the
Bankruptcy Court entered an order confirming the Company's POR
(the "Confirmation Order").  The Confirmation Order was subject
to satisfaction of certain conditions precedent to the effective
date.  The Company satisfied the conditions and emerged from the
Bankruptcy Proceedings on February 28, 1997 (the "Effective
Date").

Under the POR, all allowed general unsecured claims will be
satisfied through the distribution to holders of such claims of
(i) the unsecured class cash of approximately $11.3 million (less
any amounts paid to holders of allowed convenience class claims
discussed below), and (ii) 85 percent of the Common Stock to be
issued pursuant to the POR (determined on a fully diluted basis,
not including the effect of the exercise of any of the below
described warrants). Each holder of an allowed general unsecured
claim will receive one share of the Common Stock for each ten
dollars in allowed claim value.  All allowed claims senior to
allowed general unsecured claims will be satisfied by the payment
in full in cash or notes (as provided by the Bankruptcy Code) or
the assumption of all such claims.  The distributions to holders
of allowed general unsecured claims and claims senior to such
claims have commenced.  In addition, allowed convenience class
claims (general unsecured claims of one thousand five hundred
dollars or less) have received payment in cash in an amount equal
to 60 percent of the amount of such claims and registered holders
as of August 15, 1996, of the Old Common Stock have received
warrants to purchase one share of Common Stock for each twenty
shares of Old Common Stock.
For further discussion of the Company's Restructuring and
bankruptcy reorganization, see "Business - Manufacturing
Operations" and "Management's Discussion and Analysis of Results
of Operations and Financial Condition."

History of the Business

The Company's typewriter and personal word processor business
traces its origins back to the 1880's with the development of
office typewriters.  The Company introduced the world's first
portable electric typewriter in 1957 and, for the next decade,
the Company had the only portable electric typewriter available
in the marketplace.  In 1973, the Company introduced its
revolutionary cartridge ribbon system, which is still used today. 
Beginning in 1979, the Company moved into electronics with major
research and development efforts and, in 1981, introduced its
first electronic typewriter product to the marketplace.

During the early 1980's, as the market shifted to electronic
typewriters, Japanese manufacturers became a significant factor
in the world marketplace.  In order to compete effectively,
between 1984 and 1986 the Company developed and implemented a
major business restructuring of its typewriter operations which
resulted in substantially reduced manufacturing costs, a
streamlined product line, a 50% reduction in worldwide employment
and the consolidation of certain of its United States operations.

In 1985, the Company developed and introduced the industry's
first personal word processors, and, in 1989, the Company
introduced the industry's first laptop personal word processor.

During the year ended June 30, 1995, the Company sold
substantially all of the assets and liabilities of SCM Office
Supplies, Inc. and Histacount Corporation ("Histacount"),
respectively, two of its wholly-owned subsidiaries.  The results
of operations and gain (loss) on sale related to SCM Office
Supplies, Inc. and Histacount are presented as discontinued
operations in the consolidated financial statements (see
Consolidated Financial Statements in this Form 10-K Annual
Report).  Business operations of these two entities primarily
consisted of the manufacture and distribution of office supplies
and customized printed products, respectively.

From July 5, 1995 to February 28, 1997 the Company operated as a
debtor-in-possession while in the Bankruptcy Proceedings.  On
January 27, 1997 the Bankruptcy Court entered the Confirmation
Order.  The Confirmation Order was subject to satisfaction of
certain conditions precedent to the Effective Date.  The Company
satisfied the conditions and emerged from the Bankruptcy
Proceedings on the Effective Date.  During the Bankruptcy
Proceedings, the Company confined expenditures to those
manufacturing and operating costs that were necessary to preserve
and maintain going-concern value.  In light of its financial
condition, the Company also implemented a planned reduction in
its workforce and a consolidation of its world headquarters from
New Canaan, Connecticut to its facility in Cortland, New York. 
Additionally, as part of the Restructuring, the Company relocated
its typewriter manufacturing operations to its Mexico facility
from facilities in Singapore and Batam Island, Indonesia.  See
"Business -- Restructuring and Bankruptcy Reorganization" and
"Management's Discussion and Analysis of Results of Operations
and Financial Condition."

                             Products

The Company plans to significantly expand its product line,
primarily by sourcing new products from outside manufacturers. 
Such sourcing includes entering into strategic alliances with
third parties in the United States, Europe and the Far East to
provide products or services.  In that respect, the Company's
efforts are focused on forging alliances with companies that
provide technologically advanced products for the small office
and home office environment but presently do not have a
substantial United States market share or market presence, and
are intent on building or increasing market share by selling
their products under the well-known "Smith Corona" name.  The
Company intends to rely on its existing distribution network to
become a leading vendor of technologically advanced products for
the small office and home office.  In the fall of 1997, newly
sourced and manufactured products will be available under the
Smith Corona brand name.  The product offerings will include
items in the telephony and facsimile product lines.  Further, the
Company intends to maintain its core business of manufacturing
and distributing its current product line of typewriters and
related supplies and accessories to satisfy continuing worldwide
demand for these products. Due to substantial sales volume
reductions, in June 1997 the Company ceased the manufacture of
personal word processors; servicing and customer support of
personal word processors, however, will continue.

The Company currently designs, manufactures and sells, both
domestically and internationally, portable and compact electronic
typewriters and related accessories and supplies for use in the
home, at school and in small offices.  The Company focuses its
design and development of these products on the major desires of
purchasers: ease of use and incorporation of displays, as well as
a full array of word processing features, including dictionary
spell checkers and grammar features.  The Company's market base
of typewriters and personal word processors provides a market for
its accessories and supplies business.




The products or classes of similar products that accounted for
10% or more of net sales of the Company in any of the Company's
last three fiscal years were (i) portable and compact electronic
typewriters, which accounted for 45.1%, 38.1% and 39.8% of net
sales in the fiscal years ended June 30, 1997, 1996 and 1995,
respectively, (ii) personal word processors, which accounted for
11.5%, 21.8% and 34.6% of net sales in the fiscal years ended
June 30, 1997, 1996 and 1995, respectively, and (iii) typewriters
and personal word processor supplies and accessories, which
accounted for 36.5%, 29.4% and 20.0% of net sales in fiscal years
ended June 30, 1997, 1996 and 1995, respectively.

                Marketing, Sales and Distribution

In the United States, the Company advertises, markets and
promotes its products through national print media, both consumer
and trade.  Advertisements focus on the key features and benefits
of the various product lines.  During the Bankruptcy Proceedings
advertising expenditures were limited.  The Company anticipates
increased levels of advertising to support introduction and 
sell-through of new products.  The Company also supports local
advertising campaigns of its customers, if the campaigns comply
with certain standards set by the Company.

The Company makes available for use, at retail store locations,
various point-of-sale materials and other in-store visual
supports.  In addition, the Company provides training support for
its customers' sales staffs conducted by a Company field-based
marketing support representative.

In the United States, the Company distributes its products
through more than 8,000 outlets in all major channels of
distribution, including (i) national retail chain stores, such as
Wal-Mart and Target; (ii) warehouse clubs, such as Sam's and BJ
Wholesale; (iii) catalog merchandisers, such as Service
Merchandise; (iv) national and regional office supply wholesalers
such as United Stationers and S.P. Richards; (v) office
superstores, such as Office Depot, Inc., OfficeMax and Staples;
(vi) office equipment dealers; (vii) regional discount stores,
such as FedCo; and (viii) United States military exchanges.  The
Company does not enter into long-term contracts with its
customers and there can therefore be no assurance that the
Company will continue to receive sales revenues from any
particular source.

The Company also conducts sales activities in Canada, the United
Kingdom, the Benelux countries, France, Germany and in other
international markets.  The channels of distribution in the
international markets are similar to those in the United States
market and include national retail chains, catalog merchandisers,
department stores, office equipment dealers, discount stores,
stationers and direct mail accounts.  In other international
markets, the Company currently has approximately 39 distributors
serving the Australia, Far East, Latin America, Europe and
Caribbean markets.  As a result, the Company's results of
operations are subject to the risks of doing business abroad,
including currency exchange rate fluctuations, nationalization,
expropriation, limits on repatriation of funds and other risks
associated with economic or political uncertainty in countries in
which significant sales are made or manufacturing operations were
located.  See the footnotes to the Consolidated Financial
Statements in this Form 10-K Annual Report for information
regarding the Company's business operations within and outside
the United States.

Payment terms granted to customers reflect general practices in
the industry.  Terms vary with product and competitive
conditions, but generally require payment within 30 to 90 days. 
Historically, bad debts have been insignificant.  Wal-Mart
Stores, Inc., one of the Company's largest customers, was
responsible for 19.8% of consolidated net sales in the year ended
June 30, 1997.  This one customer was the only customer
responsible for more than 10% of net sales.  Substantially all of
the Company's sales are to customers who are not affiliated with
the Company.

                             Service

The Company's typewriter and personal word processor products are
serviced in the United States by a Smith Corona factory service
center located in Cortland, New York and at approximately 400
factory-appointed service stations.  The service center and
stations employ trained technicians, maintain parts inventory and
perform warranty and other repairs.

                           Seasonality

The Company believes that its business in the aggregate is not
seasonal, although certain of its products sell more heavily in
gift-giving seasons such as the Christmas and school graduation
seasons.

                     Manufacturing Operations

The Company's sole manufacturing operation is located in Mexico.
As a result of the Restructuring, the Company ceased production
in Singapore and Batam Island in mid-November 1995, and completed
the process of relocating certain equipment to Mexico where
typewriter production commenced in December 1995.  

The Company placed its Singapore facility and the underlying land
lease up for sale following the Petition Date.  The sale of the
Singapore facility, including the leasehold interest of the
Company's wholly-owned Singapore subsidiary, Smith Corona Private
Limited, to ST Computer Systems and Services Limited, a 
subsidiary of Singapore Technologies Inc., took place on February
8, 1996.  The Singapore sale resulted in net proceeds to the
Company of approximately $21.0 million and resulted in a pretax
gain for the Company, recorded during the year ended June 30,
1996, of approximately $17.8 million.  The Batam Island facility
lease expired December 26, 1995.  In addition, all manufacturing
equipment at the Singapore and Batam Island facilities which was
not transferred to Mexico, was sold resulting in proceeds of
approximately $2.3 million which  resulted in a loss of
approximately $1.5 million.  The Restructuring resulted in the
termination of approximately 1,300 workers in Singapore and Batam
Island. 

                           Competition

The portable and compact electronic typewriter and personal word
processor business is highly competitive.  Competition focuses on
price, product features and product quality.  The Company faces
competition from various Japanese and other companies, including,
among others, Brother International Corporation, which
manufactures portable and compact electronic typewriters and
personal word processors, some of which may have greater
financial resources than the Company.  It also faces competition
from companies which manufacture office typewriters and word
processors, though these manufacturers currently serve a
different segment of the industry than the Company.  As the
portable and compact electronic typewriter and personal word
processor market has continued to mature, competition has
increased.  To remain competitive, the Company has been required
to reduce the prices of its typewriters and personal word
processors.  The success of the Company depends, in part, on its
ability to source, market and sell new products.  Telephony
products will compete against brands such as Lucent, Sony, Uniden
and Panasonic.  Facsimile products will compete against brands
such as Brother, Canon and Sharp.  The telephony and facsimile
markets are growing and much larger than those of the mature and
shrinking markets for typewriters, personal word processors and
supplies and accessories.

                 Patents, Trademarks and Licenses

The Company owns or licenses a number of patents and patent
applications which are valuable to its business.  The Company is
the owner of a number of trademarks and U.S. and foreign
registrations thereof, the most important of which is the
trademark, "Smith Corona".





                            Employees

As of June 30, 1997, the Company employed approximately 1,000
people.  Management considers its employee relations to be good.  

                     Research and Development

The Company's expenditures for research and development
activities were approximately $1.9 million, $2.0 million and $7.2
million for the fiscal years ended June 30, 1997, 1996 and 1995,
respectively.  Research and development expenses were
concentrated primarily in improving product manufacturing,
integration of products/technology to the Company's product lines
and development of new products.  As part of the Restructuring,
research and development costs have significantly declined, being
limited primarily to manufacturing support.  The Company expects
increased spending associated with the development of its new
products.

                          Raw Materials

The Company's products are manufactured from a wide variety of
electronic components, plastics, metals, paper and other
materials.  The Company generally is not dependent on any one
source for the materials or purchased components essential to its
business and believes that such materials and components will be
available from sources in adequate quantities to meet anticipated
production schedules.
























Item 2. Properties

The Company utilizes approximately 798,000 square feet of space,
of which about 500,000 square feet is located in the United
States and about 298,000 square feet is located outside the
United States, primarily in Mexico.  Of the total of 798,000
square feet, approximately 422,000 square feet is owned and the
remaining 376,000 square feet is leased.  Information with
respect to the principal facilities used by the Company is set
forth below:
<TABLE>
<S>                 <C>                       <C>          <C>
                                               Approximate
                                               Square      Owned/
Location               Primary Use             Footage     Leased
Cortland, NY......  Headquarters/
                    Warehousing/Service        422,000     Owned
Toronto, Canada...  Warehousing/Sales           27,000     Leased
Tijuana, Mexico...  Manufacturing              252,000     Leased
San Diego, CA.....  Warehousing/Office          77,000     Leased
                                               778,000
All other locations Warehousing/
                    Sales/Service               20,000     Leased

                      Total.............       798,000
</TABLE>

Item 3. Legal Proceedings  

Description of Legal Proceedings

Certain aspects of the Company's past handling and/or disposal of
hazardous substances have been the subject of investigation by
federal and state regulatory authorities, or have been the
subject of lawsuits filed by such authorities or by private
parties.  At June 30, 1997 and June 30, 1996, the Company had
recorded liabilities of approximately $2,952 and $4,160,
respectively, related to environmental matters.  Because of the
uncertainties associated with assessing environmental matters,
the related ultimate liabilities are not presently determinable. 
However, based on facts presently known, management does not
believe that these investigations, if resolved adversely to the
Company, would individually or in the aggregate have a material
adverse effect on the Company's financial position or results of
operations.

The Company was the owner and operator of manufacturing
facilities in Groton, New York (the "Groton Site") and
Cortlandville, New York (the "Cortlandville Site" and together, 
the "Owner/Operator Sites").  The Company's liability, if any, at
the Owner/Operator Sites stems from groundwater contamination at
the Cortlandville Site and soil contamination at the Groton Site. 
Remediation programs at the Owner/Operator Sites currently
consist of round-the-clock pumping and filtering (Cortlandville
Site) or soil venting with a soil infiltration injection system
(Groton Site).  The costs of establishing remediation programs at
the Owner/Operator Sites had largely been paid by the Company
prior to the Petition Date.  To the Company's knowledge, the only
future costs that will be associated with remediation of those
sites are for operation, maintenance, monitoring, shutdown, and
post-shutdown of the systems.  Under the POR, the Company 
continues to be responsible for those costs.  The Company
believes that it has set aside adequate reserves for the payment
of expenses for the ongoing remediation programs at the Groton
and Cortlandville Sites.  Claims asserted by the New York
Department of Environmental Conservation ("DEC") and the New York
Department of Health ("DOH") in the Company's bankruptcy
proceedings for past and future costs at the Groton and
Cortlandville Sites, and at eight other sites, were resolved by
the Company and the State of New York on August 6, 1996 at
amounts that were not material to the Company's financial
results.

The Company was served in June 1992 with a summons and complaint
and, in June 1994, with an amended complaint, in a contribution
action brought by five private plaintiffs in the United States
District Court for the Northern District of New York pursuant to
the federal Comprehensive Environmental Response, Compensation
and Liability Act ("CERCLA") and certain state law theories (the
"Cooper Industries action").  The plaintiffs in this action are
Cooper Industries, Inc., Keystone Consolidated Industries, Inc.,
The Monarch Machine Tool Co., Niagara Mohawk Power Corporation 
and Overhead Door Corporation.  The amended complaint, which
listed the Company and fourteen other persons or entities as
defendants, sought contribution or reimbursement for response
costs incurred to date, and to be incurred in the future, for the
remediation of a site in Cortland, New York known as the "Rosen
Site".  Claims concerning the Rosen Site were filed against the
Company in the Bankruptcy Court by the United States
Environmental Protection Agency ("EPA"), the United States
Department of the Interior ("DOI"), the DEC, the DOH and certain
plaintiffs and defendants in the Cooper Industries action.  The
Company entered into a written agreement with the United States
(on behalf of the EPA and DOI), the State of New York (on behalf
of the DEC and DOH), and the five Cooper Industries plaintiffs
dated as of February 14, 1997 (the "Rosen Site Settlement").  The
Rosen Site Settlement was approved by the Bankruptcy Court on May
29, 1997 after all the conditions precedent to the settlement had
been satisfied.  Pursuant to the Rosen Site Settlement, all Rosen
Site-related claims of the signing parties, including the Cooper
Industries action, will be resolved as to the Company in exchange
for consideration that includes an allowed general unsecured
claim in the Bankruptcy Proceedings.  In addition, the Rosen Site
Settlement provides for a grant of judicial protection to the
Company against contribution actions or claims regarding the
matters addressed therein, including such claims of the Company's
co-defendants in the Cooper Industries action. 

The Company is also a defendant or plaintiff in various other
legal actions that have arisen in the ordinary course of its
business.  It is the opinion of management that the ultimate
resolution of these matters and the environmental matters
discussed above will not have a material adverse effect on the
Company's financial position or results of operation.


Item 4. Submission of Matters to a Vote of Security Holders

None.


Executive Officers of the Registrant

The officers of the Company are elected by and serve at the
pleasure of the Board of Directors.  The executive officers of
the Company and their respective positions, ages at September 14,
1997 and backgrounds are as follows:
<TABLE>
<S>                           <C>                            <C>
Name                          Position                        Age

W. Michael Driscoll ........    President, Chief Executive
                                Officer and Director           51
John A. Piontkowski ........    Executive Vice President,
                                Chief Financial Officer and
                                Assistant Secretary            43
Michael W. Chernago.........    Vice President/Operations      51
Jerry L. Diener ............    Senior Vice President/Sales    61
Lynn F. Knopp   ............    Vice President/ West Coast
                                Operations                     50
Gary J. Lynch   ............    Vice President/Treasurer       47
James B. McCormick .........    Vice President/Product 
                                Management                     63
David P. Verostko ..........    Vice President/Human 
                                Resources                      54
Martin D. Wilson ...........    Vice President/Controller      37
John W. Wolff   ............    Vice President/Product
                                Development                    45
</TABLE>
Mr. Driscoll was named President and Chief Executive Officer on
February 28, 1997.  From October 14, 1996 to February 27, 1997
Mr. Driscoll served as a consultant to the Company pending his
appointment to President and Chief Executive Officer.  From
December 18, 1995 until September 30, 1996, Mr. Driscoll served
as Chief Executive Officer of IPC Technologies, Inc., a
manufacturer and marketer of personal desktop and notebook
computers and network servers.  Prior to that time, he served as
Vice President/Operations for the Company from March 16, 1995 to
December 15, 1995 and Vice President/Operations and Engineering
from July 1, 1992 to March 16, 1995.  He served as Director of
Materials from February 17, 1992 to July 1, 1992.

Mr. Piontkowski was named Executive Vice President and Chief
Financial Officer on May 7, 1997.  From June 21, 1995 to May 15,
1996, he also held the office of Treasurer.  He has served as an
Assistant Secretary of the Company since July 1, 1993.  Mr.
Piontkowski served as Senior Vice President and Chief Financial
Officer from June 21, 1995 to May 6, 1997, as Vice
President/Finance and Controller from March 28, 1995 to June 21,
1995 and as Vice President/Controller of the Company from July 1,
1993 to March 28, 1995.  Mr. Piontkowski served as Director of
Accounting and Financial Reporting of the Company from December 
19, 1991 to July 1, 1993.

Mr. Chernago was named Vice President/Operations on January 26,
1996.  From July, 1994 to January 26, 1996, Mr. Chernago served
as Vice President Product Assurance and Vice President/Operations
of the Company.  Mr. Chernago served as Director, Manufacturing
Engineering from September 1989 to July 1994.  Mr. Chernago has
held various other positions within the Company since 1977.

Mr. Diener has served as Senior Vice President/Sales since
January 1, 1992.  He served as Vice President/Sales of the
Company and its predecessor, SCM/Consumer Products, from 1978 to
January 1, 1992. 

Mr. Knopp has served as Vice President/West Coast Operations
since December 1, 1996.  He served as General Manager - Mexico
from January 15, 1996 to December 1, 1996 and as Director of
Quality Assurance from December 16, 1992 to January 15, 1996. 
Mr. Knopp has held various other positions within the Company
since 1966.

Mr. Lynch has served as Vice President/Treasurer of the Company
since May 15, 1996.  From April 16, 1995 to May 15, 1996, Mr.
Lynch served as Director of Treasury Services.  Mr. Lynch served
as Director of Budgets and Financial Analysis from April 1987 to
April 16, 1995.  Mr. Lynch has held various other positions
within the Company since 1978. 

Mr. McCormick has served as Vice President/Product Management
since February 14, 1997.  From June 12, 1995 to February 13,
1997, Mr. McCormick served as Vice President/Supplies Division. 
From May 1993 to May 16, 1995, Mr. McCormick served as Vice
President of Imaging Supplies and Printers and served as
Director, Supplies and Accessories Marketing from June 1985 to
May 1993.  Mr. McCormick has held various other positions within
the Company since 1959.


Mr. Verostko was named Vice President/Human Resources of the
Company on January 1, 1992.  He served as Corporate
Director/Human Resources from September 1, 1990 to January 1,
1992.  Mr. Verostko was Director, Employee Relations from
October, 1983 to September, 1990.

Mr. Wilson was named Vice President/Controller of the Company on
May 15, 1996.  Prior to that time, he served as Controller from 
July 26, 1995 to May 15, 1996, Assistant Controller from April
16, 1995 to July 26, 1995, and as Director/Accounting and
Financial Reporting from January 3, 1994 to April 16, 1995. 
Prior to joining the Company, he served as Financial Reporting
Manager for Fisher-Price Inc., an international manufacturer,
marketer and distributor of infant and preschool toys and
juvenile products, from November 1991 through December 1993.

Mr. Wolff has served as Vice President/Product Development since
January 20, 1997.  He served as Director of Materials from
February 23, 1996 to January 20, 1997, Director of Procurement
and Distribution from December 21, 1995 to February 23, 1996,
Director of Division Procurement and Cortland Materials from
November 1, 1994 to December 21, 1995, Director of Engineering
from August 1, 1993 to November 1, 1994 and Director of
Engineering - Singapore from January 1, 1989 to August 1, 1993. 
Mr. Wolff has held various other positions within the Company
since 1981.
<PAGE>
                            PART II

Item 5. Market for Registrant's Common Equity and Related
        Stockholder Matters

The Common Stock (NASDAQ symbol: SCCO) commenced trading on the
Nasdaq SmallCap Market on May 29, 1997.  From February 28, 1997
to May 29, 1997, the Common Stock was traded over-the-counter. 
Since the suspension of the trading on the New York Stock
Exchange on May 30, 1996 until the Old Common Stock was canceled
on February 28, 1997, there was no established public trading
market for the Old Common Stock.  

The following table sets forth the range of high and low bid
prices of the Common Stock since February 28, 1997, the date of
the first trade of the Common Stock.

<TABLE>
<S>                                          <C>      <C>
                                             Year Ended
                                             June 30, 1997

                                             High       Low

Third quarter (from February 28, 1997
 to March 31, 1997)(1) . . . . . . . . . .   $6.00     $2.50
Fourth quarter (from April 1, 1997
 to May 29, 1997)(1) . . . . . . . . . . .    4.13      2.38
Fourth quarter (from May 29, 1997
 to June 30, 1997) . . . . . . . . . . . .    5.06      3.88
</TABLE>

(1) The range of high and low prices for the periods from
February 28, 1997 to March 31, 1997 and April 1, 1997 to May 29,
1997, were bid prices as reported by the National Quotation
Bureau, LLC (the "NQB") and the Nasdaq Trading and Marketing
Services (the "NTMS"), respectively.  The bid prices obtained
from NQB and NTMS represent prices between dealers which do not
include retail markup, markdown or commission and may not
necessarily represent actual transactions.


As of September 1, 1997, there were approximately 428 holders of
record of Common Stock.

The name and address of the Transfer Agent and Registrar for the
Company is Marine Midland Bank, Corporate Trust Services, 140
Broadway, New York, NY 10005-1180.

The Company is prohibited from paying dividends by the terms of
its Loan and Security Agreement (as hereinafter defined), except
for non-cash dividends pursuant to the Rights Agreement.  The
Company did not pay any cash dividends in the fiscal years ended
June 30, 1997 and 1996.

On February 28, 1997, pursuant to the POR, the Board of Directors
of the Company declared a dividend distribution of one Right for
each outstanding share of Common Stock, payable to stockholders
of record at the close of business on such date and payable with
respect to Common Stock issued thereafter.

The calculation of the number of shares of Common Stock held by
non-affiliates shown on the cover page of this Form 10-K Annual
Report was made on the assumption that there were no affiliates
other than the executive officers and directors of the Company,
the Pension Benefit Guaranty Corporation (the "PBGC") and Peter
Parts Electronic, Inc.

The POR canceled all of the Old Common Stock and provided
registered shareholders of the Old Common Stock as of August 15,
1996 with warrants to purchase one share of Common Stock for each
twenty shares of Old Common Stock.  The exercise price of the
warrants is $8.50 per share.  The warrants may be exercised at
any time from August 28, 1997 to February 28, 1999.


Item 6.  Selected Financial Data

The following table summarizes certain historical financial
information derived from the consolidated financial statements of
the Company.  This information should be read in conjunction with
the consolidated financial statements and related notes and
Management's Discussion and Analysis of Results of Operations and
Financial Condition, both of which are contained in this Form 
10-K Annual Report.


















<TABLE>
<S>                       <C>          <C>        <C>       <C>         <C>
                        SELECTED FIVE-YEAR FINANCIAL DATA

(Dollars in thousands,                 For the year ended June 30,          
 except per share amounts)    1997       1996       1995(1)   1994(1)   1993 (1)

Net sales                  $77,313     $112,548   $196,309  $261,306  $ 236,846
Gross margin                17,910        9,193     15,350    56,979     57,491
Operating income (loss)(2) $  (858)    $ (8,576)  $(46,766) $  8,422  $ (15,348)
Income (loss) from
 continuing operations     $  (795)    $(11,122)  $(62,245) $  5,094  $ (10,244)
Discontinued operations
 (net of income taxes):
  Income from discontinued
   operations                    -            -        671     2,233      1,222
  Gain(loss) on disposal
    of discontinued
    operations                   -            -      9,127    (2,200)         -
Income (loss) before
 extraordinary gain           (795)     (11,122)   (52,447)    5,127     (9,022)
Extraordinary gain(3)        8,122            -          -         -          -
Net income (loss)         $  7,327     $(11,122)  $(52,447)  $ 5,127   $ (9,022)

Income (loss) per common
 and common equivalent
 share (4) - 
  Income (loss) from 
   continuing operations  $   (.32)    $  (4.95)  $ (27.68)  $  2.27   $  (4.55)
  Discontinued operations:
   Income from discontinued
    operations                   -            -        .30       .99        .54
   Gain(loss) on disposal
    of discontinued
    operations                   -            -       4.06      (.98)         -
Income (loss) before
 extraordinary gain           (.32)       (4.95)    (23.32)     2.28      (4.01)
Extraordinary gain            3.22            -          -         -          -
Net income (loss)
 per common and common
 equivalent share         $   2.90     $  (4.95)  $ (23.32)  $  2.28   $  (4.01)

Weighted average common
 and common equivalent
 shares(4)                   2,524        2,249      2,249     2,249      2,249

Working capital           $ 27,045     $ 54,117   $ 27,116   $89,469   $ 97,375
Total assets                60,629       83,872    136,066   193,688    190,616
Bank loans                       -            -     17,400    20,002     18,669
Stockholders' equity        26,390        9,128     20,250    75,722     76,645
Cash dividends declared 
  per common share(5)     $      -     $      -   $    .10   $   .20   $    .20
</TABLE>
(1) Amounts have been reclassified, where applicable, to reflect the
    discontinued operations of SCM Office Supplies, Inc. and Histacount.

(2) Includes approximately a $3,400 pension curtailment gain and a $6,500 
    postretirement curtailment gain in 1997; $19,500 restructuring        
    income in 1996, a $14,900 provision in 1995 and a $16,500             
    provision in 1993 for restructuring costs.

(3) Includes an $8,122 pre-tax and after-tax extraordinary gain     
    for debt forgiveness associated with emergence from the         
    Bankruptcy Proceedings.

(4) For all periods prior to June 30, 1997 the weighted average     
    common and common equivalent shares outstanding are based on    
    the weighted average number of common shares outstanding from   
    the Effective Date until March 31, 1997.

(5) Based on 30,250 shares of Old Common Stock, outstanding as of   
    June 30, 1995, 1994 and 1993.

Item 7. Management's Discussion and Analysis of Results of         
Operations and Financial Condition

With the Company experiencing sales declines and operating losses,
having extended payment of obligations owed to its trade vendors,
and needing additional financing to meet operating requirements and
fund the Restructuring, the Company filed a voluntary petition for
relief under Chapter 11 of the Bankruptcy Code in the Bankruptcy
Court on July 5, 1995.  On August 18, 1995, SCM Office Supplies,
Inc., SCC LI Corporation (formerly Histacount Corporation) and
Hulse Manufacturing Company, the Nonoperating Subsidiaries, filed
Chapter 11 petitions. On October 31, 1996 the Wholly-Owned Domestic
Subsidiaries, Smith Corona Overseas Holdings, Inc., SCM 
Inter-American Corporation and SCM (United Kingdom) Limited, filed
voluntary petitions for relief under Chapter 11 of the Bankruptcy
Code. 

On January 27, 1997 the Bankruptcy Court entered the Confirmation
Order and the Company emerged from the Bankruptcy Proceedings on
the Effective Date of February 28, 1997.

During the Bankruptcy Proceedings, the Company confined
expenditures to those manufacturing and operating costs that were
necessary to preserve and maintain going-concern value.  In light
of its financial condition, the Company also implemented a planned
reduction in its workforce and a consolidation of its manufacturing
and distribution operations and relocated its world headquarters
from New Canaan, Connecticut to its facility in Cortland, New York. 
Additionally, as part of the Restructuring, the Company relocated
its typewriter manufacturing operations to its Mexico facility from
facilities in Singapore and Batam Island, Indonesia.

The forward-looking comments in this Management's Discussion and
Analysis of Results of Operations and Financial Condition are
estimates by the Company's management of future performance and are
subject to a variety of risks and uncertainties that could cause
actual results to differ from management's current expectations.


  Year Ended June 30, 1997 Compared to Year Ended June 30, 1996
                                
                      Results of Operations
                                
Net sales of $77.3 million for the year ended June 30, 1997
decreased 31.3 percent from net sales for the year ended June 30,
1996 of $112.5 million, primarily due to lower volumes.  Unit sales
of typewriters, personal word processors and related accessories
and supplies are lower than a year ago, both domestically and
internationally, as a result of a shrinking market and a continuing
difficult and competitive environment.  The Company plans to
significantly expand its product line, primarily by sourcing new
products from outside manufacturers.  Such sourcing includes
entering into strategic alliances with third parties in the United
States, Europe and the Far East to provide products or services. 
In that respect, the Company's efforts are focused on forging
alliances with companies that provide technologically advanced
products for the small office and home office environment but
presently do not have a substantial United States market share or
market presence, and are intent on building or increasing market
share by selling their products under the well-known "Smith Corona"
name.  The Company intends to rely on its existing distribution
network to become a leading vendor of technologically advanced
products for the small office and home office.  In the fall of
1997, newly sourced and manufactured products will be available
under the Smith Corona brand name.  The product offerings will
include items in the telephony and facsimile product lines.  The
Company views its new product capabilities with favorable
anticipation considering that the telephony and facsimile products,
globally, represent opportunities in growth markets.  Further, the
Company intends to maintain its core business of manufacturing and
distributing its current product line of typewriters and related
supplies and accessories to satisfy continuing worldwide demand for
the products.  Due to substantial volume reductions, in June 1997
the Company ceased the manufacture of personal word processors;
servicing and customer support of personal word processors,
however, will continue.  The success of the Company depends, in
part, on its ability to source, market and sell new products.

Gross margin, as a percentage of net sales, was 23.2 percent for
the year ended June 30, 1997 as compared to 8.2 percent for the
comparable period last year.  The margin improvement is primarily
the result of manufacturing efficiencies gained from the
Restructuring and proportionate increases of sales of higher margin
products.  Included in cost of goods sold are writedowns of
inventories of $1.9 million and $4.3 million, for the years ended
June 30, 1997 and June 30, 1996, respectively.

Selling, general and administrative expenses for the year ended
June 30, 1997 were 16.5 percent of net sales as compared to 24.7
percent in the comparable period last year.  The decreases reflect
the overall savings in employee-related costs as a result of the
Restructuring and reorganization efforts as well as the impact of a
pension plan curtailment gain of $3.4 million and a postretirement
curtailment gain of $6.5 million.  Going forward, the Company
anticipates increased levels of advertising and research and
development expenditures to support the development, introduction
and sell-through of new products.  During the Bankruptcy
Proceedings professional fees were charged to reorganization costs
in the consolidated statements of operations.

The Company recorded reorganization costs for its Bankruptcy
Proceedings aggregating $5.9 million for the year ended June 30,
1997 compared to $10.3 million for the same period a year ago.  The
charges for the year ended June 30, 1997 include professional fees, 
a provision for closing its world headquarters in New Canaan,
Connecticut and relocating such to its facility in Cortland, New
York and costs associated with the distribution of the POR, offset
by income from a purchase deposit forfeiture of $.5 million,
interest income earned on domestic cash balances of $.6 million and
a settlement the Company reached with its banks relating to the
Company's debtor-in-possession financing of $.5 million.

As a result of emergence from the Bankruptcy Proceedings the
Company recorded a pre-tax and after-tax extraordinary gain of $8.1
million for debt forgiveness.
                                
                       Financial Condition

The Company's primary source of liquidity and capital resources, on
both a short- and long-term basis, are cash balances, cash flows
generated from operations and available borrowing capacity.

On February 28, 1997, the Company entered into a loan and security
agreement (the "Loan and Security Agreement") with its lender.  The
Loan and Security Agreement provides for extensions of revolving
credit loans, term loans and letters of credit, limited to a
percentage of eligible accounts receivable and inventories in the
amount not to exceed $25.0 million through the February 28, 2000
expiration date.  Interest is .75 percent over the Prime Rate or 3
percent over the Adjusted Eurodollar Rate.  Payment of dividends is
prohibited by the terms of the Loan and Security Agreement, except
for non-cash dividends pursuant to the Rights Agreement.  Pursuant
to the provisions of the Loan and Security Agreement the Company
must maintain an adjusted net worth of $11.1 million.  Management
believes that it has adequate flexibility and that such a covenant
should not impose an undue restriction on the operations of the
Company.  The Loan and Security Agreement is secured by all of the
Company's assets.

During the year ended June 30, 1997, the Company's operating
activities provided $5.0 million of cash, primarily as a result of
a decrease in accounts receivable, prepaid and other current assets
and inventories.  Accounts receivable and inventories decreased
$7.8 million which is attributable to the reduction of sales
compared to the prior year and prepaid expenses and other current
assets decreased $2.6 million primarily as a result of obtaining
terms with vendors after emergence from the Bankruptcy Proceedings. 
During the quarter ended March 31, 1997 the Company made a
disbursement of $12.5 million to the distribution agent for payment
of allowed general unsecured claims and claims senior to such
claims.  Once disputed general unsecured claims are resolved and
allowed, such claimants will share, on a prorata basis, in the
aforementioned cash pool.

During the year ended June 30, 1997 the Company terminated its
defined benefit pension plan for hourly employees and froze the
benefits of its defined benefit pension plan for salaried
employees.  Additionally, the Company elected to increase the
assets of the defined benefit plans to their market value.  The
Company estimates it will save approximately $10.9 million in
minimum funding cash contributions over the next four years
primarily as a result of the above noted changes in the defined
benefit plans.

The Company had no material commitments for capital expenditures at
June 30, 1997.  The Company anticipates increased expenditures due
to implementation of a new information system and tooling for new
products.

The Company believes that its cash and borrowing capabilities will
be sufficient to meet its operating cash and capital expenditure
requirements in the foreseeable future.


   Year Ended June 30, 1996 Compared to Year Ended June 30, 1995

                       Results of Operations

Net sales of $112.5 million for the year ended June 30, 1996
declined 42.7 percent from net sales for the year ended June 30,
1995 of $196.3, primarily due to lower volumes.  Both domestically
and internationally, typewriters and personal word processor
volumes were sharply lower than a year ago as a result of  the
continued decline in the market and the Company's share of that
market.  New product net sales for the year were $7.5 million as
compared with $11.8 million for the prior year.


For the year ended June 30, 1996, gross margin as a percentage of
net goods sold increased to 8.2 percent as compared with 7.8
percent for the year ended June 30, 1995.  Included in 1996 and
1995 cost of goods sold are writedowns of property, plant and
equipment of $.9 million and $4.6 million, respectively. 
Additionally, 1996 and  1995 cost of goods sold includes writedowns
of inventories of $4.3 million and $8.1 million, respectively.

Selling, general and administrative expenses for the year ended
June 30, 1996 decreased $20.8 million from the prior year and were
24.7 percent of net sales in both 1996 and 1995.  This decrease in
expenses was primarily due to lower advertising expenses and an
overall reduction in salaries as a result of the Restructuring.  In
1996 during the bankruptcy proceedings, professional fees were
charged to reorganization costs in the consolidated statements of
operations.  Additionally, costs associated with the Restructuring
of approximately $1.6 million, primarily related to the shut-down
of Singapore operations, were included in selling, general and
administrative expenses as they did not qualify as restructuring
costs.

The Company recorded reorganization costs for its Bankruptcy
Proceedings totaling $10.3 million in 1996.  These charges
primarily included professional fees attributable to the Bankruptcy
Proceedings of the Company which were partially offset by $.3
million of interest income earned on domestic cash balances.  There
were no such items in 1995.

Restructuring income primarily represents a gain on the sale of the
Singapore facility and underlying land lease of approximately $17.8
million and a pension curtailment gain of approximately $1.5
million.

In October 1995, the Company completed a transaction to purchase a
building previously used as warehousing space located in Cortland,
New York and to concurrently sell the building and land on which
the building is located to a third party purchaser.  The net
proceeds of approximately $1.4 million were used to pay down the
bank loan.  This sale resulted in a 1996 gain of approximately $1.3
million included in other income.  Additionally, other income
included a gain of approximately $.7 million from an insurance
settlement, offset by charges of approximately $1.5 million for the
estimated loss on liquidation of the Company's wholly-owned
subsidiary in Australia and the write-off of goodwill.

An administrator was appointed on August 2, 1995 for the Company's
wholly-owned subsidiary in Australia.  The administrator was
appointed as liquidator on August 29, 1995.  Due to the
liquidation, the Australian subsidiary's assets, liabilities and
operating results were removed from the consolidated financial
statements as of August 2, 1995 and the Company recorded in other
income an estimated loss on liquidation of approximately $.4
million and $.3 million in the first and third quarters,
respectively, of the year ended June 30, 1996.  The Company has
established a distributor relationship in the Australian market for
the purpose of maintaining its distribution capacity.

Interest earned on domestic cash balances is included in
reorganization costs while interest earned on international cash
balances is included in interest expense in the statement of
operations.

The provision for income taxes for 1996 relates principally to
valuation allowances set up for the Company's remaining deferred
tax assets due to uncertainty over future operations. 


                        Financial Condition


On July 10, 1995, the Company entered into a Debtor-In-Possession
Credit Agreement (the "Debtor-In-Possession Credit Agreement") with
two banks (the "Lenders") which was approved by the Bankruptcy
Court on August 2, 1995.  Proceeds from the Debtor-In-Possession
Credit Agreement were used to pay off amounts outstanding under the
Amended and Restated Credit Agreement dated April 7, 1995 under
which the Company was, as of June 30, 1995, in technical default. 
The Debtor-In-Possession Credit Agreement, as amended, provided for
extensions of revolving credit loans, term loans and letters of
credit, limited to a percentage of eligible receivables and
inventories, in an amount not to exceed $24.0 million through the
June 30, 1996 termination date.  The Debtor-In-Possession Credit
Agreement provided for a security interest in substantially all of
the Company's assets.  On July 10, 1996, the Company and its
lenders amended and extended the Debtor-In-Possession Credit
Agreement whereby the June 30, 1996 termination date was extended
to the earlier of Confirmation or September 30, 1996, and the bank
commitment was reduced to $10.0 million.  The Debtor-In-Possession
Credit Agreement was further amended to extend its termination to
the earlier of March 31, 1997 or confirmation of the POR.  In
January 1996, the Company repaid the funded portion of its bank
loans.  Other obligations remained outstanding under the 
Debtor-In-Possession Credit Agreement or the Amended and Restated Credit
Agreement including reimbursement obligations under letters of
credit and certain indemnification obligations.

Due to the Bankruptcy Proceedings, substantially all claims against
the Company, prior to July 5, 1995, (and prior to August 18, 1995
for the three Nonoperating Subsidiaries and prior to October 31,
1996 for the three Wholly-Owned Domestic Subsidiaries added to the
proceedings) were subject to the automatic stay provisions under
the Bankruptcy Code while the Company continued business operations
as a debtor-in-possession.

At the Company's request, the Bankruptcy Court established a bar
date of October 31, 1995 for pre-petition claims against the
Company.  The Company gave notice to all known actual or potential
claimants subject to the bar date of their need to file a proof of
claim with the Bankruptcy Court.  Accordingly, allowed claims may
arise which are not currently reflected in the Company's financial
statements and recorded claims are subject to change.  The Company
commenced the claims reconciliation process after such date and
during the year ended June 30, 1996 it did not result in any
material adjustments to the Company's financial records.  The
ultimate amount of and settlement terms for such liabilities are
subject to the POR which was subject to confirmation by the
Bankruptcy Court and, accordingly, were not determinable as of June
30, 1996.

During 1996, the Company's operating activities provided $15.9
million of cash, primarily the result of a decrease in inventories
and accounts receivable partially offset by a decrease in trade
payables and accrued liabilities.  The reduction in inventories of
$32.3 million reflects the Company's continued focus on controlling
inventory levels.  Accounts receivable declined $20.5 million and
is attributable to the reduction in sales levels.  Trade payables
and accrued liabilities decreased $22.1 million, primarily as a
result of the wind-down of Singapore operations, including related
severance payments.

The Company had no material commitments for capital expenditures at
June 30, 1996.  Under the provisions of the Debtor-In-Possession
Credit Agreement, the Company was restricted to $.5 million of
capital expenditures in each six month period ended December 31,
1995 and June 30, 1996.  

In the year ended June 30, 1996 there were no dividends paid.  A
quarterly cash dividend of $1.5 million ($.05 per share of Old
Common Stock) was paid in the first and second quarters of the year
ended June 30, 1995.

From time to time the Company enters into foreign exchange
contracts to reduce its exposure to foreign currency rate changes. 
As of June 30, 1996 and for the year then ended, no contracts were
in place.

Item 8. Financial Statements and Supplementary Data

See Consolidated Financial Statements in this Form 10-K Annual
Report.


Item 9. Changes in and Disagreements with Accountants on Accounting
           and Financial Disclosure

None.

                            PART III


Item 10. Directors and Executive Officers of the Registrant

This information required by this item is incorporated by reference
from Part I of this Form 10-K Annual Report and the Company's
definitive Proxy Statement for the 1997 Annual Meeting of
Stockholders, to be filed with the Securities and Exchange
Commission on or about September 29, 1997.

Item 11. Executive Compensation

This information required by this item is incorporated by reference
from the Company's definitive Proxy Statement for the 1997 Annual
Meeting of Stockholders, to be filed with the Securities and
Exchange Commission on or about September 29, 1997.


Item 12. Security Ownership of Certain Beneficial Owners and     
Management

This information required by this item is incorporated by reference
from the Company's definitive Proxy Statement for the 1997 Annual
Meeting of Stockholders, to be filed with the Securities and
Exchange Commission on or about September 29, 1997.

Item 13. Certain Relationships and Related Transactions

This information required by this item is incorporated by reference
from the Company's definitive Proxy Statement for the 1997 Annual
Meeting of Stockholders, to be filed with the Securities and
Exchange Commission on or about September 29, 1997.                    

PART IV

Item 14. Exhibits, Financial Statement Schedules, and Reports on
           Form 8-K

       (a)(1)  Financial Statements. See Consolidated Financial
Statements in this Form 10-K Annual Report.

       (a)(2)  Financial Schedules. See Consolidated Financial Statements
in this Form 10-K Annual Report.  All other schedules are omitted because
they are not applicable or the required information is shown in the
financial statements or notes thereto.

       (b) Reports on Form 8-K.
            None

         (c) Exhibits (filed herewith or incorporated by reference; see
index to exhibits).


     2.1   Debtors' Third Amended Second Joint Plan of Reorganization under
           Chapter 11 of the United States Bankruptcy Code (incorporated by
           reference to Exhibit 2.1 to the Registrant's Annual Report on Form
           10-K for the fiscal year ended June 30, 1996 (File No. 1-10281)
           (see Exhibit A included therein).
     2.2   Motion to Approve Technical Amendments to the Debtors' Third
           Amended Second Joint Plan of Reorganization, as approved by the
           United States Bankruptcy Court for the District of Delaware
           (incorporated by reference to Exhibit 2 to the Registrant's
           Registration Statement on Form 8-A dated January 30, 1997 (File No.
           1-10281)).
     3.1   Restated Certificate of Incorporation of Smith Corona Corporation
           (incorporated by reference to Exhibit 3.1 to the Registrant's Form
           8-K Current Report dated February 28, 1997 (File No. 1-10281)).
     3.2   Certificate of Designation, Preferences and Rights of Preferred
           Stock, Series A (incorporated by reference to Exhibit 3.2 to the
           Registrant's Form 8-K Current Report dated February 28, 1997 (File
           No. 1-10281)).
     3.3   By-Laws of Smith Corona Corporation (incorporated by reference to
           Exhibit 3.3 to  the Registrant's Form 8-K Current Report dated
           February 28, 1997 (File No. 1-10281)).
     4.1   Rights Agreement between Smith Corona Corporation and Marine
           Midland Bank, as  Rights Agent, dated as of February 28, 1997
           (incorporated by reference to Exhibit 4.1 to the Registrant's Form
           8-K Current Report dated February 28, 1997 (File No. 10281)).
     4.2   Warrant Agreement between Smith Corona Corporation and Marine
           Midland Bank, as Warrant Agent, dated as of February 28,1997
           (incorporated by reference to Exhibit 4.2 to the Registrant's Form
           8-K Current Report dated February 28, 1997 (File No. 1-10281)).
*10.1   Smith Corona Corporation Retirement Savings and Investment Plan
        adopted effective July 1, 1989, as amended and restated effective
        January 1, 1997.
*10.2   The CORPORATEplan for Retirement, The Profit Sharing/401(K) Plan,
        Fidelity Basic Plan Document No. 07 effective July 1, 1997.
*10.3   Adoption Agreement - Article 1 between Smith Corona Corporation and
        Fidelity Management Trust Company, as Trustee effective July 1,
        1997.

      10.4 Smith Corona Corporation Short Term Incentive Compensation Plan
           (incorporated by reference to Exhibit 10.15 to the Company's
           Form 10-K Annual Report for the fiscal year ended June 30, 1995,
           which is on file with the Commission).
      10.5 Export Enterprise Certificate No. 156 granted to Smith-Corona
           Private Limited by the Ministry of Trade and Industry, Republic
           of Singapore, dated May 12, 1981 (incorporated by reference to
           Exhibit 10.15 to the Company's Registration Statement on file
           with the Commission (Registration No. 33-29101)).
      10.6 Pioneer Certificate No. 942 granted to Smith Corona PTE Ltd. by
           the Ministry of Trade and Industry, Republic of Singapore, dated
           March 23, 1987 (incorporated by reference to Exhibit 10.16 to
           the Company's Registration Statement on file with the Commission
           (Registration No. 33-29101)).
      10.7 Stockholders' Agreement between Smith Corona Corporation and HM
           Holdings, Inc. dated as of June 2, 1989 (incorporated by
           reference to Exhibit 10.17 to the Company's Registration
           Statement on file with the Commission (Registration No. 33-29101)).
      10.8 Amended and Restated Cross-Indemnification Agreement between
           Smith Corona Corporation and HM Holdings, Inc. dated as of July
           14, 1989 (incorporated by reference to Exhibit 10.18 to the
           Company's Registration Statement on file with the Commission
           (Registration No. 33-29101)).
      10.9 Amended and Restated Tax Sharing and Indemnification Agreement
           between Smith Corona Corporation and HM Holdings, Inc. dated as
           of June 2, 1989 (incorporated by reference to Exhibit 10.19 to
           the Company's Registration Statement on file with the Commission
           (Registration No. 33-29101)).
     10.10 Smith Corona Corporation Salaried Employees Retirement Plan, as
           amended and restated as of January 1, 1994 (incorporated by
           reference to Exhibit 10.32 to the Company's Form 10-K Annual
           Report for the fiscal year ended June 30, 1995, which is on file
           with the Commission).
     10.11 Smith Corona Corporation Hourly Employees' Retirement Plan and
           SCM Office Supplies, Inc. Salaried Employees' and Hourly
           Employees' Retirement Plan (incorporated by reference to Exhibit
           10.36 to the Company's Form 10-K Annual Report for the fiscal
           year ended June 30, 1996, which is on file with the Commission).
     10.12 Lease Agreement between Inmobiliarian Mex-Hong, S.A. De E.V. and
           Smith Corona De Mexico, S.A. De C.V. dated November 24, 1992
           (incorporated by reference to Exhibit 10.47 to the Company's
           Form 10-K Annual Report for the fiscal year ended June 30, 1993,
           which is on file with the Commission).
     10.13 Lease Agreement between Inmobiliarian Mex Hong, S.A. De E.V. and
           Smith Corona De Mexico, S.A. De C.V. dated June 4, 1993
           (incorporated by reference to Exhibit 10.48 to the Company's
           Form 10-K Annual Report for the fiscal year ended June 30, 1993,
           which is on file with the Commission).



     10.14 Lease Agreement between Turnberry Associates and Smith Corona
           Corporation dated May 5, 1993 (incorporated by reference to
           Exhibit 10.49 to the Company's Form 10-K Annual Report for the
           fiscal year ended June 30, 1993, which is on file with the
           Commission).
     10.15 Asset Purchase Agreement, dated as of June 8, 1994, among Ampad
           Corporation, SCM Office Supplies, Inc. and Smith Corona
           Corporation (incorporated by reference to exhibit 1 to the
           Company's Form 8-K Current Report dated July 19, 1994, which is
           on file with the Commission).
     10.16 Asset Purchase Agreement, dated as of November 4, 1994, by and
           among HC Delaware Acquisition Corporation, Histacount
           Corporation and Smith Corona Corporation (incorporated by
           reference to Exhibit 10.44 to the Company's Form 10-Q Quarterly
           Report for the quarter ended December 31, 1994, which is on file
           with the Commission).
     10.17 Debtor-in-Possession Credit Agreement dated as of July 10, 1995
           among Smith Corona Corporation, the lenders party thereto and
           Chemical Bank, as Agent (incorporated by reference to Exhibit
           10.44 to the Company's Form 10-K Annual Report for the fiscal
           year ended June 30, 1995, which is on file with the Commission).
     10.18 First Amendment to Debtor-In-Possession Credit Agreement dated
           as of July 24, 1995 (incorporated by reference to Exhibit 10.45
           to the Company's Form 10-K Annual Report for the fiscal year
           ended June 30, 1995, which is on file with the Commission).
     10.19 Second Amendment to Debtor-In-Possession Credit Agreement dated
           as of August 15, 1995 (incorporated by reference to Exhibit
           10.46 to the Company's Form 10-K Annual Report for the fiscal
           year ended June 30, 1995, which is on file with the Commission).
     10.20 Third Amendment to Debtor-In-Possession Credit Agreement dated
           as of December 6, 1995 incorporated by reference to Exhibit 10
           to the Company's Form 10-Q Quarterly Report for the quarter
           ended December 31, 1995, which is on file with the Commission).
     10.21 Fourth Amendment to Debtor-In-Possession Credit Agreement dated
           as of June 30, 1996 (incorporated by reference to Exhibit 10.52
           to the Company's Form 10-K Annual Report for the fiscal year
           ended June 30, 1996, which is on file with the Commission).
     10.22 Fifth Amendment to Debtor-In-Possession Credit Agreement dated
           as of September 30, 1996 (incorporated by reference to Exhibit
           10 to the Company's Form 10-Q Quarterly Report for the quarter
           ended September 30, 1996, which is on file with the Commission).
     10.23 Sixth Amendment to Debtor-In-Possession Credit Agreement dated
           as of December 9, 1996 (incorporated by reference to Exhibit 10
           to the Company's Form 10-Q Quarterly Report for the quarter
           ended December 31, 1996, which is on file with the Commission).
     10.24 Consulting Agreement between Smith Corona Corporation and R. F.
           Stengel & Co., Inc., dated June 29, 1995 (incorporated by
           reference to Exhibit 10.47 to the Company's Form 10-K Annual
           Report for the fiscal year ended June 30, 1995, which is on file
           with the Commission).


      10.25   Sale by Tender between Smith Corona Private Limited and ST
              Computer Systems & Services Ltd., dated November 2, 1995
              (incorporated by reference to Exhibit 10.56 to the Company's
              Form 10-K Annual Report for the fiscal year ended June 30, 1996,
              which is on file with the Commission).
      10.26   Loan and Security Agreement by and between Congress Financial
              Corporation, as Lender, and Smith Corona Corporation, as
              Borrower, dated February 28, 1997 (incorporated by reference to
              Exhibit 10 to the Company's Form 10-Q Quarterly Report for the
              quarterly period ended March 31, 1997, which is on file with the
              Commission).
 *10.27 First Amendment to Loan and Security Agreement dated July 2,
        1997.
     *10.28   Employment Agreement between Smith Corona Corporation and W.
              Michael Driscoll dated as of October 14, 1996 amended as of 
              June 2, 1997.
     *10.29   Employment Agreement between Smith Corona Corporation and John
              A. Piontkowski dated as of May 5, 1997.
              *11  Statement Re Computation of Earnings (Loss) Per Common Share
              *21  Schedule of Subsidiaries of the Registrant
              *27  Financial Data Schedule



* Filed herewith

Stockholders may, upon payment of a fee therefor, obtain copies of any of
the exhibits to this Form 10-K Annual Report by writing to the Secretary,
Smith Corona Corporation, 839 Route 13 South, Cortland, New York 13045.
<PAGE>


                                SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.

                                       SMITH CORONA CORPORATION

September 16, 1997                By  /s/ W. Michael Driscoll 
                                  W. Michael Driscoll
                                  President, Chief Executive
                                   Officer and Director

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

Signature                         Title                                Date

/s/ Ronald F. Stengel
 .......................   Chairman of the Board          September 16, 1997
   (Ronald F. Stengel)  

/s/ W. Michael Driscoll
 ........................   President, Chief Executive    September 16, 1997
   (W. Michael Driscoll)        Officer and Director

/s/ John A. Piontkowski
 ........................   Executive Vice President and  September 16, 1997
   (John A. Piontkowski)        Chief Financial Officer
                           (Principal Financial Officer)
/s/ Jerome A. Colletti
 ........................   Director                      September 16, 1997
   (Jerome A. Colletti) 

/s/ William J. Morgan
 ........................   Director                      September 16, 1997
   (William J. Morgan)

/s/ Michael J. Murray
 ........................   Director                      September 16, 1997
   (Michael J. Murray)

/s/ Peter N. Parts
 ........................   Director                      September 16, 1997
   (Peter N. Parts)

/s/ Dr. Richard N. Rosett
 ........................   Director                      September 16, 1997
   (Dr. Richard N. Rosett)


/s/ Martin D. Wilson
 ........................ Vice President/Controller       September 16, 1997
   (Martin D. Wilson)   (Principal Accounting
                         Officer)
<PAGE>
Index to Consolidated Financial Statements and Financial Statement Schedule

                                                                       Page

Independent Auditors' Report . . . . . . . . . . . . . . . . . . . . . . 31

Consolidated Balance Sheets as of June 30, 1997 and 1996 . . . . . . . . 32

Consolidated Statements of Operations for the Years Ended June 30, 1997,
1996 and 1995. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33

Consolidated Statements of Changes in Stockholders' Equity for the Years
   Ended June 30, 1997, 1996 and 1995. . . . . . . . . . . . . . . . . . 34

Consolidated Statements of Cash Flows for the Years Ended June 30, 1997, 
   1996 and 1995 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35

Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . 37

Consolidated Supplemental Financial Statement Schedule for the Years
   Ended June 30, 1997, 1996 and 1995

Schedule II - Valuation and Qualifying Accounts. . . . . . . . . . . . . 63
<PAGE>
INDEPENDENT AUDITORS' REPORT
Smith Corona Corporation:

We have audited the accompanying consolidated balance sheets of Smith
Corona Corporation and subsidiaries (the "Company") as of June 30,
1997 and 1996, and the related consolidated statements of operations,
statements of changes in stockholders' equity and statements of cash
flows for each of the three years in the period ended June 30, 1997. 
Our audits also include the financial statement schedule listed in the
Index to Consolidated Financial Statements and Financial Statement
Schedule.  These financial statements and financial statement schedule
are the responsibility of the Company's management.  Our
responsibility is to express an opinion on these financial statements
based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement.  An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation.  We
believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly,
in all material respects, the financial position of Smith Corona
Corporation and subsidiaries at June 30, 1997 and 1996 and the results
of their operations and their cash flows for each of the three years
in the period ended June 30, 1997 in conformity with generally
accepted accounting principles.  Also, in our opinion, such financial
statement schedules, when considered in relation to the basic
consolidated financial statements taken as a whole, presents fairly in
all material respects the information set forth therein.

As discussed in Note 1 to the consolidated financial statements,
on February 28, 1997 the Company emerged from bankruptcy
proceedings under Chapter 11 of the Federal Bankruptcy Code.  As
part of the Company's reorganization plan, the Company will be
expanding its product offerings along with maintaining its core
typewriter and supplies business.  The Company's long-term
viability is dependent upon the successful implementation of its
reorganization plan and the attainment of profitable operations.


/s/ Deloitte & Touche LLP
-------------------------
DELOITTE & TOUCHE LLP
Stamford, Connecticut
August 14, 1997
<PAGE>
                 Smith Corona Corporation and Subsidiaries
                        Consolidated Balance Sheets
                                          
<TABLE>
<S>                                   <C>           <C>
                                      June 30,      June 30,
(Dollars in thousands)                         1997          1996 

Assets                                                            
Current assets:                                                   
Cash and cash equivalents                  $ 21,985      $ 29,929 
Accounts receivable (net of allowance
 for doubtful accounts of $931 and
 $1,576 for 1997 and 1996, respectively)     11,238        17,185 
Inventories                                  12,627        16,873 
Prepaid expenses and other current
 assets                                       2,108         4,754 
Total current assets                         47,958        68,741 
Property, plant and equipment-net            12,092        12,639 
Deferred income taxes, net                        -             - 
Other assets                                    579         2,492 
Total                                     $ 60,629       $ 83,872 

Liabilities and stockholders' equity                              
Current liabilities:
Trade payables                              $ 5,199      $  3,569 
Accrued liabilities                          11,614        10,353 
Income taxes payable                          4,100           702 
Total current liabilities                    20,913        14,624 
Postretirement benefits                       5,904             - 
Pension liability                             4,777             - 
Other long-term liabilities                   2,645             - 
Liabilities subject to compromise                 -        60,120 
Total liabilities                            34,239        74,744 
Stockholders' equity:                                             
Common stock- 2,754,238 shares and
 30,250,000 shares issued
 and outstanding, respectively                    3           303 
Additional paid-in capital                   55,164        44,697 
Deferred compensation                          (232)            - 
Accumulated deficit                         (28,545)      (35,872)
Total stockholders' equity                   26,390         9,128 
Total                                      $ 60,629       $ 83,872 
</TABLE>
See accompanying notes to consolidated financial statements.

                 Smith Corona Corporation and Subsidiaries
                   Consolidated Statements of Operations

<TABLE>
<S>                                        <C>        <C>         <C>
(Dollars in thousands,                     For the year ended June 30,  
 except per share amounts)                    1997        1996        1995 

Net sales                                  $77,313    $112,548    $196,309 
Cost of goods sold                          59,403     103,355     180,959 
Gross margin                                17,910       9,193      15,350 
Selling, general and administrative
 expenses                                   12,754      27,773      48,532 
Reorganization costs                         5,864      10,255           - 
Restructuring expense (income)                   -     (19,461)     13,584 
Other expense (income)                         150        (798)          - 
Operating loss                                (858)     (8,576)    (46,766)
Interest (income) expense                     (326)        515         965 
Loss from continuing
 operations before income taxes               (532)     (9,091)    (47,731)
Income taxes                                   263       2,031      14,514 
Loss from continuing operations               (795)    (11,122)    (62,245)
Discontinued operations (net of
 income taxes):
  Income from discontinued operations            -           -         671 
  Gain on disposal
   of discontinued operations                    -           -       9,127 
Loss before extraordinary gain                (795)    (11,122)    (52,447)
Extraordinary gain                           8,122           -           - 
Net income (loss)                          $ 7,327    $(11,122)   $(52,447)



Income (loss) per common and 
 common equivalent share -                                                 
 Loss from continuing operations          $   (.32)   $  (4.95)  $  (27.68)
  Discontinued operations (net of 
   income taxes):
    Income from discontinued operations          -           -         .30 
    Gain on disposal
     of discontinued operations                  -           -        4.06 
   Loss before extraordinary gain             (.32)      (4.95)     (23.32)
   Extraordinary gain                         3.22           -           - 
   Net income (loss) per common 
    and common equivalent share           $   2.90    $  (4.95)   $ (23.32)
Weighted average common and 
 common equivalent shares
 outstanding (in thousands)                  2,524       2,249       2,249 
</TABLE>
See accompanying notes to consolidated financial statements.

                  Smith Corona Corporation and Subsidiaries
          Consolidated Statements of Changes in Stockholders' Equity
               For the years ended June 30, 1997, 1996 and 1995
<TABLE>
<S>                       <C>    <C>         <C>          <C>         <C>
                                                          Retained
                                                          Earnings
                                  Additional Deferred     (Accumu-
                          Common  Paid-In    Compens-     lated
                           Stock  Capital    ation        Deficit)     Total

Balance June 30, 1994      $303   $44,697          -      $30,722    $75,722

Net loss                      -         -          -      (52,447)   (52,447)

Dividends declared
 (.10 per share)              -         -          -       (3,025)   ( 3,025)

Balance June 30, 1995       303    44,697          -      (24,750)    20,250

Net loss                      -         -          -      (11,122)   (11,122)

Balance June 30, 1996       303    44,697          -      (35,872)     9,128

Net income                    -         -          -        7,327      7,327

Deferred compensation         -       267      $(267)           -          -

Amortization of deferred
  compensation                -         -         35            -         35

Cancellation of old
  common stock             (303)      303          -            -          -

Issuance of common 
  stock to creditors          3     9,897          -            -      9,900

Balance June 30, 1997      $  3   $55,164      $(232)    $(28,545)   $26,390
</TABLE>
See accompanying notes to consolidated financial statements.

                 Smith Corona Corporation and Subsidiaries
                   Consolidated Statements of Cash Flows
<TABLE>
<S>                                          <C>      <C>       <C>    
                                                   For the year ended June 30, 
(Dollars in thousands)                         1997       1996       1995

Cash flows from operating activities:

Net income (loss)                            $  7,327 $(11,122)  (52,447)
Adjustments to reconcile net income
 (loss) to net cash provided by (used in)
 continuing operating activities:                                        
  Discontinued operations                           -        -    (9,798)
  Depreciation and amortization                 3,534    5,665     6,689 
  (Gain) loss on disposition of property,
   plant and equipment                           (450) (16,786)    1,532 
  Restructuring costs                               -        -    13,584 
  Deferred income taxes                             -    3,406    11,096 
  Inventory provisions                          2,364    5,199     9,930 
  Pension curtailment gain                     (3,394)  (1,524)        - 
  Extraordinary gain                           (8,122)       -         - 
  Postretirement curtailment gain              (6,534)       -         - 
  Other noncash items                            (132)     832     2,980 
Changes in assets and liabilities:                                       
  Accounts receivable                           5,947   20,469    10,556 
  Inventories                                   1,882   32,263    (1,570)
  Prepaid expenses and other 
    current assets                              2,646   (1,177)      139 
  Other assets                                   (102)     777       895 
  Trade payables                                1,696   (5,821)   (7,572)
  Accrued liabilities and income 
    taxes payable                                (158) (16,310)   (4,280)
  Postretirement benefits and 
    pension liability                          (1,270)     (98)   (1,211)
  Other long-term liabilities                    (217)      81     1,443 
Net cash provided by (used in)
 continuing operations                          5,017    15,854  (18,034)
Net cash provided by
 discontinued operations                            -        -     1,370 
Net cash provided by (used in)
 operating activities                           5,017   15,854   (16,664)
Cash flows from investing activities:
Proceeds from sale of
 discontinued operations                            -        -    27,500 
Proceeds from the sale of property,
 plant and equipment                              512   24,803         - 
Capital expenditures                             (999)    (331)   (3,166)
Net cash provided by (used in)
 investing activities                            (487)  24,472    24,334 


                Smith Corona Corporation and Subsidiaries
                  Consolidated Statements of Cash Flows
                                Continued

                                                For the year ended June 30, 
(Dollars in thousands)                         1997       1996       1995

Cash flows from financing activities:              
Bank loans (repayments), net                     -    (17,400)    (2,602)
Payments made to settle                            
 liabilities subject to                            
 compromise                                (12,474)         -          - 
Dividends paid                                   -          -     (4,537)
Net cash used in financing activities      (12,474)   (17,400)    (7,139)
Increase (decrease) in cash and
 cash equivalents                           (7,944)    22,926        531 
Cash and cash equivalents:
 Beginning of year                          29,929      7,003      6,472 
 End of year                               $21,985    $29,929     $7,003 
Cash paid during the year for:
Interest                                   $     -    $   662     $1,146 
Income taxes                               $   610    $   644     $2,300 
</TABLE>
See accompanying notes to consolidated financial statements.<PAGE>
            Smith Corona Corporation and Subsidiaries
            Notes to Consolidated Financial Statements
         (Dollars in thousands, except per share amounts)


1. Petition for Reorganization Under Chapter 11 and Basis of
   Presentation

     On July 5, 1995 (the "Petition Date"), Smith Corona
Corporation (the "Company") filed a voluntary petition for relief
under Chapter 11 of the United States Bankruptcy Code (the
"Bankruptcy Code") in the United States Bankruptcy Court for the
District of Delaware (the "Bankruptcy Court").  On August 18,
1995, SCM Office Supplies, Inc., SCC LI Corporation (formerly
known as Histacount Corporation) and Hulse Manufacturing Company,
all wholly-owned nonoperating subsidiaries of the Company
(collectively, the "Nonoperating Subsidiaries"), filed Chapter 11
petitions.  On October 31, 1996, Smith Corona Overseas Holdings,
Inc., SCM Inter-American Corporation and SCM (United Kingdom)
Limited, all wholly-owned domestic subsidiaries
 (the "Wholly-Owned Domestic Subsidiaries"),
also filed Chapter 11 petitions. 
(The petitions of the Company, the Nonoperating Subsidiaries and
the Wholly-Owned Domestic Subsidiaries are referred to herein
collectively as the "Bankruptcy Proceedings").  The primary
purpose of the October 31, 1996 filings, which had no effect on
operations, was to better protect corporate assets during the
reorganization period.  The Bankruptcy Proceedings primarily
related to all U.S. assets and operations and did not pertain to
the Company's international subsidiaries.  From July 5, 1995 to
February 28, 1997, the Company operated as a debtor-in-possession.

     On January 27, 1997 the Bankruptcy Court entered an order
confirming the Company's Third Amended Second Joint Plan of
Reorganization (the "Confirmation Order").  The Confirmation
Order was subject to satisfaction of certain conditions precedent
to the effective date.  The Company satisfied the conditions and
emerged from the Bankruptcy Proceedings on February 28, 1997 (the
"Effective Date").

     The consolidated financial statements as of and for the year
ended June 30, 1996 are presented in accordance with the American
Institute of Certified Public Accountants Statement of Position
90-7: "Financial Reporting by Entities in Reorganization Under
the Bankruptcy Code".  The consolidated financial statements are
prepared in accordance with generally accepted accounting
principles applicable to a going concern, which contemplates the
realization of assets and the satisfaction of liabilities in the
normal course of business.  Accordingly, the consolidated
financial statements as of June 30, 1996 and for the year then
ended did not reflect adjustments or provide for the potential
consequences of the Bankruptcy Proceedings.  In particular, such
consolidated financial statements do not purport to show (a) the
realizable value of assets on a liquidation basis or their
availability to satisfy liabilities; (b) prepetition liability
amounts that may be allowed for claims or contingencies or the
status and priority thereof; or (c) the effect of any changes
that may be made to the capitalization of the Company.

     Liabilities recorded by the Company as of June 30, 1996,
that were expected to be compromised under a plan of
reorganization consisted of the following:
<TABLE>
<S>                                                                  <C>       
                                                                      June 30,
                                                                         1996 
Trade payables                                                        $10,417 
Accrued liabilities                                                    10,787 
Income taxes payable                                                    3,088 
Postretirement benefits                                                12,497 
Pension liability                                                      17,681 
Other long-term liabilities                                             5,650 
     Total(1)                                                         $60,120 
</TABLE>
(1)  Excludes a net intercompany payable in the amount of $24,637
     to the Company's subsidiaries not included in the Bankruptcy
     Proceedings.  If the Wholly-Owned Domestic Subsidiaries were
     reflected as part of the June 30, 1996 amount, the net
     intercompany balance would have been a net intercompany
     receivable of $1,203.

     The Company recorded reorganization costs relating to its
Bankruptcy Proceedings aggregating $5,864 for the year ended June
30, 1997.  These charges include professional fees, a provision
for closing the New Canaan, Connecticut headquarters and
relocation of such headquarters to Cortland, New York, and costs
associated with the distribution of the Company's Third Amended
Second Joint Plan of Reorganization (the "POR") for the
solicitation of creditors, offset by interest income earned on
domestic cash balances of $607, a purchase deposit forfeiture of
$500 and a settlement the Company reached with its banks relating
to the Company's debtor-in-possession financing of $500. 
Reorganization costs of $10,255 for the year ended June 30, 1996
were primarily professional fees.

     An administrator was appointed on August 2, 1995 for the
Company's wholly-owned subsidiary in Australia.  The
administrator was appointed as liquidator on August 29, 1995. 
Due to the liquidation, the Australian subsidiary's assets,
liabilities and operating results were removed from the
consolidated financial statements as of August 2, 1995 and the
Company recorded in other expense (income) an estimated loss on
liquidation of approximately $415 and $291 in the first and third
quarters, respectively, of the year ended June 30, 1996.  On
December 6, 1996, the Company received the final distribution of
funds in the liquidation of the Australian subsidiary which
resulted in a gain, recorded in other income, of approximately
$157 during the second quarter ended December 31, 1996. The
Company has established a distributor relationship in the
Australian market for the purpose of maintaining its distribution
capacity.

     At the Company's request, the Bankruptcy Court established a
bar date of October 31, 1995 for pre-petition claims against the
Company.  The Bankruptcy Court also established an administrative
claims bar date of (i) October 18, 1996 for claims that occurred
on or before August 16, 1996 and (ii) April 29, 1997 for claims
that occurred after August 16, 1996 and on or before the
Effective Date.  A bar date is the date by which claims against
the Company must be filed if the claimants wish to receive any
distribution in the Bankruptcy Proceedings.  The Company has
given notice to all known actual or potential claimants subject
to the October 31, 1995, October 18, 1996 and April 29, 1997 bar
dates of their need to file a proof of claim with the Bankruptcy
Court.  The Company is reconciling claims that differ from the
Company's records, and any differences that cannot be resolved by
negotiated agreements between the Company and the claimant will
be resolved by the Bankruptcy Court.

     Under the POR, all allowed general unsecured claims will be
satisfied through the distribution to holders of such claims of
(i) the unsecured class cash of approximately $11,330 (less any
amounts paid to holders of allowed convenience class claims
discussed below), and (ii) 85 percent of the reorganized
company's common stock to be issued pursuant to the POR
(determined on a fully diluted basis not including the effect of
the exercise of any of the below described warrants). Each holder
of an allowed general unsecured claim will receive one share of
the reorganized company's common stock for each ten dollars in
allowed claim value.  All allowed claims senior to allowed
general unsecured claims will be satisfied by the payment in full
in cash or notes (as provided for by the Bankruptcy Code) or the
assumption of all such claims.  As described below, the
distributions to holders of allowed general unsecured claims and
claims senior to such claims have commenced.  Allowed convenience
class claims (general unsecured claims of one thousand five
hundred dollars or less) have received payment in cash in an
amount equal to 60 percent of the amount of such claims.  In
addition, registered holders as of August 15, 1996, of the
Company's common stock, par value $.01 per share, which was
outstanding prior to the Effective Date (the "Old Common Stock")
have received warrants to purchase one share of common stock, par
value $.001 per share (the "Common Stock"), in the reorganized
company for each twenty shares of Old Common Stock.


     During the quarter ended March 31, 1997, the Company made a
disbursement of $12,474 to the distribution agent for payment of
allowed general unsecured claims and claims senior to such
claims.  Additionally, as of June 30, 1997, 2,660,344 shares of
Common Stock were issued to allowed general unsecured claim
holders.  Once disputed general unsecured claims are resolved and
allowed, such claimants will share, on a pro rata basis, in the
aforementioned cash pool as well as in 85 percent of the Common
Stock.  On February 28, 1997 the Company recorded a value of
approximately $9,900 for 85 percent of the Common Stock.  In
connection with the POR going effective, certain liabilities
recorded as subject to compromise were retained by the Company
and approximately $30,496 of such liabilities were settled which
resulted in a pre-tax and after-tax extraordinary gain of
approximately $8,122.

     The Company plans to significantly expand its product line,
primarily by sourcing new products from outside manufacturers. 
Such sourcing includes entering into strategic alliances with
third parties in the United States, Europe and the Far East to
provide products or services.  In that respect, the Company's
efforts are focused on forging alliances with companies that
provide technologically advanced products for the small office
and home office environment but presently do not have a
substantial United States market share or market presence, and
are intent on building or increasing market share by selling
their products under the well-known "Smith Corona" name.  The
Company intends to rely on its existing distribution network to
become a leading vendor of technologically advanced products for
the small office and home office.  In the fall of 1997, newly
sourced and manufactured products will be available under the
Smith Corona brand name.  The product offerings will include
items in the telephony and facsimile product lines.  Further, the
Company intends to maintain its core business of manufacturing
and distributing its current product line of typewriters and
related supplies and accessories to satisfy continuing worldwide
demand for these products.  Due to substantial sales volume
reductions, in June 1997, the Company ceased the manufacture of
personal word processors; servicing and customer support of
personal word processors, however, will continue.  The Company's
long-term viability is dependent upon the successful
implementation of its reorganization plan and the attainment of
profitable operations.

2. Significant Accounting Policies 

Basis of Consolidation:  The consolidated financial statements
include the accounts of Smith Corona Corporation and its wholly-owned 
subsidiaries.  All significant intercompany accounts and
transactions have been eliminated. 


Statement of Cash Flows:  All highly liquid investments purchased
with a maturity of three months or less are considered to be cash
equivalents.  Included in the fiscal year ended June 30, 1996
("Fiscal 1996") gain (loss) on disposition of property, plant and
equipment is the gain from the sale of the building in Singapore
of $17,755.  This item is included in the Fiscal 1996 Statement
of Operations as restructuring income.

Inventories:  Inventories are stated at the lower of cost or
market.  Cost is determined principally by the first-in, first-out 
(FIFO) method.

Property, Plant and Equipment:  Property, plant and equipment are
stated at cost.  Depreciation is provided on the straight-line
basis at rates based on estimated useful lives.  Lives used in
computing depreciation range from two to twelve years for
equipment and up to forty years for buildings.  Leasehold
improvements are amortized over the lease term.  Maintenance and
repairs are charged against operations as incurred.  Expenditures
that materially increase capacities or extend useful lives of
property, plant and equipment are capitalized.

During fiscal 1997, the Company adopted the provisions of
Statement of Financial Accounting Standards No. 121, "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets
to be Disposed Of".  The adoption of the provisions of this
Statement did not have a  material effect on the Company's
financial statements.

Retirement Plans: During the year ended June 30, 1997, the
Company terminated its defined benefit pension plan for hourly
employees and froze the benefits of its defined benefit pension
plan for salaried employees (see Note 10).  Substantially all
domestic employees participate in the Company's retirement plans
for salaried and hourly employees.  The cost of United States
pension plans is accrued in amounts equal to the normal cost of
current service under the plans together with amortization of
prior service costs.  Outside of the United States, costs are
accrued and paid in accordance with local requirements.

Postretirement Plans:  The Company provides for the expected cost
of postretirement benefits over the employee's years of active
service.  In June 1997, the Company implemented a new premium
structure for retiree health care benefits whereby retired
employees will absorb the total cost of health care premiums
phased in over the next three years (see Note 10).

Research and Development:  The Company's product development
costs are expensed as incurred.  Research and development expense
was $1,915, $1,991 and $7,218 for the years ended June 30, 1997,
1996 and 1995, respectively.


Goodwill:  The excess of the allocated acquisition cost over the
fair value of net assets of businesses acquired are amortized by
the straight-line method over forty years.  Due to operating
losses and uncertainty of future operations, the Company wrote 
off the remaining net book value of Goodwill of approximately
$739 in the year ended June 30, 1996.

Foreign Currency:  The functional currency of the Company's
foreign operations is deemed to be the United States dollar. 
Consequently, all translation gains and losses are included in
income.

Forward Foreign Currency Contracts:  From time to time, the
Company may enter into forward foreign currency contracts to
hedge against foreign currency fluctuations.  Gains and losses on
these contracts are recorded in net income in the period in which
the exchange rate changes.  During the year ended June 30, 1995,
forward foreign currency contracts were in place to reduce the
impact of foreign currency fluctuations on transactions
designated in a currency other than the U.S. dollar.  At June 30,
1997 and June 30, 1996, there were no outstanding forward
contracts.

Environmental Remediation Costs: The Company accrues for losses
associated with environmental remediation obligations when such
losses are probable and reasonably estimable.  Costs of future
expenditures for environmental remediation obligations are not
discounted to their present value.

Income Taxes:  Deferred income taxes are determined based on the
difference between the financial statement and tax basis of
assets and liabilities using enacted tax rates in effect for the
year in which the differences are expected to reverse. 

Stock-Based Compensation - The Company adopted the provisions of
Statement of Financial Accounting Standards No. 123, "Accounting
for Stock-Based Compensation" ("FAS 123"), in the first quarter
of the year ended June 30, 1997.  The Company, as provided for by
FAS 123, is continuing to apply Accounting Principles Board
Opinion No. 25, "Accounting for Stock Issued to Employees" for
employee stock compensation measurement.

Income (Loss) Per Common and Common Equivalent Share: Income
(loss) per common and common equivalent share for the twelve
months ended June 30, 1997 are based on the weighted average
number of common shares outstanding since the Effective Date and
the effect of considering common stock equivalents.  For
comparability purposes, income (loss) per common and common
equivalent share for the twelve months ended June 30, 1996 and
1995 are based on the weighted average number of common shares
outstanding from the Effective Date until March 31, 1997 and the
effect of considering common stock equivalents.  Primary and
fully diluted income (loss) per common and common equivalent
share are approximately the same, and therefore, are not shown
separately.

Statement of Financial Accounting Standards No 128 "Earnings Per
Share" ("SFAS 128"), was issued in March 1997, and is effective
for periods ended after December 15, 1997.  Earlier application
is not permitted.  SFAS 128 simplifies the standards for
computing earnings per share ("EPS") and makes them comparable to
international standards for computing EPS.  When effective, this
statement will replace the presentation of primary EPS with
presentation of basic EPS and will require a dual presentation of
basic EPS and diluted EPS on the face of the Statements of
Operations.  For the Company basic and diluted EPS under SFAS 128
would have been the same for the years ended June 30, 1997 and
1996 and would have equaled the reported EPS for the
aforementioned periods.

Management Estimates: The preparation of financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses
during the reporting periods.  Actual results could differ from
those estimates.

New Financial Accounting Standards Board Releases: Statements of
Financial Accounting Standards No. 130 "Reporting Comprehensive
Income" ("SFAS 130"), and No. 131, "Disclosures About Segments of
an Enterprise and Related Information" ("SFAS 131"), were issued
in June, 1997.

SFAS 130 establishes standards for reporting and display of
comprehensive income and its components in a full set of general
purpose financial statements.  It requires that all items that
are required to be recognized under accounting standards as
components of comprehensive income be reported in a financial
statement that is displayed with the same prominence as other
financial statements.  Comprehensive income is defined as "the
change in equity of a business enterprise during a period from
transactions and other events and circumstances from nonowner
sources.  It includes all changes in equity during a period,
except those resulting from investments by owners and
distributions to owners".  This statement is effective for fiscal
years beginning after December 15, 1997.

SFAS 131 established the way that public business enterprises
report information about operating segments in annual financial
statements and requires that those enterprises report selected
information about operating segments in interim financial reports
issued to stockholders.  It also establishes standards for
related disclosures about products and services, geographic
areas, and major customers.  This statement is effective for
financial statements for periods beginning after December 15,
1997.  The disclosure impact of this statement is currently being
assessed by the Company.

Reclassifications:  Certain reclassifications have been made to
the prior years' financial statements to conform with the 1997
presentation.  In addition, amounts in the year ended June 30,
1995 Consolidated Statement of Operations were reclassified to
reflect continuing operations (see Note 11).

3. Inventories

     A summary of inventories, by major classification and net of
reserves, is as follows:
<TABLE>
<S>                                 <C>             <C>   
                                           June 30,      
                                       1997        1996

Raw materials and work-in-process   $ 4,961         $ 6,180
Finished goods                        7,666          10,693
   Total                            $12,627         $16,873
</TABLE>
4. Property, Plant and Equipment

     A summary of property, plant and equipment, by major 
classification, is as follows:
<TABLE>
<S>                                        <C>           <C>
                                                    June 30,      
                                              1997            1996

Land                                       $   810        $    56 
Buildings and improvements                   6,704          5,263 
Machinery and other equipment               57,765         57,887 
Total                                       65,279         63,206 
Accumulated depreciation                   (53,187)       (50,567)
   Total                                   $12,092        $12,639 
</TABLE>
     Included in other assets as of June 30, 1996 are assets
located in Cortland, New York previously held for sale with a net
book value of $2,000.  Upon emergence from the Bankruptcy
Proceedings the Company decided to maintain its world
headquarters in Cortland, New York and as such the assets were
reclassified to property, plant and equipment.









5. Accrued Liabilities

     Accrued liabilities consist of the following:
<TABLE>
<S>                                           <C>          <C>
                                                    June 30,      
                                               1997          1996 

Bankruptcy expenses                           $ 1,762     $ 2,272 
Payroll and related expenses                    3,297       2,590 
Promotional expenses                            3,940       2,888 
Warranty expenses                               1,067         857 
Other                                           1,548       1,746 

     Total                                    $11,614     $10,353 
</TABLE>
6. Leases

     The Company leases certain facilities, equipment and
vehicles for various periods through 2009 under non-cancelable
operating leases.  Rental expense under these operating leases
was $3,461, $4,184 and $6,243 for the years ended June 30, 1997,
1996 and 1995, respectively.

     The future minimum rental commitments for the operating
leases are as follows:
<TABLE>
<S>                                    <C>
Year Ending                                     Amount
June 30,                                (In thousands)

1998                                            $2,367
1999                                             2,044
2000                                             1,946
2001                                             1,907
2002                                               255
Thereafter                                       1,299
Total                                           $9,818
</TABLE>

7. Bank Loans

     On July 10, 1995, the Company entered into a Debtor-In-Possession  
Credit Agreement (the "Debtor-In-Possession Credit
Agreement") with its lenders which was approved by the Bankruptcy
Court on August 2, 1995.  Proceeds from the Debtor-In-Possession
Credit Agreement were used to repay amounts outstanding under the
Company's previous credit agreement dated April 7, 1995 under
which the Company was, as of June 30, 1995, in technical default. 
The Debtor-In-Possession Credit Agreement, as amended, provided
for extensions of revolving credit loans, term loans and letters
of credit, limited to a percentage of eligible receivables and
inventories, in an amount not to exceed $24,000 through June 30,
1996 and $10,000 from June 30, 1996 through the termination date
of March 31, 1997 or the Effective Date, whichever was earlier. 
On the Effective Date, the Debtor-In-Possession Credit Agreement
terminated.

     On February 28, 1997, as part of the POR, the Company
entered into a loan and security agreement (the "Loan and
Security Agreement") with a new lender.  The Loan and Security
Agreement provides for extensions of revolving credit loans, term
loans and letters of credit, limited to a percentage of eligible
accounts receivable and inventories in the amount not to exceed
$25,000 through the February 28, 2000 expiration date.  Interest
is .75 percent over the Prime Rate or 3 percent over the Adjusted
Eurodollar Rate.  Payment of dividends is prohibited by the terms
of the Loan and Security Agreement, except for non-cash dividends
pursuant to the Rights Agreement (as described in Note 8).
Pursuant to the provisions of the Loan and Security Agreement the
Company must maintain an adjusted net worth of $11,074. 
Management believes that it has adequate flexibility and that
such a covenant should not impose an undue restriction on the
operations of the Company.  The Loan and Security Agreement is
secured by all of the Company's assets.

     There were no borrowings or repayments under the Company's
credit facilities during the twelve months ended June 30, 1997. 
However, aggregate borrowings under the Debtor-In-Possession
Credit Agreement for the year ended June 30, 1996 and Amended and
Restated Credit Agreement for the year ended June 30, 1995
amounted to $1,330,700 and $1,376,208, respectively, while
aggregate repayments were $1,348,100 and $1,378,810,
respectively.

8. Stockholders' Equity

Common Stock

As of the Effective Date, the Company has authorized 100,000,000
shares of Common Stock, par value $.001 per share.  Prior to the
Effective Date the Company had authorized 90,000,000 shares of
Old Common Stock.


Preferred Stock

As of the Effective Date, the Company has authorized 10,000,000
shares of preferred stock, par value of $.001 per share.  The
Company has reserved for issuance 10,000 shares of Preferred
Stock, Series A, whose terms are fixed by the Rights Agreement. 





Rights Agreement

On February 28, 1997, pursuant to the POR, the Board of Directors
of the Company declared a dividend distribution of one Right for
each outstanding share of Common Stock, payable to stockholders
of record at the close of business on such date and payable with
respect to Common Stock issued thereafter.  Each right, when it
becomes exercisable, entitles the registered holder to purchase
from the Company one one-thousandth of a share (a "Unit") of
Preferred Stock, Series A at a purchase price of $25.50 per Unit,
subject to adjustment.  The Rights attach to all certificates
representing shares of Common Stock, and no separate certificates
evidencing the Rights were distributed.  The Rights will separate
from the Common Stock and will be exercisable upon the earlier of
(i) ten days (or such later date as the Board of Directors shall
determine) following public disclosure that a person or group of
affiliated or associated persons has become an "Acquiring Person"
(as defined below) or (ii) ten business days (or such later date
as the Board shall determine) following the commencement of a
tender offer or exchange offer that would result in a person or
group becoming an "Acquiring Person".  Except for certain
claimants under the POR, for whom the percentage is higher, an
"Acquiring Person" is a person or group of affiliated or
associated persons who has acquired beneficial ownership of 15
percent or more of the outstanding shares of Common Stock.  The
term "Acquiring Person" excludes (i) the Company, (ii) any
subsidiary of the Company, (iii) any employee benefit plan of the
Company or any subsidiary of the Company or (iv) any person or
entity organized, appointed or established by the Company for or
pursuant to the terms of any such plan.  The Rights, which do not
have voting rights, will expire on February 28, 2007 unless
extended or earlier redeemed by the Company.

     In the event that a person becomes an Acquiring Person, each
holder of a Right will have the right to receive, upon exercise
of the Right, Common Stock having a value equal to two times the
exercise price of the Right.  Rights that are owned by any
Acquiring Person will be null and void.  In the event that a
person has become an Acquiring Person and the Company is acquired
in a merger or other business combination transaction in which
the Company is not the surviving corporation, or more than 50
percent of the Company's assets or earning power is sold, each
holder of a Right (except Rights which previously have been
voided as set forth above) shall thereafter have the right to
receive, upon exercise, common stock of the acquiring company
having a value equal to two times the exercise price of the
Right.

     The Rights may be redeemed by the Company at a price of
$.001 per Right at any time until ten days following the date on
which a person has become an Acquiring Person.


Warrants

Also on the Effective Date, the Company issued warrants to
stockholders of record as of August 15, 1996 of the Old Common
Stock.  Eligible stockholders received one warrant to purchase
one share of Common Stock for every 20 shares of the Old Common
Stock held by them.  The Old Common Stock was canceled on the
Effective Date.  The exercise price of the warrants is $8.50 per
share.  The warrants may be exercised at any time from August 28,
1997 to February 28, 1999.  As of June 30, 1997, there were
1,512,423 warrants issued.

Senior Officer Stock

Pursuant to the POR, the Chief Executive Officer, Chief Financial
Officer, Executive Vice President/Sales and Marketing and at the
discretion of the Chief Executive Officer, other officers of the
Company may be granted up to 5 percent of the total shares of
Common Stock which are issued under the provisions of the POR on
a fully diluted basis (not including the effect of the exercise
of any of the above warrants).  The number of shares of the
Company's Common Stock awarded and outstanding under this plan as
of June 30, 1997 were 93,894.  Rights to these shares vest on the
second anniversary of the Effective Date (the "Restriction
Period") or upon a change in control.  The market value of these
shares at the date of award is reflected as deferred compensation
in Stockholders' Equity and is being amortized over the
Restriction Period. 

Employee Stock Incentive Plan

Pursuant to the POR, the Company shall implement an employee
stock incentive or other similar plan, which shall provide for
the issuance of up to 10 percent of the total shares of Common
Stock (or options to acquire such shares) which are issued
pursuant to the provisions of the POR on a fully diluted basis
(not including the effect of the exercise of any of the above
warrants).  This employee stock incentive plan has not yet been
implemented.
<PAGE>
9. Geographic Area Information

     The Company operates in one industry segment which includes
design, manufacture and distribution of  typewriters, personal
word processors and related supplies and accessories.  The
Company manufactures its products principally at its facility
located in Mexico and distributes its products through a variety
of distribution channels, domestically and internationally. 
Transfers between geographic areas are generally priced to
recover cost plus an appropriate markup for profit.  Information
regarding the Company's operations in different geographic
locations is shown below:<TABLE>
<S>                       <C>          <C>          <C>
                                          For the year ended June 30,
                                 1997         1996        1995 
Net sales to customers:                                        
   United States             $ 67,918     $ 90,470    $158,047 
   Europe                       6,848       17,773      26,645 
   Other Foreign                2,547        4,305      11,617 
      Total                  $ 77,313     $112,548    $196,309 
                                                               
Inter-area transfers:                                          
   United States             $  5,147     $ 11,287    $ 21,108 
   Singapore                        -       22,480      74,060 
   Europe                         415            -           - 
   Other Foreign                8,890        6,735       9,457 
      Total                  $ 14,452     $ 40,502    $104,625 
                                                               
Operating income (loss):                                       
   United States             $  8,177     $(14,944)   $(24,466)
   Singapore                     (110)      15,737      (8,294)
   Europe                      (4,234)      (6,461)     (6,572)
   Other Foreign                 (549)        (730)       (129)
   Corporate                   (4,142)      (3,815)     (7,187)
   Eliminations                     -        1,637        (118)
      Total                  $   (858)    $ (8,576)   $(46,766)
                                                               
Identifiable assets:                                           
   United States             $ 51,535     $ 69,036     $88,741 
   Singapore                      371          431      21,702 
   Europe                       3,778        8,548      17,002 
   Other Foreign                4,945        5,857       8,621 
      Total                  $ 60,629     $ 83,872    $136,066 
</TABLE>                              
     Sales to one of the Company's largest customers, Wal-Mart
Stores, Inc., amounted to 19.8%, 11.4% and 12.5% of consolidated
net sales during 1997, 1996 and 1995, respectively. 
Additionally, in 1996, sales to Office Depot amounted to 10.1% of
consolidated net sales.  The above customers were the only
customers responsible for more than 10% of net sales in the
periods noted.


10. Pension Plans and Postretirement Benefits

     As part of its ongoing reorganization efforts under the
Bankruptcy Proceedings, on August 6, 1996, the Company decided to
discontinue future benefit accruals under its salaried and hourly
defined benefit pension plans (the "Defined Benefit Plans") as of
September 1, 1996 and to seek termination of the Defined Benefit
Plans as of October 6, 1996.  On August 7, 1996, pursuant to
applicable Federal law and regulations, the Company caused a
Notice of Intent to Terminate to be issued to affected parties
under the Defined Benefit Plans.  The freezing of benefit
accruals resulted in a $3,394 curtailment gain recorded in
selling, general and administrative expenses during the three
months ended September 30, 1996.

     On August 23, 1996, the Company filed with the Bankruptcy
Court a Motion for Approval of Distress Termination of Pension
Plans (the "Termination Motion").  Among other things, the
Termination Motion asked the Bankruptcy Court to find that the
Company met the standards for distress termination of the Defined
Benefit Plans, to approve such a termination pursuant to
applicable statutes and regulations, and to determine the claims
of the Pension Benefit Guaranty Corporation (the "PBGC"), if any,
arising from such a termination.

     The PBGC opposed termination of the Defined Benefit Plans. 
On December 17, 1996, the Company and the PBGC executed a
settlement agreement whereby the Company withdrew its application
with the PBGC to terminate the defined benefit plan for salaried
employees (the "Salaried Plan"), withdrew its Bankruptcy Court
motion to terminate the Salaried Plan, and notified participants
and beneficiaries that the Salaried Plan will continue on a
frozen basis, i.e., no future benefits for plan participants will
be earned.  The agreement between the Company and the PBGC also
provided that the Company promptly complete its distress
termination filing with the PBGC with respect to the defined
benefit plan for hourly employees (the "Hourly Plan"). 
Termination of the Hourly Plan resulted in the PBGC receiving an
allowed general unsecured claim in the Bankruptcy Proceedings of
$8,300.  Upon final court approval, obtained on January 22, 1997,
all PBGC claims with respect to the Salaried and Hourly Plans,
except the $8,300 general unsecured claim, were withdrawn and the
PBGC's objection to confirmation of the Company's POR also was
withdrawn.

     The Salaried Plan generally provides pension benefits that
are based upon formulas that reflect all service with the Company
and its predecessors and the employee's compensation during the
employee's highest five of the last ten consecutive years of
service before retirement.  The Hourly Plan generally provides
benefits of stated amounts for each year of service.  Subject to
its initiation of proceedings to seek termination of its Defined
Benefit Plans the Company's policy has been to fund, at a
minimum, the amount necessary on an actuarial basis to provide
for benefits in accordance with requirements of the Employee
Retirement Income Security Act of 1974 ("ERISA").

     The net periodic pension cost (income) for the years ended
June 30, 1997, 1996 and 1995 is comprised of the following
components:

<TABLE>
<S>                          <C>         <C>        <C>
                                 1997        1996       1995 

Service cost                  $   512      $1,455     $1,664 
Interest cost                   4,185       5,656      5,398 
Return on plan assets:                                       
 Actual                        (8,845)     (7,347)    (9,097)
 Unrecognized loss              4,162       1,498      3,395 
Amortization of deferred
  costs and actuarial gains         -        (227)      (595)
Settlement gain                (8,598)          -          - 
Net curtailment gain           (3,394)     (1,524)         - 
Pension cost (income)        $(11,978)     $ (489)    $  765 
</TABLE>
     The net curtailment gains for 1997 and 1996 were a result of the
freezing of benefit accruals and the May 1995 restructuring,
respectively.  The settlement gain is a result of termination of the
Hourly Plan and is included as a component of the extraordinary gain.

     The assumptions used in the development of these amounts were:
<TABLE>
<S>                            <C>         <C>        <C>
                                  1997        1996       1995

Discount rate                    7.50%       7.50%      8.00%
Rates of increase in                  
   compensation levels           4.50%       4.50%      5.50%
Rate of return on                     
   plan assets                   9.25%       9.25%      9.25%
</TABLE>
    The following tables set forth the funded status of the plans and
amounts recognized in the Company's consolidated balance sheets:
<TABLE>
<S>                                       <C>
                                           June 30, 1997     
                                             Smith           
                                            Corona
                                          Salaried
                                              Plan                          

Actuarial present value
 of benefit obligation:
Vested benefit obligation                 $40,890                           
Accumulated benefit obligation            $41,221                           

Projected benefit obligation              $41,221                           
Market value of assets
 (principally publicly traded
 securities)                              $42,297                           
Funded status                              (1,076)                          
Unrecognized gains                          5,853                           
Net accrued pension liability             $ 4,777            
</TABLE>
<TABLE>
<S>                                         <C>          <C>        <C>
                                                             June 30, 1996     
                                             Over-     Under-
                                            Funded     Funded
                                             Plans      Plans          Total

Actuarial present value
 of benefit obligation:
Vested benefit obligation                  $37,869    $32,727        $70,596
Accumulated benefit obligation             $38,693    $32,733        $71,426

Projected benefit obligation               $42,972    $32,733        $75,705
Market value of assets
 (principally publicly traded
 securities)                               $39,528     29,238         68,766
Funded status                                3,444      3,495          6,939
Unrecognized gains                           5,241      5,501         10,742
Net accrued pension liability              $ 8,685    $ 8,996        $17,681
</TABLE>
     The net accrued pension liability in the amount of $17,681
is reflected on the June 30, 1996 consolidated balance sheet as
liabilities subject to compromise.

     The Company also has defined contribution savings plans
covering its domestic and certain of its foreign employees, under
which the Company matches a portion of the contributions made by
participating employees.  The Company's costs for matching
contributions under savings plans totaled $254, $337 and $543 for
the years ended June 30, 1997, 1996 and 1995, respectively.


     The Company had a non-qualified supplemental pension plan
covering certain employees which provided for incremental pension
payments from the Company's funds.  The net accrued pension
liability related to the unfunded plan was $1,869 at June 30,
1996.  The net accrued pension liability in the amount of $1,869
was reflected on the June 30, 1996 consolidated balance sheet as
liabilities subject to compromise. Pension expense for the 
non-qualified plan was $189 and $683 in the years ended June 30, 1996
and 1995, respectively.  The plan was terminated and additional
benefit accruals ceased on January 31, 1996 which resulted in a
curtailment gain of $213.

     The Company also provides health care and life insurance
benefits for certain retired employees.  Substantially all of the
Company's domestic employees, and certain employees in foreign
countries, may become eligible for such benefits if they reach a
specified retirement age while working for the Company.

     In June 1997, a letter was distributed to all of the
Company's currently retired employees providing a new premium
structure for health care benefits which will be implemented
beginning January 1, 1998 whereby retired employees will absorb
incremental increases in the total cost of health care premiums. 
By January 1, 2000, retired employees will absorb 100% of the
health care premium.  Furthermore, the Company decided to
terminate life insurance benefits for retired employees effective
January 1, 2000.  These changes resulted in a net curtailment
gain of $6,534 which was recorded in selling, general and
administrative expenses during the fourth quarter of the year
ended June 30, 1997.

     Summary information on the Company's postretirement benefit
plans, which are unfunded, is as follows:
<TABLE>
<S>                                              <C>        <C>
                                                       Year ended June 30,
                                                   1997        1996 

Financial status of plans:
 Accumulated postretirement
  benefit obligation (APBO):                                        
   Retirees                                     $ 1,248     $ 8,626 
   Fully eligible, active
    plan participants                                 -       1,200 
   Other active plan
    participants                                      -         929 
   Unrecognized gains                             4,656       1,742 
Accrued postretirement
 benefit cost                                    $5,904     $12,497 
</TABLE>
     The accrued postretirement benefit cost as of June 30, 1996
was reflected on the balance sheet as liabilities subject to
compromise.<PAGE>
     The components of net periodic postretirement benefit
 cost are as follows:
<TABLE>
<S>                                     <C>           <C>
                                               Year ended June 30,
                                           1997         1996 

Service cost, benefits attributed to           
 employee service during the year      $    84         $ 130 
Interest cost on accumulated                   
 postretirement benefit obligation         687           802 
Amortization of gains                     (164)         (109)
Net curtailment gain                    (6,534)         (639)
Net periodic postretirement benefit
 cost (income)                         $(5,927)        $ 184 
</TABLE>
     The net curtailment gains were primarily the result of the
change in postretirement benefits in the year ended June 30, 1997
and employee terminations in the year ended June 30, 1996.

     The discount rate used in determining the APBO was 7.5% in
1997 and 1996, respectively.  The assumed health care cost trend
rate used in measuring the accumulated postretirement benefit
obligation was 10.0% and 10.5% in 1997 and 1996, respectively,
declining to an ultimate rate of 5.5% over approximately sixty
years.

     If the health care cost trend rate assumptions were
increased by 1.0%, the APBO as of June 30, 1997 would have been
increased by approximately 8.0%.  The effect of this change in
health care cost trend rates on service and interest periodic
postretirement benefit cost in Fiscal 1997 would have been an
increase of approximately 9.0%.

11. Discontinued Operations

     On November 4, 1994 the Company sold substantially all of
the assets and liabilities of Histacount Corporation, a
wholly-owned subsidiary, for $14,500.  The after-tax gain on the sale
includes utilization of a capital tax-loss carry-forward and was
recorded in the year ended June 30, 1995 statement of operations. 
On July 5, 1994 the Company sold substantially all the assets and
liabilities of SCM Office Supplies, Inc., a wholly-owned
subsidiary, for $13,000.  The loss on the sale was recorded in
the year ended June 30, 1994 statement of operations.  The sale
proceeds of approximately $27,500 were used to reduce the
Company's debt and accounts payable.

     Accordingly, the consolidated statements of operations
reflect SCM Office Supplies, Inc. and Histacount Corporation's
operating results as discontinued operations.  


<PAGE>
    Summary operating results of discontinued operations are as
follows for the year ended June 30, 1995:<TABLE>
<S>                                          <C>
Net sales,                                    $5,774                   
Income from operations
 before income taxes                          $1,018 
Income taxes                                     347 
Net income from operations                       671 
Gain on disposal 
 of assets (net of tax benefit
 of $196)                                      9,127                   
Net income                                    $9,798 
</TABLE>
12. Income Taxes

     The components of loss from continuing operations
before income taxes are as follows:
<TABLE>
<S>                                     <C>              <C>            <C>
                                                                                     Year ended June 30,  
                                           1997               1996           1995 

United States                            $3,124           $(21,590)      $(37,798)
Foreign                                  (3,656)            12,499         (9,933)
   Total                                 $ (532)          $ (9,091)      $(47,731)

     The components of income tax expense consist of:

                                                                   Year ended June 30, 
                                           1997               1996           1995 
United States:
   Current                              $     -            $(1,921)       $   141 
   Deferred                                   -              2,217          8,787 
Foreign                                     104              1,218          2,071 
State                                       159                517          3,666 
   Total                                 $  263            $ 2,031        $14,665 

     Income tax expense is included in the financial statements as
follows:

                                                                   Year ended June 30,  
                                           1997               1996           1995 

Continuing operations                    $  263             $2,031        $14,514 
Discontinued operations                       -                  -            151 
Extraordinary Gain                            -                  -              - 
   Total                                 $  263             $2,031        $14,665 
</TABLE>
    The components of net deferred tax assets were as follows: 
<TABLE>
<S>                                         <C>              <C>
                                                    June 30,   
                                            1997              1996 
Deferred tax assets:                                               
  Accounts receivable                    $1,066             $1,365 
  Inventory                               1,960              3,144 
  Prepaid and other current assets        2,363                  - 
  Postretirement benefits
   other than pensions                    2,257              4,777 
  Pension                                 1,825              6,758 
  Restructuring                             469              3,476 
  Other liabilities                       4,050              6,250 
  Property, plant and equipment           3,291              3,924 
  Net operating loss carryforwards       21,195             18,963 
  Capital loss carryforwards              7,515              7,529 
  Miscellaneous                           2,615              2,480 
  Valuation allowances                  (48,606)           (58,666)
  Net deferred tax assets               $     -            $     - 
                                                                   
</TABLE>
     For the year ended June 30, 1996 the Company recorded a
charge to income tax expense increasing valuation allowances to
provide for full valuation of all of its deferred income tax
assets.

     The provisions for income taxes differ from the amounts
computed by applying the federal income tax statutory rate. The
following is a summary of the reasons for these differences:

<TABLE>
<S>                                           <C>               <C>                  <C>
                                                   Year Ended June 30,  
                                                 1997               1996             1995 
Income (loss) from continuing
  operations before income taxes              $ (532)            $(9,091)        $(47,731)
Statutory tax rate                                34%                 34%              34%
Tax computed at statutory rate                  (181)             (3,091)         ( 16,229)
Increase (reduction):
State income taxes,
   net of federal benefit                      2,980                 405           (1,685)
Effect of foreign earnings                     1,661                (930)           1,105 
Valuation allowance                           (6,956)              8,425           32,232 
Other adjustments                              2,759              (2,778)            (909)
   Total                                      $  263             $ 2,031          $14,514 

</TABLE>
    The other adjustments of $2,759 for the year ended June 30,
1997 resulted primarily from permanent capitalization of certain
professional services related to the Bankruptcy Proceedings for
income tax purposes.  The other adjustments of $2,778 for the
year ended June 30, 1996 primarily relate to adjustments to
current taxes payable for the results of the Internal Revenue
Service and New York State tax examinations.

     All U.S. income tax returns through June 30, 1995 have been
examined by the Internal Revenue Service.  The examination
resulted in a current liability of approximately $3,000. 
Additionally, the New York State tax authority completed its
examination of all returns through June 30, 1995.  Settlement of
this examination resulted in a current liability of $300.  The
U.S. income tax return for the year ended June 30, 1996 is
currently under examination by the Internal Revenue Service. 
Management does not expect a material adjustment to result from
this examination.

     For U.S. federal income tax purposes the Company has a net
operating loss carryforward of approximately $9,812 which will
expire on June 30, 2012.  In addition, the Company has net
operating losses attributable to its foreign subsidiaries of
approximately $40,711 of which approximately $35,404 may be
carried forward indefinitely and the remaining amount will expire
in five to seven years.  The tax benefit of the net operating
loss carryforwards has been fully offset by valuation allowances.

13. Commitments and Other Matters

     Certain aspects of the Company's past handling and/or
disposal of hazardous substances have been the subject of
investigation by federal and state regulatory authorities, or
have been the subject of lawsuits filed by such authorities or by
private parties.  At June 30, 1997 and June 30, 1996, the Company
had recorded liabilities of approximately $2,952 and $4,160,
respectively, related to environmental matters.  Because of the
uncertainties associated with assessing environmental matters,
the related ultimate liabilities are not presently determinable. 
However, based on facts presently known, management does not
believe that these investigations, if resolved adversely to the
Company, would individually or in the aggregate have a material
adverse effect on the Company's financial position or results of
operations.

      The Company was the owner and operator of manufacturing
facilities in Groton, New York (the "Groton Site") and
Cortlandville, New York (the "Cortlandville Site" and, together,
the "Owner/Operator Sites").  The Company's liability, if any, at
the Owner/Operator Sites stems from groundwater contamination at
the Cortlandville Site and soil contamination at the Groton Site. 
Remediation programs at the Owner/Operator Sites currently
consist of round-the-clock pumping and filtering (Cortlandville
Site) or soil venting with a soil infiltration injection system
(Groton Site).  The costs of establishing remediation programs at
the Owner/Operator Sites had largely been paid by the Company
prior to the Petition Date.  To the Company's knowledge, the only
future costs that will be associated with remediation of those
sites are for operation, maintenance, monitoring, shutdown, and
post-shutdown of the systems.  Under the POR, the Company will
continue to be responsible for those costs.  The Company believes
that it has set aside adequate reserves for the payment of
expenses for the ongoing remediation programs at the Groton and
Cortlandville Sites.  Claims asserted by the New York Department
of Environmental Conservation ("DEC") and the New York Department
of Health ("DOH") in the Company's bankruptcy proceedings for
past and future costs at the Groton and Cortlandville Sites, and
at eight other sites, were resolved by the Company and the State
of New York on August 6, 1996 at amounts that were not material
to the Company's financial results.

   The Company was served in June 1992 with a summons and
complaint and, in June 1994, with an amended complaint, in a
contribution action brought by five private plaintiffs in the
United States District Court for the Northern District of New
York pursuant to the federal Comprehensive Environmental
Response, Compensation and Liability Act ("CERCLA") and certain
state law theories (the "Cooper Industries action").  The
plaintiffs in this action are Cooper Industries, Inc., Keystone
Consolidated Industries, Inc., The Monarch Machine Tool Co.,
Niagara Mohawk Power Corporation and Overhead Door Corporation. 
The amended complaint, which listed the Company and fourteen
other persons or entities as defendants, sought contribution or
reimbursement for response costs incurred to date, and to be
incurred in the future, for the remediation of a site in
Cortland, New York known as the "Rosen Site".  Claims concerning
the Rosen Site were filed against the Company in the Bankruptcy
Court by the United States Environmental Protection Agency
("EPA"), the United States Department of the Interior ("DOI"),
the DEC, the DOH and certain plaintiffs and defendants in the
Cooper Industries action.  The Company entered into a written
agreement with the United States (on behalf of the EPA and DOI),
the State of New York (on behalf of the DEC and DOH), and the
five Cooper Industries plaintiffs dated as of February 14, 1997
(the "Rosen Site Settlement").  The Rosen Site Settlement was
approved by the Bankruptcy Court on May 29, 1997 after all
conditions precedent to the settlement had been satisfied. 
Pursuant to the Rosen Site Settlement, all Rosen Site-related
claims of the signing parties, including the Cooper Industries
action, will be resolved as to the Company in exchange for
consideration that includes an allowed general unsecured claim in
the Bankruptcy Proceedings.  In addition, the Rosen Site
Settlement provides for a grant of judicial protection to the
Company against contribution actions or claims regarding the
matters addressed therein, including such claims of the Company's
co-defendants in the Cooper Industries action.  This agreement
resulted in a fiscal 1997 second quarter charge of $250.  





    The Company is also a defendant or plaintiff in various
other legal actions that have arisen in the ordinary course of
its business.  It is the opinion of management that the ultimate
resolution of these matters and the environmental matters
discussed above will not have a material adverse effect on the
Company's financial position or results of operation.
                               
    The Company has severance agreements in place with certain
executive officers.  Substantially all the agreements expire by
March 1, 2000 and provide for severance benefits of one year
salary and aggregate approximately $500 in the event all
employees under such severance agreements were involuntarily
terminated. 

14. Restructuring Costs

     Over the past few years, the Company has faced intense
competition from foreign producers.  On May 8, 1995 the Company
announced a major Restructuring whereby the Company's typewriter
manufacturing would be relocated from its Singapore and Batam
Island, Indonesia facilities to its Mexico facility.  This action
resulted in the termination of approximately 1,300 workers in
Singapore and Batam Island.  The Company ceased production in
Singapore and Batam Island, Indonesia in November 1995, and
relocated equipment to Mexico where typewriter production
commenced in December 1995.  The Company sold certain of its
Singapore machinery and equipment for proceeds of approximately
$2,333 resulting in a loss of approximately $1,489 which was
accrued as part of the Fiscal 1995 restructuring charge. 
Additionally, the Company sold its Singapore facility and the
underlying land lease on February 8, 1996 for net proceeds of
approximately $21,041.  The sale of the facility resulted in a
third quarter pretax gain of approximately $17,755 and is
included in restructuring income.

     In addition to the relocation of typewriter manufacturing to
Mexico, the Company also eliminated approximately 180 support
positions within the research and development, finance, service,
distribution, selling and marketing areas in both its Cortland,
New York and New Canaan, Connecticut locations.  Approximately
$10,000 in additional annual pretax savings were realized during
the year ended June 30, 1997 from elimination of these support
positions.  These reductions were completed by the end of the
first quarter of Fiscal 1996 and resulted in a first quarter
pension curtailment gain of approximately $1,524 and were
included in restructuring expense (income) for the third quarter
of Fiscal 1996.

      As a result of these actions, the Company recorded a pretax
charge of approximately $14,870 in the fourth quarter of the year
ended June 30, 1995, of which approximately $1,877 represented
primarily non-cash machinery and equipment asset write-offs, and
the remainder related to employee severance.  Additionally,
certain costs, primarily relating to the shutdown of Singapore
operations, of approximately $1,622, pretax were recognized as
charges to operations as incurred during the year ended June 30,
1996 as they did not qualify as restructuring costs. 


    The fiscal 1995 restructuring provision and subsequent
activity is as follows:
<TABLE>
<S>                    <C>         <C>       <C>      <C>
                                    Asset
                                   Impair-   Other
                       Severance    ments    Costs    Total
1995 Provision         $12,993     $1,492    $ 385    $14,870
1995 Activity (1)       (1,499)         -     (100)    (1,599)
June 30, 1995 balance   11,494      1,492      285     13,271
1996 Activity (2)       (6,809)    (1,492)      35     (8,266)
June 30, 1996 balance    4,685          -      320      5,005
1997 Activity(3)        (4,685)         -     (320)    (5,005)
June 30, 1997 balance  $     -     $    -    $   -    $     -
</TABLE>

(1)  Represents cash payments, except for other costs which are
     non-cash items.
(2)  Represents cash payments for severance of approximately 
     $6,286 and non-cash items for foreign currency exchange rate
     changes, severance provision adjustments and writeoff of
     property, plant and equipment.  The net increase in other 
     costs represents expected future cash payouts for final
     liquidation of Singapore operations.
(3)  The severance amount of $4,685 and other costs amount of
     $279 were compromised and paid as part of the POR. 
     Additionally, other costs included cash payments for
     liquidation of Singapore operations amounting to $41.




















15. Quarterly Financial Data (Unaudited)

<TABLE>
<S>                                  <C>        <C>        <C>         <C>
Fiscal Year Ended                    First      Second     Third       Fourth
June 30, 1997                        Quarter(1) Quarter    Quarter     Quarter(2)
Net sales                            $20,986    $22,463    $16,905     $16,959    
Gross margin                           3,929      6,112      2,917       4,952    
Operating income (loss)                   73     (2,607)    (3,255)      4,931    
Income (loss) before
 extraordinary gain                       85     (2,636)    (3,186)      4,942    
Extraordinary gain                         -          -      8,122           -    
Net income (loss)                    $    85    $(2,636)   $ 4,936     $ 4,942    
Earnings per common                                                               
 and common equivalent
 share:                                                                           
  Income (loss) before
   extraordinary gain                  $ .04     $(1.17)    $(1.42)      $1.89    
  Extraordinary gain
  Net income (loss) per                    -          -       3.61           -    
   share                               $ .04     $(1.17)     $2.19       $1.89    
  Weighted average common
   and common equivalent
   shares outstanding (3)              2,249      2,249      2,249       2,610    


Fiscal Year Ended                     First      Second      Third      Fourth
June 30, 1996                        Quarter(4) Quarter(5)  Quarter(6) Quarter(7)

Net sales                            $33,463    $36,303    $20,026     $ 22,756   
Gross margin                           4,003        904      1,112        3,174   
Operating income (loss)               (4,852)    (8,468)     9,322       (4,578)  
Net income (loss)                    $(5,429)   $(8,636)   $ 9,071     $ (6,128)  
Earnings per common
 and common equivalent                                                            
 share:                                                                           
  Net income (loss) per                                                           
   share                              $(2.41)    $(3.84)     $4.03       $(2.73)  
  Weighted average common
   and common equivalent
   shares outstanding (3)              2,249      2,249      2,249        2,249   

<\TABLE.
(1) Includes pension curtailment gain of approximately $3,400.
(2) Includes postretirement curtailment gain of approximately $6,500.
(3) For all quarters in the fiscal year ended June 30, 1996 and the 
    first, second and third quarters in the fiscal year ended 
    June 30, 1997, the weighted average common and common equivalent
    shares outstanding are based on the weighted average number of
    common shares outstanding from the Effective Date until March 31,
    1997.



(4) Includes pension curtailment gain of approximately $1,500.
(5) Incudes gain from sale of property located in Cortland, New York of
    approximately $1,300 and charges of approximately $4,300 for
    writedown of inventory.
(6) Includes gain from sale of Singapore property of approximately
    $17,000.
(7) Includes charges related to writeoff of the remaining deferred tax
    assets of approximately $3,406 due to the Company's assessment that     
    it is more likely than not that such assets will not be recovered as    
    well as goodwill of $739.  In addition, included is a charge of $900    
    relating to writedown of property, plant and equipment and an           
    additional gain from the sale of the Singapore building of $800. 


                        Financial Statement Schedule II

                   SMITH CORONA CORPORATION AND SUBSIDIARIES
                       VALUATION AND QUALIFYING ACCOUNTS
                For the years ended June 30, 1997, 1996 and 1995
                                 (In thousands)

</TABLE>
<TABLE>
<S>                           <C>        <C>       <C>           <C>       
                                                                      Balance at
                                  Beginning   Costs and Reductions-       End of
                                  of Period    Expenses   Writeoffs       Period


Year ended June 30, 1997:
 Allowance for doubtful                                
   trade receivables                $ 1,576       $ 394      $1,039      $   931
 Allowance for inventory
   obsolescence and shrinkage       $ 7,552      $2,364      $4,501      $ 5,415

Year ended June 30, 1996:
 Allowance for doubtful
   trade receivables                $ 1,484      $  523      $  431      $ 1,576
 Allowance for inventory
   obsolescence and shrinkage       $10,595      $5,199      $8,242      $ 7,552

Year ended June 30, 1995:
 Allowance for doubtful
   trade receivables                $ 1,512      $   61      $   89      $ 1,484
 Allowance for inventory
   obsolescence and shrinkage       $ 4,037      $9,930      $3,372      $10,595
</TABLE>
<TABLE>
<S>             <C>
                          EXHIBIT INDEX
EXHIBIT #

10.1    Smith Corona Corporation Retirement Savings and Investment
        Plan adopted effective July 1, 1989, as amended and
        restated effective January 1, 1997.
10.2    The CORPORATEplan for Retirement The Profit Sharing/401(k)
        Plan, Fidelity Basic Plan Document No. 07 effective July
        1, 1997.
10.3    Adoption Agreement - Article 1 between Smith Corona
        Corporation and Fidelity Management Trust Company, as
        Trustee effective July 1, 1997.
10.27   First Amendment to Loan and Security Agreement dated July 2, 1997.
10.28   Employment Agreement between Smith Corona Corporation and      
        W. Michael Driscoll dated as of October 14, 1996 amended    
        as of June 2, 1997.
10.29   Employment Agreement between Smith Corona Corporation and      
        John A. Piontkowski dated as of May 5, 1997.
11      Statement Re Computation of Earnings (Loss) per common share.
21      Schedule of Subsidiaries of the Registrant
27      Financial Data Schedule (Edgar Filing Only)

</TABLE>