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

                                  FORM 10-K/A-2

                                SECOND AMENDMENT

(Mark One)
 X    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
---   EXCHANGE ACT OF 1934 (FEE REQUIRED)
      For the fiscal year ended DECEMBER 31, 1997
                                       OR
      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
___   SECURITIES EXCHANGE ACT OF 1934
      For the transition period from ____________________ to ___________________
      Commission File Number     0-828

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

         MASSACHUSETTS                                   04-3082903
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(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

1077 PLEASANT STREET,  NORWOOD, MA                         02062
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(Address of principal executive offices)                (Zip Code)

Registrant's telephone number, including area code: (781) 551-0656

Securities registered pursuant to Section 12(b) of the Act:

                                                Name of each exchange
   Title Of each class                        On which registered none
   -------------------                        ------------------------
          NONE                                          NONE

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           Securities registered pursuant to Section 12(g) of the Act:

                      COMMON STOCK, PAR VALUE $1 PER SHARE
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                                (Title of Class)

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 common stock, par value $1 per share, held by
non-affiliates as of March 3, 1998 was $910,000. As of March 3, 1998 there were
4,161,376 shares of Bird Corporation common stock, par value $1 per share,
outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      NONE

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     The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Annual Report on Form 10-K for the
fiscal year ended December 31, 1997 as set forth in the pages attached
hereto:

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

           (c)   Exhibit Index.

                 Exhibit 28     Annual Report on Form 11-K of the Bird
                                Employees' Savings and Profit Sharing Plan for
                                the fiscal year ended December 31, 1997.






                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.


                                          BIRD CORPORATION (REGISTRANT)




June 30, 1998                             /s/ Frank S. Anthony
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                                              FRANK S. ANTHONY
                                               VICE PRESIDENT