SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-KSB

[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 For the transition period from _______________________
     to __________________

                           Commission File No. 0-3366

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

         NEW MEXICO                                       35-0202050
(State or other jurisdiction of                         (I.R.S. Employer
 incorporation or organization)                      Identification Number)

                        P.O. BOX 27, PERU, INDIANA 46970
               (Address of principal executive offices) (Zip Code)

       Registrant's telephone number, including area code: (317) 473-6651

        Securities registered pursuant to Section 12(b) of the Act: NONE

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

                             BRYAN STEAM CORPORATION
                        CAPITAL STOCK, WITHOUT PAR VALUE

     Check  whether  the issuer (1) filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days. Yes X   No

         Check if there is no disclosure of delinquent  filers  pursuant to Item
405 of  Regulation  S-B  contained  in  this  Form,  and no  disclosure  will 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-KSB
or any amendment to this Form 10-KSB [X].

         The issuer's revenues for its most recent fiscal year.  $26,233,000.

     The aggregate market value of the 91,042 shares of the registrant's  common
stock held by  non-affiliates on September 15, 1997 (based on average of bid and
asked prices, not actual transactions) was $4,665,902.50.

     There were 191,284 shares of the registrant's  Common Stock  outstanding on
September 15, 1997.

                       DOCUMENTS INCORPORATED BY REFERENCE

         The following  documents are incorporated by reference into the Part of
this report indicated:

     1.   Annual   Report  to   Shareholders   for  year  ended  June  30,  1997
          (incorporated into Part II).

     2.   Proxy  Statement  for  Annual  Meeting  to be  held  October  2,  1997
          (incorporated into Part III).




<PAGE>

                                     PART I

Item 1.  Business

         Bryan Steam  Corporation  ("Bryan"  and,  together  with its direct and
indirect  wholly-owned  subsidiaries,  the  "Company")  has  only  one  industry
segment.  All of the revenue,  operating profit or loss, and identifiable assets
of the Company are  attributable  to that  industry  segment.  See the Financial
Statements filed under Item 7 in Part II of this Report.

         Bryan  manufactures and sells oil, gas and electrically  fired boilers,
commercial water heaters and swimming pool heaters.  Bryan also manufactures and
sells  a  limited  number  of  storage  tanks  and  other  equipment  for use in
connection with boilers.  Wendland  Manufacturing  Corp.,  Bryan's  wholly-owned
subsidiary  ("Wendland"),  began  manufacturing  storage tanks effective July 3,
1995 upon the  consummation of an asset purchase  transaction  pursuant to which
Wendland  purchased  substantially  all  of  the  operating  assets  of  a  tank
manufacturer  in San  Angelo,  Texas (the  "Wendland  Transaction").  The assets
purchased by Wendland in the Wendland  Transaction  totalled  approximately $1.1
million,  and the  Wendland  Transaction  was  funded  primarily  through a $1.0
million loan. On December 6, 1995,  Wendland also acquired  substantially all of
the assets of a discontinued heat exchanger business in Monticello,  Indiana for
$215,000.  Wendland  operated these assets and the heat exchanger  business as a
division  until March 15,  1996,  at which time  Wendland  organized  Monticello
Exchanger and  Manufacturing  Co.  ("MEMCO") as a  wholly-owned  subsidiary  and
transferred assets and liabilities  relating to the heat exchanger business with
a net value of approximately  $450,000 in exchange for all of MEMCO's issued and
outstanding  capital stock. MEMCO has operated the heat exchanger business since
March 15, 1996.

         Most boilers manufactured by Bryan are sold directly to contractors for
installation  in  new  apartment,   commercial,   industrial  and  institutional
buildings;  a limited number of boilers are sold for replacement purposes.  Most
tanks manufactured by Wendland are sold directly to contractors for installation
for new commercial and  industrial  applications.  A limited number of tanks are
sold for replacement  purposes.  Most heat exchangers  manufactured by MEMCO are
sold directly to the end-users for installation in new industrial  applications.
A limited number is also sold for replacement purposes.

         Sales of Bryan's boilers are made through  approximately 70 independent
manufacturers'  representatives located throughout the United States and Canada.
Bryan sold boilers to approximately  500 different  purchasers during its fiscal
year ended June 30, 1997. No single  customer  accounts for any material part of
Bryan's  sales.  Sales of  Wendland's  tanks are made through  approximately  45
independent manufacturer's representatives located throughout the United States.
Wendland sold tanks to approximately 400 different  purchasers during its fiscal
year ended June 30, 1997. No single  customer  accounts for any material part of
Wendland's  sales.   Sales  of  MEMCO's  heat  exchangers  are  made  through  6
independent  representatives.  MEMCO sold  products  to 8  customers  during its
fiscal year ended June 30, 1997.

         The dollar amount of Bryan's  backlog of orders  believed to be firm as
of the  close  of its  fiscal  year  ended  June  30,  1997,  was  approximately
$5,484,214. Bryan's backlog at the close of its preceding fiscal year ended June
30, 1996, was approximately $6,507,000. Wendland's backlog of orders believed to
be  firm  as of  the  close  of  its  fiscal  year  ended  June  30,  1997,  was
approximately $251,810.  MEMCO's backlog of orders believed to be firm as of the
close of its fiscal year ended June 30, 1997, was approximately $206,968.

         Bryan's  Canadian sales amounted to  approximately  $555,239 during its
fiscal year ended June 30, 1997. Canadian sales were approximately  $472,300 and
$676,496  for its fiscal years ended June 30, 1996 and 1995,  respectively.  Its
other  foreign  sales were not  material.  Foreign  sales by Wendland  and MEMCO
during the year ended June 30, 1997 were not material.

         The Company operates in a highly competitive industry.  Bryan is one of
the smaller boiler  manufacturers,  but holds a relatively  significant share of
its  market.  Wendland  holds a  relatively  insignificant  share of its market.
Because MEMCO  represents the start-up of a previously  discontinued  business,
MEMCO had not developed a core customer base as of June 30, 1997 and remains one
of the smallest manufacturers of heat exchangers in the industry.

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<PAGE>




         Bryan's boilers are  manufactured  from steel and copper tubing,  steel
plate,  sheet metal,  finished  components  (including  burners,  controls,  and
gauges) and insulation and refractory materials,  substantially all of which are
available from several sources.  Wendland's  tanks are manufactured  from carbon
steel and stainless steel, steel plate and insulation.  Substantially all of the
materials used to manufacture  tanks is available from several sources.  MEMCO's
heat  exchangers are  manufactured  from steel plate,  pipe and various types of
metal tubing, substantially all of which is available from several sources.

         The Company's expenditures for research and development of new products
and  improvement  of existing  products  during its fiscal  years ended June 30,
1997, and June 30, 1996, were approximately $141,923 and $92,063,  respectively,
all of which were  incurred  by Bryan.  Bryan  employs 4 persons on a  full-time
basis for such  activities.  Neither  Wendland  nor MEMCO  employ any  full-time
employees solely for research and development purposes.

         The  Company  has  no  patents,  trademarks,  licenses,  franchises  or
concessions that are material to its business.

         Bryan  employs  approximately  210 persons  full time.  Its  production
employees  are  represented  by Local 357 of the  International  Brotherhood  of
Boilermakers.  Wendland  employs  approximately 32 employees full time, and none
are represented by a union. MEMCO employs  approximately 18 employees full time,
and none are represented by a union.

         The Company,  to obtain sales in its industry,  ordinarily  must have a
competitive  price.  The  Company  believes  competition  in  the  industry  has
intensified  in recent  years.  In addition,  reputation  for  quality,  service
capabilities  and  local  sales  representation  are all  important  factors  in
securing sales.

Item 2.  Properties

         Bryan  operates a  manufacturing  plant located in Peru,  Indiana.  The
plant and the  27-acre  site upon  which it is located  are owned by Bryan.  The
plant  consists  of several  adjacent  structures  of brick,  masonry  and steel
construction varying in age, all of which are in satisfactory condition. Bryan's
plant contains an aggregate of  approximately  153,000 square feet on one level.
Bryan's executive and  administrative  offices are located in a separate masonry
building located on the same 27-acre site.

         Wendland operates its tank manufacturing plant on a 4.225 acre tract of
land in San Angelo,  Texas.  The Wendland  plant contains  approximately  55,000
square  feet on one level.  Wendland  is also  currently  leasing  certain  real
property located adjacent to the Wendland plant.

         MEMCO operates its manufacturing plant on a 3.884 acre tract of land in
Monticello,  Indiana. MEMCO's plant contains approximately 17,400 square feet on
one level.


<PAGE>

Item 3.  Legal Proceedings

         The Company is a party to ordinary routine litigation incidental to its
business. It is not a party to any material pending legal proceedings.

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

         There were no items submitted to a vote of security  holders during the
fourth quarter of the Company's fiscal year ended June 30, 1997.



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<PAGE>



                                     PART II

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

         Information  respecting  the market for the Company's  shares of Common
Stock and related  matters  appears on page 7 of the Company's  Annual Report to
Shareholders  for the year ended June 30, 1997,  and is  incorporated  herein by
this reference.

Item 6.  Management's Discussion and Analysis or Plan of Operation.

         The  Management's  Discussion  and Analysis of Financial  Condition and
Results of Operations  which  appears on pages 4 and 5 of the  Company's  Annual
Report to Shareholders  for the year ended June 30, 1997 is incorporated  herein
by this reference.

Item 7.  Financial Statements.

         The  Company's  audited  financial  statements  and notes thereto which
appear on pages 9 through 19 of the Company's  Annual Report to Shareholders for
the year ended June 30, 1997 is incorporated herein by this reference.

Item 8.  Changes In and Disagreements With Accountants on Accounting and 
         Financial Disclosure.

         Not applicable.



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<PAGE>



                                    PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons, Compliance
        with Section 16(a) of the Exchange Act.

         The  information  about the Company's  Directors who are also Executive
Officers  required by Items 401 and 405 of Regulation  S-B, which appears in the
Company's  Proxy  Statement  delivered in connection  with its Annual Meeting of
Shareholders  to be  held  October  2,  1997,  is  incorporated  herein  by this
reference.   Additional  information  respecting  certain  of  the  Registrant's
Executive Officers who are not also Directors is set forth below.

Name, Principal Occu-            Shares          Percentage of
pation, and Prior             Beneficially     Outstanding Shares
Business Experience              Owned         Beneficially Owned       Age
-------------------------     ------------     -------------------      ----
Kurt Krauskopf,                  25 (1)        Less than 1 percent       43
 Secretary of the Company
 since January, 1991;
 Treasurer of the Company
 between October, 1988
 and December, 1992.

Paul D. Donaldson,                 0                    0                34
 Treasurer of the Company
 since December, 1992;
 prior thereto Credit
 Manager of the Company
 since March 1, 1989;
 Loan Officer, Grissom
 Federal Credit Union,
 Grissom Air Force Base,
 since prior to October,
 1988.
 -------------

(1)  Held by Mr. Krauskopf's spouse.

Item 10.        Executive Compensation.

         The  information  about  the  Company's   executive   compensation  and
transactions  which appears on page 4 of the Company's Proxy Statement delivered
in connection with its Annual Meeting of Shareholders to be held October 2, 1997
is incorporated herein by this reference.

Item 11.        Security Ownership of Certain Beneficial Owners and  Management.

         Information  concerning  the number and  percentage of shares of Common
Stock owned beneficially on August 29, 1997 by 5% beneficial shareholders, owned
individually  by each  director,  and owned  collectively  by all  directors and
officers of the Company,  which  information  appears on page 2 of the Company's
Proxy Statement  delivered in connection with its Annual Meeting of Shareholders
to be held on October 2, 1997, is  incorporated  herein by this  reference.  The
Company knows of no arrangements  which may result in a change in control of the
Company.

Item 12.        Certain Relationships and Related Transactions.

         The Company paid approximately  $613,253 in fiscal year 1997 to cover
premiums  for  various  property  and  casualty  insurance  policies on which an
insurance  agency  owned  by G.  N.  Summers,  a  Director  of  Bryan,  received
commission.  There are no other reportable relationships or related transactions
between  the  Company  and its  Directors,  Executive  Officers,  5%  beneficial
shareholders, or immediate family members of the foregoing persons.

                                        4

<PAGE>




                                     PART IV

Item 13.        Exhibits and Reports on  Form 8-K.

        (a)     The following exhibits are filed as a part of this report:

                3(a).    The Registrant's  Articles of Incorporation  were filed
                         as Exhibit 3 to the Registrant's  Annual Report on Form
                         10-K  for the  year  ended  June  30,  1981,  which  is
                         incorporated herein by this reference.

                3(b).    The  Registrant's  Code of By-Laws was filed as Exhibit
                         19(i) to the  Company's  Quarterly  Report on Form 10-Q
                         for the quarter ended December 31, 1986, which was sent
                         to the  Commission  on February  4, 1987,  and which is
                         incorporated herein by this reference.

                13.      The  Company's  Annual  Report to Shareholders  for the
                         year ended June 30, 1997.
 
                21.      The  Registrant  has  one   wholly-owned   subsidiary
                         incorporated  under the laws of the State of Indiana,
                         Wendland Manufacturing Corp.  ("Wendland").  Wendland
                         has one wholly-owned  subsidiary  incorporated  under
                         the  laws  of  the  State  of   Indiana,   Monticello
                         Exchanger and Manufacturing Co.

                27.      Financial Data Schedule.

        (b)     No reports on  Form 8-K  were filed during the fourth quarter of
                fiscal 1997.



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<PAGE>


                                   SIGNATURES


         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, in the capacities and on the dates indicated.

Signature                                Title                   Date

(1) Principal Executive Officer                            ) 
                                                           )
/s/ Albert J. Bishop                     Chief Executive   )
-------------------------------------    Officer           )
Albert J. Bishop                                           )
                                                           )
                                                           )
(2)  Principal Financial Officer                           )
                                                           )
/s/ Kurt J. Krauskopf                    Controller        )
-------------------------------------                      )
Kurt J. Krauskopf                                          )
                                                           )
                                                           )
(3)  A majority of the                                     )
     Board of Directors                                    ) September 19, 1997
                                                           )
/s/ Harold V. Koch                       Director          )
-------------------------------------                      )
Harold V. Koch                                             )
                                                           )
/s/ Albert J. Bishop                     Director          )
-------------------------------------                      )
Albert J. Bishop                                           )
                                                           )
                                         Director          )
-------------------------------------                      )
Bryan D. Herd                                              )
                                                           )
/s/ H. Jesse McVay                       Director          )
-------------------------------------                      )
H. Jesse McVay                                             )
                                                           )
/s/ G.N. Summers                         Director          )
-------------------------------------                      )
G.N. Summers                                               )
                                                           )
                                         Director          )
-------------------------------------                      )
Jack B. Jackson                                            )
                                                           )
                                         Director          )
-------------------------------------                      )
James R. Lockhart, Jr.                                     )



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