SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                                    FORM 10-Q


[X]  Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934

     For the quarterly period ended February 28, 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 1-5034


                               CORE INDUSTRIES INC
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


             Nevada                                      38-1052434
--------------------------------           ------------------------------------
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
 incorporation or  organization)

P. O. Box 2000, Bloomfield Hills, Michigan                  48304
------------------------------------------                ---------
 (Address of principal executive offices)                 (Zip Code)

Registrant's telephone number, including area code:     (810) 642-3400
                                                        --------------

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 [ ]

Common Stock outstanding at March 31, 1997 - 10,722,931 shares.

                                       -1-
<PAGE>
<TABLE>
                      CORE INDUSTRIES INC AND SUBSIDIARIES
                       CONSOLIDATED STATEMENTS OF EARNINGS
                                   (UNAUDITED)
                        (In 000s, except per share data)
<CAPTION>
                                                       Second Quarter Ended          Six Months Ended
                                                     -----------------------     -----------------------
                                                      02/28/97      03/01/96      02/28/97      03/01/96
                                                     ---------     ---------     ---------     ---------
<S>                                                  <C>           <C>           <C>           <C>
Net sales                                            $  58,231     $  58,322     $ 116,255     $ 104,759

Cost of sales                                        $  38,365     $  39,207     $  76,217     $  70,121
Selling, general and administrative
     expenses                                           14,329        13,653        28,678        24,695
Interest expense                                           745         1,205         1,499         2,010
Other income                                              (528)         (255)         (667)         (369)
                                                     ---------     ---------     ---------     ---------
                                                     $  52,911     $  53,810     $ 105,727     $  96,457
                                                     ---------     ---------     ---------     ---------

Earnings before taxes on income                      $   5,320     $   4,512     $  10,528     $   8,302

Taxes on income                                          1,990         1,650         3,900         3,030
                                                     ---------     ---------     ---------     ---------

Net earnings                                         $   3,330     $   2,862     $   6,628     $   5,272
                                                     =========     =========     =========     =========


Net earnings per share                               $    0.31     $    0.27     $    0.62     $    0.52
                                                     =========     =========     =========     =========

Dividends per share                                  $    0.06     $    0.06     $    0.12     $    0.12
                                                     =========     =========     =========     =========

Average shares of stock outstanding                     10,723        10,576        10,720        10,199
                                                     =========     =========     =========     =========
<FN>
See notes to financial statements
</FN>
</TABLE>
                                       -2-
<PAGE>
<TABLE>
                      CORE INDUSTRIES INC AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                (Dollars in 000s)
                                     ASSETS
<CAPTION>
                                                                02/28/97
                                                               (Unaudited)     08/31/96
                                                               ----------     ---------
<S>                                                            <C>            <C>
CURRENT ASSETS:
     Cash and cash equivalents                                  $     481     $     572
     Accounts receivable, less collection allowances of
         $1,410 at February 28 and $1,260 at August 31             55,050        56,923
     Inventories                                                   58,548        51,935
     Prepaid expenses                                               2,102         1,199
     Deferred taxes on income                                       1,957         2,167
                                                                ---------     ---------
         TOTAL CURRENT ASSETS                                   $ 118,138     $ 112,796
                                                                ---------     ---------
PROPERTY, PLANT AND EQUIPMENT:
     Land and land improvements                                 $   1,351     $     896
     Buildings                                                     18,165        17,552
     Machinery and equipment                                       44,541        43,173
                                                                ---------     ---------
         Total                                                  $  64,057     $  61,621
     Less accumulated depreciation                                 36,155        35,715
                                                                ---------     ---------
         TOTAL PROPERTY, PLANT AND EQUIPMENT                    $  27,902     $  25,906
                                                                ---------     ---------
OTHER ASSETS:
     Excess of cost over net assets of companies acquired       $  21,911     $  22,251
     Investment in real estate partnership                          1,231         1,273
     Notes receivable                                               4,409         4,311
     Restricted cash                                                3,362          --
     Prepaid pensions and other                                     6,865         6,412
                                                                ---------     ---------
         TOTAL OTHER ASSETS                                     $  37,778     $  34,247
                                                                ---------     ---------
                                                                $ 183,818     $ 172,949
                                                                =========     =========
                       LIABILITIES & STOCKHOLDERS' EQUITY
                                                                 02/28/97
                                                                (Unaudited)     08/31/96
                                                                ----------     ---------
CURRENT LIABILITIES:
     Notes payable                                               $   9,500     $   5,100
     Accounts payable                                               10,849        13,016
     Accrued payroll and other expenses                             14,846        15,721
     Dividends payable                                                 643           643
     Taxes on income                                                 1,185         1,090
     Long-term debt due within one year                              4,610         4,610
                                                                 ---------     ---------
         TOTAL CURRENT LIABILITIES                               $  41,633     $  40,180
                                                                 ---------     ---------
LONG-TERM DEBT, less amount due within one year                     28,410        24,520
DEFERRED TAXES ON INCOME                                             2,380         2,250
ACCRUED EMPLOYEE BENEFITS                                            3,536         3,355
STOCKHOLDERS' EQUITY:
     Preferred stock, par value $1:
         Authorized - 100,000 shares
         Issued - none
     Common stock, par value $1:
         Authorized - 20,000,000 shares
         Issued - 11,276,000 shares at February 28
              and 11,261,000 at August 31                        $  11,276     $  11,261
     Additional paid-in capital                                      8,701         8,570
     Retained earnings                                              90,264        84,922
     Cumulative translation adjustments                                244           517
     Treasury stock (553,000 shares) - at cost                      (2,626)       (2,626)
                                                                 ---------     ---------
         TOTAL STOCKHOLDERS' EQUITY                              $ 107,859     $ 102,644
                                                                 ---------     ---------
                                                                 $ 183,818     $ 172,949
                                                                 =========     =========
<FN>
See notes to financial statements
</FN>
</TABLE>
                                       -3-
<PAGE>
<TABLE>
                      CORE INDUSTRIES INC AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                   (UNAUDITED)
                                (Dollars in 000s)
<CAPTION>
                                                            Additional                     Cumulative
                                                Common         Paid-In      Retained      Translation      Treasury
                                                 Stock         Capital      Earnings       Adjustment         Stock
                                              --------      ----------     ---------      -----------      --------
<S>                                           <C>           <C>            <C>            <C>              <C>
Balance, August 31, 1996                      $ 11,261      $    8,570     $  84,922      $       517      ($ 2,626)
       Net earnings                                                            6,628
       Cash dividends declared,
              $.12 per share                                                  (1,286)
       Stock issued - compensation
              plans                                 15             131
       Foreign currency adjustments                                                              (273)
                                              --------      ----------     ---------      -----------      --------
Balance, February 28, 1997                    $ 11,276      $    8,701     $  90,264      $       244      ($ 2,626)
                                              ========      ==========     =========      ===========      ========
<FN>
See notes to financial statements
</FN>
</TABLE>
                                       -4-
<PAGE>
<TABLE>
                      CORE INDUSTRIES INC AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                                (Dollars in 000s)
<CAPTION>
                                                                              Six Months Ended
                                                                            ---------------------
                                                                            02/28/97     03/01/96
                                                                            --------     --------
<S>                                                                         <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net earnings                                                            $ 6,628     $  5,272
     Adjustments to reconcile net earnings to
         net cash provided by operating activities:
              Depreciation and amortization                                    3,302        2,739
              Deferred taxes on income                                           340        1,420
              Discontinued operations                                           --         (1,233)
              Net changes in:
                  Accounts receivable                                          1,873       (6,289)
                  Inventories                                                 (6,613)      (4,275)
                  Prepaid expenses                                              (903)      (1,785)
                  Taxes on income                                                 94         (501)
                  Accounts payable                                            (2,167)       3,215
                  Accrued payroll and other expenses                            (875)        (143)
                  Other non-current assets and liabilities                      (611)         (74)
                                                                             -------     --------
              NET CASH PROVIDED BY (USED FOR) OPERATING ACTIVITIES           $ 1,068     ($ 1,654)

CASH FLOWS FROM INVESTING ACTIVITIES:
     Capital expenditures                                                    ($4,928)    ($ 1,595)
     Acquisition of businesses                                                  --         (8,642)
     Other                                                                       127           52
                                                                             -------     --------
              NET CASH USED IN INVESTING ACTIVITIES                          ($4,801)    ($10,185)

CASH FLOWS FROM FINANCING ACTIVITIES:
     Net borrowings on short-term notes                                      $ 4,400     $ 12,913
     Industrial Development Bond financing                                     4,000         --
     Restricted cash re: bond financing                                       (3,362)        --
     Reductions in long-term debt                                               (110)         (66)
     Cash dividends paid                                                      (1,286)      (1,232)
                                                                             -------     --------
              NET CASH FROM FINANCING ACTIVITIES                             $ 3,642     $ 11,615
                                                                             -------     --------

              NET DECREASE IN CASH AND CASH EQUIVALENTS                          (91)        (224)

              CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                     572        1,135
                                                                             -------     --------

              CASH AND CASH EQUIVALENTS, END OF PERIOD                       $   481     $    911
                                                                             =======     ========

SUPPLEMENTAL CASH FLOW DISCLOSURES:
     Interest paid                                                           $ 1,447     $  2,129
                                                                             =======     ========
     Income taxes paid                                                       $ 3,731     $  2,280
                                                                             =======     ========
<FN>
See notes to financial statements
</FN>
</TABLE>
                                       -5-
<PAGE>

                      CORE INDUSTRIES INC AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)
                    (Dollars in 000s unless otherwise stated)

NOTE A

     The accompanying  consolidated financial statements reflect all adjustments
which are, in the opinion of  management,  necessary to a fair  statement of the
information  presented  therein,  and such adjustments are of a normal recurring
nature.

NOTE B

     Reference is made to the Company's  Annual Report on Form 10-K for the year
ended  August 31,  1996,  for a  description  of  accounting  policies and other
detailed footnote information.

NOTE C - Inventories
<TABLE>
<CAPTION>
                                                      02/28/97          08/31/96
                                                     ---------         ---------
     <S>                                             <C>               <C>
     Raw materials and supplies                      $  29,654         $  24,399
     Work in process                                     8,013             7,864
     Finished goods                                     20,881            19,672
                                                     ---------         ---------
                                                     $  58,548         $  51,935
                                                     =========         =========
</TABLE>

NOTE D - Segment Information
<TABLE>
<CAPTION>
                                                         Second Quarter Ended
                                                     ---------------------------
                                                      02/28/97          03/01/96
                                                     ---------         ---------
<S>                                                  <C>               <C>
Net Sales
     Fluid Controls and Construction Products        $  27,770         $  30,720
     Test, Measurement and Control                      16,996            16,267
     Farm Equipment                                     13,465            11,335
                                                     ---------         ---------
         Total                                       $  58,231         $  58,322
                                                     =========         =========

Earnings Before Income Taxes
     Fluid Controls and Construction Products        $   3,416         $   3,805
     Test, Measurement and Control                       1,850             1,671
     Farm Equipment                                      1,769             1,314
     Corporate unallocated                                (970)           (1,073)
     Interest expense                                     (745)           (1,205)
                                                     ---------         ---------
         Total                                       $   5,320         $   4,512
                                                     =========         =========

                                                           Six Months Ended
                                                     ---------------------------
                                                      02/28/97          03/01/96
                                                     ---------         ---------
Net Sales
     Fluid Controls and Construction Products        $  55,076         $  51,546
     Test, Measurement and Control                      33,423            32,491
     Farm Equipment                                     27,756            20,722
                                                     ---------         ---------
         Total                                        $116,255          $104,759
                                                     =========         =========

Earnings Before Income Taxes
     Fluid Controls and Construction Products        $   6,828         $   6,811
     Test, Measurement and Control                       3,471             3,289
     Farm Equipment                                      3,835             2,249
     Corporate unallocated                              (2,107)           (2,037)
     Interest expense                                   (1,499)           (2,010)
                                                     ---------         ---------
         Total                                       $  10,528         $   8,302
                                                     =========         =========
</TABLE>
                                       -6-
<PAGE>

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


RESULTS OF OPERATIONS

     For the first half of fiscal 1997,  sales of $116,255,000  were up 11% over
$104,759,000  in the first  half of  fiscal  1996.  The  record  first  half net
earnings  of  $6,628,000  or $.62 per share  were up 26% over the first  half of
fiscal 1996 net  earnings of  $5,272,000  or $.52 per share.  There were 5% more
shares  outstanding  during  this  year's  first  half  compared  to last  year,
primarily related to acquisitions.

     For the second  quarter of fiscal 1997,  sales were  $58,231,000,  compared
with  $58,322,000  for the same  quarter of last year.  The net earnings for the
quarter rose 16% to a record  $3,330,000  ($.31 per share) from $2,862,000 ($.27
per share) for the second quarter of fiscal 1996.

     For the first six months of fiscal 1997,  the Company's  Fluid Controls and
Construction Products Segment provided 47% of total sales; the Test, Measurement
and Control Segment,  29% of total sales; and the Farm Equipment Segment, 24% of
sales. The Farm Equipment Segment followed up a very strong first quarter with a
strong  second  quarter as sales and earnings  before income taxes for the first
six  months  were  ahead  of last  year by 34% and 71%,  respectively.  The Farm
Equipment  Segment's  improvement was helped by both the strong grain market and
favorable acceptance of new products,  although sales in the second quarter were
hurt by  blizzard  conditions  in much of the  Upper  Plains  states.  The Test,
Measurement  and Control Segment also had improved second quarter and first half
results with sales and earnings  before taxes for the first six months up 3% and
6%, respectively, over last year's first half. Results, however, were negatively
affected by relocating  portions of the GSE, Inc.  operations to improve ongoing
efficiencies.  Net sales and earnings before income taxes for the second quarter
in the Fluid  Controls and  Construction  Products  Segment both  decreased  10%
compared  with  last  year's  second  quarter,  after  first  quarter  favorable
comparisons  with last year.  "Project  revenue" (at OGASCO,  CMB Industries and
Robert  Carter  Company)  could not match  last  year's  strong  second  quarter
performance.

     Overall  gross margins on net sales for the half of fiscal 1997 improved to
34.4% from 33.1% as a result of favorable product mix changes.  Selling, general
and  administrative (SG & A) expenses increased to 24.7% of sales in this year's
first half from 23.6% last year,  primarily due to higher sales  expenses at CMB
Industries.  CMB  (acquired  at the  beginning  of the second  quarter of fiscal
1996), traditionally has had higher selling expenses than Core due to its higher
distribution costs. The Robert Carter Company's lower second quarter sales, with
relatively fixed SG & A expenses,  also contributed to the higher  percentage of
SG & A expenses to sales.

     Interest  expense declined 25% in this year's first half compared with last
year due to reduced borrowings.  The increase in other income for the first half
compared with last year relates primarily to higher interest income.

                                      -7-
<PAGE>
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                  (continued)


LIQUIDITY AND CAPITAL RESOURCES

     At February 28, 1997, the Company had working  capital of $77 million and a
current ratio of 2.8 to 1, and the Company's  capital  employed  (total debt and
equity) amounted to $150 million. The debt to capital ratio improved to 27% from
38% a year ago.  Over the past 12  months,  strong  cash  flow from  operations,
combined with the initial  proceeds from the sale of discontinued  operations in
March,  1996, allowed the Company to increase capital spending to support future
sales growth and to reduce debt by $15.7 million.

     In January, 1997 the Company replaced a $20 million line of credit facility
with a $50 million  unsecured  revolving  agreement  with a major domestic bank.
Management believes that this new committed  borrowing  facility,  together with
the  Company's  expected  cash flows from  operations,  is  adequate to fund its
strategies  for future  growth,  including  working  capital,  expenditures  for
manufacturing expansion and efficiencies, and new product development.

     In  December,   1996  the  Company  obtained  $4,000,000  in  low  interest
industrial  development  revenue bond  financing.  These funds are being used to
support expansion at the Company's Sunflower  Manufacturing  facility in Beloit,
Kansas.

     At the Company's  current dividend rate of $.06 per share,  annual dividend
payments would  approximate  $2.6 million.  Under the Company's debt  agreements
with insurance  companies,  retained  earnings of approximately  $31 million are
available for dividends, subject to future earnings levels.

                                       -8-
<PAGE>
                           PART II - OTHER INFORMATION


     Items 1, 2 and 3 of Part II are omitted  because they are not applicable or
because they are not required.


ITEM 4.  A SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     The Company held its annual meeting of shareholders on January 14, 1997. In
voting for  directors  to serve for a term of three  years,  Lawrence J. Murphy,
Robert G. Stone,  Jr., and Lloyd E. Reuss were elected with 9,704,758  votes for
and 113,908 votes withheld.  Other directors  continuing in office are Harold M.
Marko, Alan E. Schwartz, Richard P. Kughn, and David R. Zimmer.


ITEM 5.  OTHER INFORMATION

     On March 26, 1997,  the  Company's  Board of Directors  approved  executive
severance  agreements  which  create  certain  liabilities  in the  event of the
termination  of the  covered  executives  following  a change of  control of the
Company. Additionally, should a change in control occur, restrictions on certain
stock options would lapse. In connection with these  agreements,  the executives
agreed to not compete with the Company for two years.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

     (a) Exhibits

         10(k)(1)     Change in Control Agreement with David R. Zimmer

         10(k)(2)     Change in Control Agreement with Lawrence J. Murphy

         10(k)(3)     Change in Control Agreement with James P. Dixon

         10(k)(4)     Change in Control Agreement with Thomas G. Hooper

     (b) There were no reports on Form 8-K filed for the quarter ended  February
28, 1997.

                                       -9-
<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.


                              CORE INDUSTRIES INC
                              --------------------------------------------------
                              (Registrant)


Date:  April 10, 1997         /s/ MARK J. MACGUIDWIN
       --------------         --------------------------------------------------
                              Mark J. MacGuidwin
                              Vice President-Finance and Chief Financial Officer


Date:  April 10, 1997         /s/ THOMAS G. HOOPER
       --------------         --------------------------------------------------
                              Thomas G. Hooper
                              Treasurer and Controller

                                      -10-
<PAGE>

                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT NO.         DESCRIPTION

<S>                 <C>
10(k)(1)            Change in Control Agreement with David R. Zimmer

10(k)(2)            Change in Control Agreement with Lawrence J. Murphy

10(k)(3)            Change in Control Agreement with James P. Dixon

10(k)(4)            Change in Control Agreement with Thomas G. Hooper

27                  Financial Data Schedule
</TABLE>