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


                             	FORM 10-Q


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


                For the quarter ended June 30, 1998
                   Commission file number 1-4416



                      	SPS TECHNOLOGIES, INC.
      	(Exact name of Registrant as specified in its Charter)


              PENNSYLVANIA                     23-1116110
        (State of incorporation)            (I.R.S. Employer
     101 Greenwood Avenue, Suite 470      Identification No.)
        Jenkintown, Pennsylvania                 19046
(Address of principal executive offices)       (Zip Code)

                           (215) 517-2000
      	(Registrant's telephone number, including area code)


     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     

     The number of shares of Registrant's Common Stock outstanding 
on July 31, 1998 was 12,725,757.


<PAGE>1


                 SPS TECHNOLOGIES, INC. AND SUBSIDIARIES
                 ---------------------------------------

                                  INDEX
                                  -----


Part I. Financial Information                                 
-----------------------------

Item 1.  Financial Statements
	
	
        	Statements of Consolidated Operations -
        	Three and Six Months Ended June 30, 1998 and 1997
        	(Unaudited)                                            


        	Consolidated Balance Sheets -
        	June 30, 1998 and December 31, 1997
        	(Unaudited)                                          


        	Condensed Statements of Consolidated Cash Flows -
        	Six Months Ended June 30, 1998 and 1997
        	(Unaudited)                                 


        	Consolidated Statements of Comprehensive Income - 
        	Three and Six Months Ended June 30, 1998 and 1997
        	(Unaudited)                                            


        	Notes to Condensed Consolidated Financial 
        	Statements                                          



Item 2.  Management's Discussion and Analysis of 
         Financial Condition and Results of Operations      



Part II. Other Information  
--------------------------

Item 4.  Submission of Matters to Vote of Security 
         Holders                                               


<PAGE>2


                     SPS TECHNOLOGIES, INC. AND SUBSIDIARIES
                      STATEMENTS OF CONSOLIDATED OPERATIONS
               (Unaudited-Thousands of dollars, except share data)


                                Three Months Ended        Six Months Ended
                                     June 30,                 June 30,       
                              ----------------------   ---------------------
                                 1998         1997        1998        1997   
                              ---------    ---------   ---------   ---------

Net sales                     $ 175,149    $ 153,108   $ 355,014   $ 291,083
  
Cost of goods sold              133,376      119,691     273,054     228,336 
                              ---------    ---------   ---------   ---------
 
Gross profit                     41,773       33,417      81,960      62,747

Selling, general and
 administrative expense          20,904       17,709      41,359      34,261
                              ---------    ---------   ---------   ---------

Operating earnings               20,869       15,708      40,601      28,486 
                              ---------    ---------   ---------   ---------

Other income (expense):
 Interest income                    345           98         552         438
 Interest expense                (2,561)      (2,350)     (5,141)     (4,626)
 Equity in earnings (loss)     
  of affiliates                    (503)          60        (783)        145   
 Minority interest                 (210)         (86)       (422)        (86) 
 Other, net                        (320)        (590)       (447)       (797)
                              ---------    ---------   ---------   ---------
                                 (3,249)      (2,868)     (6,241)     (4,926)
                              ---------    ---------   ---------   ---------

Earnings before income taxes     17,620       12,840      34,360      23,560

Provision for income taxes        5,900        4,450      11,720       8,050 
                              ---------    ---------   ---------   ---------

Net earnings                  $  11,720    $   8,390   $  22,640   $  15,510
                              =========    =========   =========   =========


Earnings per common share:
 
  Basic                       $    0.94    $    0.69   $    1.82   $    1.29
                              =========    =========   =========   =========

  Diluted                     $    0.90    $    0.66   $    1.75   $    1.22
                              =========    =========   =========   =========






See accompanying notes to condensed consolidated financial statements.


<PAGE>3


                     SPS TECHNOLOGIES, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                       	(Unaudited-Thousands of dollars)


                                          June 30,    December 31,
                                            1998          1997    
                                          --------    ------------

Current assets
 Cash and cash equivalents                $ 13,967       $ 18,659
 Accounts and notes receivable,
  less allowance for doubtful
  receivables of $2,810 (1997-$2,027)      104,540         84,419
 Inventories                               109,207        102,466
 Deferred income taxes                      15,983         17,076
 Prepaid expenses and other                  5,129          4,268 
                                          --------       --------
    	Total current assets               248,826        226,888
                                          --------       --------

Investments in affiliates                    5,205          5,988
Property, plant and equipment, net of
 accumulated depreciation of $138,431 
 (1997-$131,627)                           188,809        172,599
Other assets                                80,154         66,573
                                          --------       --------

     Total assets                         $522,994       $472,048  
                                          ========       ========






See accompanying notes to condensed consolidated financial statements.


<PAGE>4


                     SPS TECHNOLOGIES, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
              	(Unaudited-Thousands of dollars, except share data)


                                          June 30,     December 31,
                                            1998           1997     
                                          --------     ------------

Liabilities and shareholders' equity

Current liabilities
 Notes payable and current portion of
   long-term debt                      	  $ 19,043       $ 15,211
 Accounts payable                           47,902         45,006
 Accrued expenses                           57,969         54,723
 Income taxes payable                        4,603          5,563
                                          --------       --------
   Total current liabilities               129,517        120,503
                                          --------       --------

Deferred income taxes                       16,882         14,799
Long-term debt                             112,034         95,507
Retirement obligations                      24,720         24,623

Minority interest                            1,957          1,826


Shareholders' equity
 Preferred stock, par value $1 per share,
  authorized 400,000 shares, issued none
 Common stock, par value $0.50 per share,
  authorized 60,000,000 shares,
  issued 13,753,190 shares (13,576,846                 
  shares in 1997)                            6,877          6,788
 Additional paid-in capital                 97,465         92,597
 Retained earnings                         156,031        133,391
 Accumulated other comprehensive income
  Minimum pension liability                 (2,292)        (2,292)
  Cumulative translation adjustments        (9,286)        (6,838)
 Common stock in treasury, at cost,
  1,246,080 shares (1,204,766 shares 
  in 1997)                                 (10,911)        (8,856)
                                          --------       --------
   Total shareholders' equity              237,884        214,790
                                          --------       --------

      Total liabilities and              
       shareholders' equity               $522,994       $472,048
                                          ========       ========






See accompanying notes to condensed consolidated financial statements.


<PAGE>5


                     SPS TECHNOLOGIES, INC. AND SUBSIDIARIES
                 CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS
                       	(Unaudited-Thousands of dollars)

                                                  Six Months Ended
                                                       June 30,      
                                              ----------------------
                                                 1998          1997
                                              --------     ---------  

Net cash provided by operating 
activities (including depreciation
and amortization of $14,328 in
1998 and $11,841 in 1997)                     $ 30,290      $ 24,477    
                                              --------      --------

Cash flows provided by (used in) 
investing activities
  Additions to property, plant and equipment   (13,960)      (19,480)
  Proceeds from sale of property, plant
    and equipment                                  122         1,360
  Acquisitions of businesses, net of cash
    acquired                                   (22,536)      (28,349) 
                                              --------      -------- 

Net cash used in investing activities          (36,374)      (46,469) 
                                              --------      --------

Cash flows provided by (used in) financing
activities
  Proceeds from borrowings                      27,531        10,663 
  Reduction of borrowings                      (26,461)      (10,615)
  Purchases of treasury stock                     (812)         (333)
  Proceeds from exercise of stock options        1,389         1,365 
                                              --------      --------

Net cash provided by financing activities        1,647         1,080 
                                              --------      --------

Effect of exchange rate changes on cash           (255)         (201) 
                                              --------      --------

Net decrease in cash and cash equivalents       (4,692)      (21,113) 

Cash and cash equivalents at
  beginning of period                           18,659        33,310 
                                              --------      --------

Cash and cash equivalents at 
  end of period                               $ 13,967      $ 12,197 
                                              ========      ========

Significant noncash investing 
 and financing activities
  Debt assumed with businesses acquired       $ 19,686      $  1,578
  Acquisition of treasury shares for
    stock options exercised                   $  1,243      $    139






See accompanying notes to condensed consolidated financial statements.


<PAGE>6


                     SPS TECHNOLOGIES, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                        (Unaudited - Thousands of dollars)




                              Three Months Ended        Six Months Ended
                                    June 30,                 June 30,
                              -------------------      -------------------    
                                1998       1997          1998        1997
                              -------     -------      -------     ------- 


Net earnings                  $11,720     $ 8,390      $22,640     $15,510

Other comprehensive 
 income(expense):
   Foreign currency 
    translation adjustments      (765)      1,292       (2,448)     (2,494)  
                               -------     -------      -------     -------   

Total comprehensive income     $10,955     $ 9,682      $20,192     $13,016   
                               =======     =======      =======     =======    






See accompanying notes to condensed consolidated financial statements.


<PAGE>7


                     SPS TECHNOLOGIES, INC. AND SUBSIDIARIES
               NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                (Unaudited-Thousands of dollars, except share data)

1. Financial Statements

       In the opinion of the Company's management, the 
   accompanying unaudited, condensed consolidated financial 
   statements contain all adjustments necessary to present fairly 
   the financial position as of June 30, 1998, the results of 
   operations for the three and six month periods ended June 30, 
   1998 and 1997, and cash flows for the six month periods ended 
   June 30, 1998 and 1997.  The December 31, 1997 balance sheet 
   data was derived from audited financial statements, but does 
   not include all disclosures required by generally accepted 
   accounting principles.  The accompanying financial statements 
   contain only normal recurring adjustments.  All financial 
   information has been prepared in conformity with the 
   accounting principles reflected in the financial statements 
   included in the 1997 Annual Report filed on Form 10-K applied 
   on a consistent basis.

2. Business Acquisitions

       All acquisitions have been accounted for under the 
   purchase method.  The results of operations of the acquired 
   businesses are included in the consolidated financial 
   statements from the dates of acquisition.

       On March 23, 1998, the Company acquired all of the 
   outstanding shares of Greenville Metals, Inc. (Greenville), a 
   manufacturer of specialty metals and alloys, located in 
   Transfer, Pennsylvania, for $15,500.  The excess of the 
   purchase price over the fair values of the net assets acquired 
   was approximately $7,700 and has been recorded as goodwill, 
   which is being amortized on a straight-line basis over 40 
   years.

       On June 30, 1998, the Company acquired all of the 
   outstanding shares of Terry Machine Company (Terry), a 
   manufacturer of specialty cold headed fasteners for the 
   automotive industry, located in Waterford, Michigan, for 
   $22,300.  The excess of the purchase price over the fair 
   values of the net assets acquired was approximately $7,800 and 
   has been recorded as goodwill, which is being amortized on a 
   straight-line basis over 40 years.

       On June 30, 1998, the Company also acquired the operating 
   assets of Howell Penncraft (Penncraft), a manufacturer of 
   high-speed tool steel and carbide products used in metal 
   forming, located in Howell, Michigan, for $3,500.  The 
   purchase price approximated the fair value of the net assets 
   acquired.


<PAGE>8


       In January 1997, the Company acquired all of the 
   outstanding shares of Postkey, Ltd. (Postkey), a manufacturer of 
   cylindrical thread roll dies, located in Nuneaton, England for 
   $1,200.  The excess of purchase price over the fair values of 
   the net assets acquired was approximately $860 and has been 
   recorded as goodwill, which is being amortized on a straight-
   line basis over 20 years.

       On February 24, 1997, the Company acquired all of the 
   outstanding shares of Greer Stop Nut, Inc. (Greer), a 
   manufacturer of nylon insert nuts, located in Nashville, 
   Tennessee for $10,000.  The excess of the purchase price over 
   the fair values of the net assets acquired was approximately 
   $5,000 and has been recorded as goodwill, which is being 
   amortized on a straight-line basis over 40 years.

       On March 7, 1997, the Company acquired the assets of RJF 
   International Corporation's (RJF) Bonded Magnet Business, a 
   manufacturer of flexible ferrite bonded magnets,  located in 
   Cincinnati and Marietta, Ohio for $9,200.  The excess of the 
   purchase price over the fair values of the net assets acquired 
   was approximately $5,200 and  has been recorded as goodwill, 
   which is being amortized on a straight-line basis over 30 years.

       On May 5, 1997, the Company acquired all of the outstanding 
   shares of Lake Erie Design Co., Inc. (LED), a manufacturer of 
   high precision ceramic cores for the investment casting 
   industry, located in Wickliffe, Ohio for $8,100.  The excess of 
   the purchase price over the fair values of the net assets 
   acquired was approximately $6,500 and has been recorded as 
   goodwill, which is being amortized on a straight-line basis over 
   30 years.

       On September 23, 1997, the Company acquired all of the 
   outstanding shares of Mohawk Europa Limited (Mohawk), a 
   specialty cutting tool manufacturer, located in Shannon, Ireland 
   for $9,100.  The purchase price approximated the fair value of 
   the net assets acquired.

       On December 2, 1997, the Company acquired all of the 
   outstanding shares of Magnetic Technologies Corporation (MTC), a 
   designer and manufacturer of magnetic, electronic, and 
   mechanical subassemblies of copiers and printers for the 
   electronic office equipment industry, located in Rochester, New 
   York and Rochester, England for $14,400.  Approximately $9,600 
   was paid in cash and the remainder in common stock of the 
   Company.  The excess of the purchase price over the fair values 
   of the net assets acquired was approximately $8,700 and has been 
   recorded as goodwill, which is being amortized on a straight-
   line basis over 40 years.


<PAGE>9


       The following unaudited pro forma consolidated results of 
   operations are presented as if the Greenville, Terry, 
   Penncraft, Greer, RJF, LED, Mohawk and MTC acquisitions had 
   been made at the beginning of the periods presented.  The 
   effects of the Postkey acquisition is not material and, 
   accordingly, has been excluded from the pro forma 
   presentation.

                                           Six Months Ended
                                               June 30,     
                                         --------------------
                                           1998        1997
                                         --------    --------

   Net sales                             $383,507    $351,139  
   Net earnings                            22,589      16,712  
   Basic earnings     
     per common share                        1.82        1.37               
   Diluted earnings                         
     per common share                        1.75        1.32


       The pro forma consolidated results of operations include 
   adjustments to give effect to amortization of goodwill, 
   interest expense on acquisition debt and certain other 
   adjustments, together with related income tax effects.  The 
   unaudited pro forma information is not necessarily indicative 
   of the results of operations that would have occurred had the 
   purchase been made at the beginning of the periods presented 
   or the future results of the combined operations.

3. Inventories

                              June 30,        December 31,
                                1998              1997    
                              --------        ------------  

   Finished goods             $ 39,659          $ 38,222
   Work-in-process              39,096            36,871
   Raw materials 
     and supplies               24,208            20,843
   Tools                         6,244             6,530 
                              --------          --------

                              $109,207          $102,466
                              ========          ========

       The June 30, 1998 inventory balances include $7,100 
   of inventory from businesses acquired in 1998.

4. Environmental Contingency

       The Company has been identified as a potentially 
   responsible party by various federal and state authorities for 
   clean up or removal of waste from various disposal sites.  At 
   June 30, 1998, the accrued liability for environmental 
   remediation represents management's best estimate of the 
   undiscounted costs related to environmental remediation which 
   are considered probable and can be reasonably estimated.  
   Management believes the overall costs of environmental 
   remediation will be incurred over an extended period of time. 
   The Company has not included any insurance recovery in the 


<PAGE>10


   accrued environmental liability.  The measurement of the 
   liability is evaluated quarterly based on currently available 
   information.  As the scope of the Company's environmental 
   liability becomes more clearly defined, it is possible that 
   additional reserves may be necessary.  Accordingly, it is 
   possible that the Company's results of operations in future 
   quarterly or annual periods could be materially affected.  
   Management does not anticipate that its consolidated financial 
   condition will be materially affected by environmental 
   remediation costs in excess of amounts accrued.

5. Common Stock Split

       On July 29, 1997, the Company's Board of Directors approved 
   a two-for-one split of its common stock, effective August 20, 
   1997, distributed to shareholders on August 29, 1997.  In 
   conjunction with the stock split, the Board of Directors also 
   approved a reduction in the par value of the common shares from 
   $1.00 to $0.50, and increased the number of authorized common 
   shares from 30,000,000 to 60,000,000.  All share and per share 
   data for prior periods presented have been restated to reflect 
   the stock split.

6. Per Share Data

       Earnings per share amounts have been restated in 
   accordance with Statement of Financial Accounting Standards 
   No. 128, "Earnings Per Share."  This restatement resulted in 
   no material change from amounts previously reported.  Earnings 
   per share are computed as follows:   

                           Three Months Ended           Six Months Ended
                                 June 30,                   June 30,       
                       -------------------------   -------------------------
                           1998          1997          1998          1997
                       -----------   -----------   -----------   ----------- 

Net earnings           $    11,720   $     8,390   $    22,640   $    15,510
                       ===========   ===========   ===========   ===========

Average shares of 
  common stock 
  outstanding used
  to compute basic 
  earnings per 
  common share          12,454,097    12,079,232    12,415,615    12,057,184

Additional common 
  shares to be 
  issued assuming
  exercise of stock
  options, net of 
  shares assumed 
  reacquired               527,941       642,554       505,587       642,564
                       -----------   -----------   -----------   -----------

Shares used to 
  compute dilutive
  effect of stock
  options               12,982,038    12,721,786    12,921,202    12,699,748
                       ===========   ===========   ===========   =========== 


<PAGE>11


Basic earnings per 
  common share               $0.94         $0.69         $1.82        $1.29
                             =====         =====         =====        ===== 

Diluted earnings per
   common share              $0.90         $0.66         $1.75        $1.22
                             =====         =====         =====        =====


7. Recently Issued Accounting Standards

       During the first quarter of 1998, the Company adopted 
   Statement of Financial Accounting Standards (SFAS) No. 130 
   "Reporting Comprehensive Income."  This Statement establishes 
   standards for reporting and disclosing comprehensive income 
   and its components.  Comprehensive income includes all changes 
   in equity except those resulting from investments by owners 
   and distribution to owners.

       In 1997, the Financial Accounting Standards Board issued 
   Statement of Financial Accounting Standards (SFAS) No. 131, 
   "Disclosures about Segments of an Enterprise and Related 
   Information."  This Statement establishes standards for 
   reporting segment results based on the way management 
   organizes segments within the enterprise for making operating 
   decisions and assessing performance.  This Statement is 
   effective for financial statements for periods beginning after 
   December 15, 1997.  This Statement need not be applied to 
   interim financial statements in the initial year of its 
   application.  The Company will adopt SFAS No. 131 in the 
   fourth quarter of 1998.  Under the management approach 
   described in SFAS No. 131, the Company expects to replace its 
   fasteners and materials segments with fasteners, precision 
   tools, specialty materials and magnetic materials operating 
   segments.

       In February 1998, the Financial Accounting Standards 
   Board issued Statement of Financial Accounting Standards 
   (SFAS) No. 132, "Employers' Disclosures about Pensions and 
   Other Postretirement Benefits."  This Statement revises the 
   required disclosures for employee benefit plans, but it does 
   not change the measurement or recognition of such plans.  This 
   Statement is effective for financial statements for periods 
   beginning after December 15, 1997.  This Statement need not be 
   applied to interim financial statements in the initial year of 
   its application.  The Company will adopt SFAS No. 132 in the 
   fourth quarter of 1998, and is still evaluating its impact on 
   the Company's retirement plans and other benefits disclosures.
 
       In June 1998, the Financial Accounting Standards Board 
   issued Statement of Financial Accounting Standards (SFAS) No. 
   133, "Accounting for Derivative Instruments and Hedging 
   Activities."  This Statement requires that all derivative 
   instruments be recorded on the balance sheet at their fair 
   value.  Changes in the fair value of derivatives are recorded 
   each period in current earnings or other comprehensive income, 


<PAGE>12


   depending on whether a derivative is designated as part of a 
   hedge transaction and, if it is, the type of hedge 
   transaction.  This Statement is effective for all interim 
   period financial statements for fiscal years beginning after 
   June 15, 1999.  The Company will adopt SFAS No. 133 in the 
   first quarter of 2000.  The Company anticipates that, due to 
   its limited use of derivative instruments, the adoption of 
   SFAS No. 133 will not have a material effect on the Company's 
   results of operations or its financial position.


<PAGE>13


SPS TECHNOLOGIES, INC. AND SUBSIDIARIES

Item 2. Management's Discussion and Analysis of Financial Condition 
-------------------------------------------------------------------
and Results of Operations
-------------------------

Introduction
------------

       Sales, net earnings and net cash provided by operating 
activities are a major improvement over the corresponding periods 
in the prior year.  With the inclusion of businesses acquired in 
1997 and 1998, all business groups within the fasteners and 
materials segments contributed to the improvement in operating 
results.  In the first six months of 1998, the Company completed 
three acquisitions which expands the product offerings of the 
related business groups.

Sales and Operating Earnings by Segment
---------------------------------------

(Unaudited-Thousands of dollars)

                        Three Months Ended    Six Months Ended 
                              June 30,            June 30,       
                        ------------------   -------------------
                          1998      1997       1998       1997    
                        --------  --------   --------   --------
Net sales:
  Fasteners             $110,362  $102,999   $223,404   $195,981
  Materials               64,787    50,109    131,610     95,102 
                        --------  --------   --------   --------

                        $175,149  $153,108   $355,014   $291,083 
                        ========  ========   ========   ========

Operating earnings:
  Fasteners             $ 14,829  $ 10,912   $ 28,443   $ 20,193 
  Materials                8,775     7,346     17,543     13,153 
  Unallocated 
    corporate costs       (2,735)   (2,550)    (5,385)    (4,860)
                        --------  --------   --------   --------

                        $ 20,869  $ 15,708   $ 40,601   $ 28,486 
                        ========  ========   ========   ========

Net Sales
---------

       Net sales increased $22.0 million, or 14.4 percent, in the 
second quarter of 1998 and $63.9 million, or 22.0 percent, for the 
six month period ended June 30, 1998 compared to the same periods 
in 1997.

       Fastener segment sales increased $7.4 million, or 7.1 percent, 
in the second quarter of 1998 and $27.4 million, or 14.0 percent, 
for the six month period.  The Company's aerospace fastener sales 
were up 15.1 percent to $62.1 million in the second quarter and 
20.3 percent to $124.4 million for the six month period.  The 
Company believes that demand for aerospace fasteners in 1998 should 
remain relatively high given the forecasted build rates for new 
aircraft and the ongoing need for maintenance and repair parts for 
the aging fleet of commercial and military aircraft.  While 
aerospace orders did level off in the first half of 1998, the 


<PAGE>14


Company believes that production volume should remain at a level 
that will continue to generate reasonable profits and significant 
free cash flow.	

       The Company's automotive and industrial fastener sales 
decreased $1.7 million, or 3.9 percent, compared to the second 
quarter of 1998 but increased $3.5 million, or 4.1 percent, for the 
six month period.  Modest growth in sales of fasteners manufactured 
in North America and Europe have been offset by a decrease in sales 
of fasteners manufactured in Brazil and Australia.  The overall 
weakness of the Brazilian economy and increased fastener industry 
capacity has adversely affected the Company's Brazilian operation. 
The Company's Australian operation was adversely affected by weak 
conditions in the automotive industry as a result of the Asian 
economic slowdown.

       The fastener segment includes sales by the Precision Tool 
Group.  This group was formed to build a full service, global tool 
business focusing on precision consumable tools used for metal 
forming and cutting.  Due primarily to the acquisition of Mohawk 
Europa Limited (Mohawk) on September 23, 1997, this group increased 
sales by $3.5 million in the second quarter and $7.0 million for 
the six month period.

       Material segment sales increased $14.7 million, or 29.3 
percent, in the second quarter of 1998 and $36.5 million, or 38.4 
percent, for the six month period.  Material segment acquisitions 
made after the second quarter of 1997, primarily Magnetic 
Technologies Corporation (MTC) and Greenville Metals, Inc., 
accounted for $11.4 million of the increased sales in the second 
quarter and $18.2 million of the increased sales in the six month 
period.  Superalloy sales by the Cannon-Muskegon Corporation 
increased $2.1 million in the second quarter and $7.5 million in 
the six month period.  Superalloy sales benefited from strong 
demand from the aerospace and medical markets.


Operating Earnings
------------------

       Operating earnings of the fasteners segment improved signif-
icantly from $20.2 million, or 10.3 percent of sales, for the six 
months ended June 30, 1997, to $28.4 million, or 12.7 percent of 
sales, for the six months ended June 30, 1998.  The improvement in 
earnings is attributed to increased sales of aerospace fasteners 
and improved operating efficiencies in all fastener businesses as a 
result of the aggressive capital expenditure programs over the past 
three years.  The operating earnings from Mohawk (acquired on 
September 23, 1997) also contributed to this increase.

       In the materials segment, operating earnings increased by $1.4 
million in the second quarter and $4.4 million for the six month 
period.  The improvement in operating earnings is attributed to 
increased volume of superalloy sales and operating earnings from 
the recently acquired material businesses noted above.


<PAGE>15


Other Income and Expense
------------------------

       Due to higher levels of debt, interest expense increased from 
$4.6 million in the first six months of 1997 to $5.1 million in the 
first six months of 1998.  The $783 thousand loss in equity in 
earnings of affiliates is the result of losses incurred by the 
Company's affiliates in China and India.  The loss from the Chinese 
joint venture is primarily due to the significant decrease in sales 
(27 percent or $1.3 million).  The loss from the India affiliate is 
primarily due to the writeoff of certain receivables and higher 
interest expense.  A portion of the profits before tax reported by 
Mecair and National-Arnold Magnetics Company have been offset in 
minority interest because the Company owns less than 100 percent of 
these consolidated subsidiaries.  Minority interest was $422 
thousand in the first half of 1998.

Orders and Backlog
------------------

       Incoming orders for the second quarter of 1998 were $166.9 
million compared to $161.1 million in 1997, a 3.6 percent increase. 
Incoming orders for the six months ended June 30, 1998 were $350.6 
million compared to $324.5 million for the same period in 1997, an 
8.1 percent increase.  Recently acquired businesses (primarily 
Mohawk, MTC and Greenville) increased orders by $18.3 million for 
the quarter and $31.5 million for the six month period.  Partially 
offsetting these increases was a decrease in orders received for 
aerospace fasteners ($13.5 million for the quarter and $15.8 
million for the six month period).  The decrease in aerospace 
orders is attributed to extended delivery times for certain 
aerospace products due to the high backlog of orders and to a 
flattening of current demand for aerospace fasteners, particularly 
in the United States.  Backlog at June 30, 1998 was $245.9 million, 
compared to $221.8 million on the same date a year ago and $251.1 
million at December 31, 1997.

Acquisitions
------------

       As discussed in Note 2 to the financial statements, the 
Company acquired three businesses in the first six months of 1998. 
On March 23, 1998, the Company acquired all of the outstanding 
shares of Greenville Metals, Inc. (Greenville) located in Transfer, 
Pennsylvania, for $15.5 million.  Greenville manufactures master 
alloy ingot and shot, foundry additive products, miscellaneous 
induction alloys and refines and converts scrap for a wide variety 
of customers.  In 1997, Greenville had sales of approximately $20.5 
million.  Greenville's capabilities complement and expand those of 
the Cannon-Muskegon Corporation and the Company expects future 
benefits from the operational synergies that can be achieved 
between Cannon-Muskegon and Greenville.  On June 30, 1998, the 
Company acquired all of the outstanding shares of Terry Machine 
Company (Terry) located in Waterford, Michigan, for $22.3 million. 
Terry manufactures specialty cold headed fasteners for the 
automotive industry and had sales for the twelve months ended April 
30, 1998 of approximately $37.2 million.  This acquisition expands 


<PAGE>16


the Company's automotive product lines at a time when auto makers 
are attempting to limit the number of suppliers they do business 
with.  On June 30, 1998, the Company purchased the operating assets 
of Howell Penncraft (Penncraft) located in Howell, Michigan, for 
$3.5 million.  Penncraft is a manufacturer of high-speed tool steel 
and carbide products used in metal forming.  This acquisition 
expands the product range and geographic sales coverage of the 
Company's Precision Tool Group.

Liquidity and Capital Resources
-------------------------------

       Management considers liquidity to be the ability to generate 
adequate amounts of cash to meet its needs and capital resources to 
be the resources from which such cash can be obtained, principally 
from operating and external sources.  The Company believes that 
capital resources available to it will be sufficient to meet the 
needs of its business, both on a short-term and long-term basis.

       Cash flow provided or used by operating activities, investing 
activities and financing activities is summarized in the condensed 
statements of consolidated cash flows.  Net cash provided by 
operating activities increased by $5.8 million compared to the 
first six months of 1997 primarily due to the $7.1 million 
improvement in net earnings.  

       The decrease in cash used in investing activities is 
attributed to the 1998 payments for the acquisitions of Greenville 
($9.7 million), Terry ($8.4 million) and Penncraft ($4.0 million) 
versus the 1997 payments for the acquisitions of Greer Stop Nut, 
Inc. ($10 million), RJF International Corporation's bonded magnet 
business ($9.2 million) and Lake Erie Design Co., Inc. ($7.8 
million).  In January 1997, the Company sold land and a building 
located in Puerto Rico, a former site of an Unbrako manufacturing 
operation closed in 1992, for $1.1 million and these proceeds are 
included in the consolidated cash flow from investing activities.  
Additionally, the Company spent $14.0 million for capital 
expenditures in the first six months of 1998 and has budgeted $30.0 
million for the full year of 1998, as reported on Form 10-K for the 
year ended December 31, 1997.

       The Company's total debt to equity ratio was 55 percent at 
June 30, 1998, compared to 52 percent at December 31, 1997.  Total 
debt was $131.1 million at June 30, 1998 and $110.7 million at 
December 31, 1997. As of June 30, 1998, under the terms of the 
existing credit agreements, the Company is permitted to incur an 
additional $106 million in debt.  In the second quarter of 1998, 
the Company amended its Bank Credit Agreement and $85 million Note 
Purchase Agreement to,  among other items, redefine the covenants 
which limit the Company's total allowable debt.  The redefined 
covenants use net worth versus tangible net worth in the maximum 
leverage ratio computation, thus increasing the amount of 
borrowings allowed under these debt agreements. 


<PAGE>17


Forward-Looking Statements
--------------------------

       Certain statements in management's discussion and analysis of 
financial condition and results of operations contain "forward-
looking" information, within the meaning of the Private Securities 
Litigation Reform Act of 1995, that involve risk and uncertainty.  
The Company's expectations of demand for aerospace fasteners and 
its effect on the Company's aerospace operations and future 
benefits from operational synergies with newly acquired companies 
are "forward looking" statements contained in management's 
discussion and analysis of financial condition and results of 
operations.  Actual future results may differ materially depending 
on a variety of factors, such as:  the effects of competition on 
products and pricing, customer satisfaction and qualification 
issues, labor disputes, worldwide political and economic stability 
and changes in fiscal policies, laws and regulations on a national 
and international basis.  The Company undertakes no obligation to 
publicly release any forward-looking information to reflect 
anticipated  or unanticipated events or circumstances after the 
date of this document.


<PAGE>18


                     SPS TECHNOLOGIES, INC. AND SUBSIDIARIES
                     ---------------------------------------
                                    	PART II
                                     -------
                               	OTHER INFORMATION
                                -----------------

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

(a) The Annual Meeting of Shareholders was held on April 28, 1998.

(b) The name of each director elected at the Annual Meeting as the 
    Company's three Class I directors, each to hold office until
    the 2001 Annual Meeting of Shareholders, is as follows:

       Howard T. Hallowell, III
       Charles W. Grigg
       Richard W. Kelso
	
    The name of each other director whose term of office continued 
    after the meeting is as follows:

       Harry J. Wilkinson
       Eric M. Ruttenberg
       Raymond P. Sharpe
       James F. O'Connor


(c) The results of the election of directors with respect to each 
    nominee for office was as follows:

                                              For        Withheld
                                           ---------     --------

       Howard T. Hallowell, III            9,443,053      57,538
       Charles W. Grigg                    9,442,865      57,726
       Richard W. Kelso                    9,442,253      58,338



<PAGE>19


                     SPS TECHNOLOGIES, INC. AND SUBSIDIARIES

                                   	SIGNATURES


Pursuant to the requirements 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.





                                         SPS TECHNOLOGIES, INC.
                                         ----------------------

 




Date: August 10, 1998                    /s/William M. Shockley
                                         ----------------------
                                         William M. Shockley
                                         Vice President, Chief
                                         Financial Officer and 
                                         Controller




Mr. Shockley is signing on behalf of the registrant and as the 
Chief Financial Officer of the registrant.


<PAGE>20