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 September 30, 1997
                        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 November 4, 1997 was 12,215,962.

<PAGE>1


                SPS TECHNOLOGIES, INC. AND SUBSIDIARIES
                --------------------------------------- 
                                PART 1
                                ------
                        FINANCIAL INFORMATION
                        ---------------------

Item 1. Index to Financial Statements
-------------------------------------

    	Condensed Statements of Consolidated Operations -
	    Three and Nine Months Ended September 30, 1997
     and 1996 (Unaudited)		                              

    	Condensed Consolidated Balance Sheets - 
	    September 30, 1997 and December 31, 1996
	    (Unaudited)                                    

    	Condensed Statements of Consolidated Cash Flows -
	    Nine Months Ended September 30, 1997 and 1996
	    (Unaudited)        


    	Notes to Condensed Consolidated Financial Statements    

<PAGE>2


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


                                Three Months Ended         Nine Months Ended
                                    September 30,             September 30,   
                              ------------------------  --------------------- 
                                 1997           1996        1997       1996
                              ----------    ----------  ----------  ---------
Net sales                     $  142,280    $  125,435  $  433,363  $ 360,712

Cost of goods sold               110,913        99,734     339,249    287,236
                              ----------    ----------  ----------  ---------
Gross profit                      31,367        25,701      94,114     73,476

Selling, general and
 administrative expense           17,289        16,463      51,550     45,018
                              ----------    ----------  ----------  --------- 
Operating earnings                14,078         9,238      42,564     28,458
                              ----------    ----------  ----------  --------- 

Other income (expense):
 Interest income                     282           180         720        285
 Interest expense                 (2,030)       (2,290)     (6,656)    (5,530)
 Equity in earnings       
  of affiliates                      265           410         410        764
 Minority interest                    28          (182)        (58)      (290)
 Other, net                          (23)          144        (820)      (377)
                              ----------    ----------  ----------  ---------
                                  (1,478)       (1,738)     (6,404)    (5,148)
                              ----------    ----------  ----------  ---------
Earnings before income taxes      12,600         7,500      36,160     23,310

Provision for income taxes         4,150         1,460      12,200      6,210
                              ----------    ----------  ----------  ---------

Net earnings                  $    8,450    $    6,040  $   23,960  $  17,100
                              ==========    ==========  ==========  =========

Earnings per common share  
 and common share equivalent  $      .66    $      .48  $     1.88  $    1.36
                              ==========    ==========  ==========  =========

Weighted average number of
 common shares used to compute
 earnings per share           12,888,325    12,633,740  12,772,703 12,576,310





See accompanying notes to condensed consolidated financial statements.

<PAGE>3


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


                                       September 30,  December 31,
                                            1997          1996    
                                       -------------  ------------
Assets

Current assets
 Cash and cash equivalents                $  10,885     $  33,310
 Accounts and notes receivable,
  less allowance for doubtful
  receivables of $2,040 (1996-$1,668)        88,959        73,542
 Inventories                                 97,445        99,778
 Deferred income taxes                       17,146        20,567
 Prepaid expenses                             3,048         2,979
 Net assets held for sale                       500         1,600
                                          ---------     ---------
     Total current assets                   217,983       231,776
                                          ---------     ---------

Investments in affiliates                     7,441         4,760
Property, plant and equipment, net of
 accumulated depreciation of $132,092 
 (1996-$127,446)                            164,833       148,616
Other assets                                 58,541        42,848
                                          ---------     ---------
     Total assets                         $ 448,798     $ 428,000
                                          =========     =========


















See accompanying notes to condensed consolidated financial statements.

<PAGE>4


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


                                              September 30,  December 31,
                                                   1997          1996
                                              ------------   ------------ 

Liabilities and shareholders' equity

Current liabilities
 Notes payable and current portion of
   long-term debt                               $  13,265    $   16,454
 Accounts payable                                  37,136        34,952
 Accrued expenses                                  53,206        50,132
 Income taxes payable                               6,856         3,919
                                                ---------    ----------  
      Total current liabilities                   110,463       105,457
                                                ---------    ---------- 

Deferred income taxes                              16,107        14,505
Long-term debt                                     96,069        98,838
Retirement obligations                             26,110        25,607

Minority interest                                   1,795         5,997


Shareholders' equity
 Preferred stock, par value $1 per share,
  authorized 400,000 shares, issued none
 Common stock, par value $.50 per share,
  authorized 60,000,000 shares,
  issued 13,504,125 shares (13,292,500
  shares in 1996)	                                  6,752         6,646
 Additional paid-in capital                        86,090        82,561
 Retained earnings                                124,851       100,891
 Minimum pension liability                         (2,257)       (2,257)
 Common stock in treasury, at cost,
  1,336,486 shares (1,290,762 shares in 1996)      (9,757)       (7,920)
 Cumulative translation adjustments                (7,425)       (2,325)
                                                ---------    ----------   
      Total shareholders' equity                  198,254       177,596
                                                ---------    ---------- 
      Total liabilities and              
       shareholders' equity                     $ 448,798     $ 428,000
                                                =========    ==========




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)

                                                 Nine Months Ended
                                                   September 30, 
                                               ----------------------
                                                 1997          1996 
                                               --------      --------

Net cash provided by operating activities      $ 42,862      $ 28,853 
                                               --------      --------

Cash flows provided by (used in) investing 
activities
  Additions to property, plant and equipment    (26,854)      (18,233) 
  Proceeds from sale of property, plant   
    and equipment                                 1,350           527
  Payments for businesses acquired, net of 
    cash acquired                               (36,784)      (29,191)
                                               --------      --------
Net cash used in investing activities           (62,288)      (46,897)
                                               --------      --------
Cash flows provided by (used in) financing
activities
  Proceeds from borrowings                       23,787       140,622
  Reduction of borrowings                       (26,982)     (104,532)
  Proceeds from exercise of stock options         1,682         2,079
  Treasury stock purchases                       (1,063)     
                                               --------      --------
Net cash provided by financing activities        (2,576)       38,169
                                               --------      --------   
Effect of exchange rate changes on cash            (423)           39
                                               --------      --------
Net increase (decrease) in cash and cash 
  equivalents                                   (22,425)       20,164

Cash and cash equivalents at
  beginning of period                            33,310         8,093
                                               --------      --------
Cash and cash equivalents at 
  end of period                                $ 10,885      $ 28,257
                                               ========      ========
Significant noncash investing and
financing activities
  Debt assumed for businesses acquired         $  1,944      $  8,121
  Acquisition of treasury shares for
    stock options exercised                    $    774      $  3,133



See accompanying notes to condensed consolidated financial statements

<PAGE>6


                   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 September 30, 1997, the results of 
operations for the three and nine-month periods ended September 
30, 1997 and 1996, and cash flows for the nine-month periods 
ended September 30, 1997 and 1996.  The December 31, 1996 
condensed 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 1996 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.

		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 $4,800 and has been recorded as goodwill, 
which is being amortized on a straight-line basis over 30 
years.

<PAGE>7


		On April 1, 1997, the Company paid $1,000 to increase its 
ownership in Unbrako Products Pte., Ltd. (UPL) from 50 percent 
to 100 percent.  UPL, located in Singapore, is a distributor of 
the Company's Unbrako products to the Southeast Asian market.

		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 Cleveland, 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.  Purchase price approximated the fair value 
of the net assets acquired.

		In the first quarter of 1996, the Company formed a joint 
venture in China by acquiring a 55 percent interest in Shanghai 
SPS Biao Wu Fasteners Co. Ltd. (SSBW).  The Company contributed 
cash and equipment of $3,288 and manufacturing technology.

		In 1996, the Company completed two acquisitions of magnet 
materials manufacturers.  On September 14, 1996, the Company 
acquired all of the outstanding shares of Flexmag Industries, 
Inc. (Flexmag) located in Marietta, Ohio, and the assets of a 
related magnets business located in Seneca, South Carolina, for 
$21,274.  On July 3, 1996, the Company acquired all of the 
outstanding shares of Swift Levick Magnets Ltd. (Swift Levick), 
located in Derbyshire, England for $18,491. The excess of the 
purchase price over the fair value of the net assets acquired 
for both acquisitions was approximately $12,900 and has been 
recorded as goodwill, which is being amortized on a straight-
line basis over 30 years.

		On October 8, 1996, the Company acquired 85 percent of the 
capital stock of Mecair Aerospace Industries, Inc. (Mecair), a 
manufacturer of aerospace fasteners, located in Pointe Claire 
(Montreal), Quebec, Canada for $8,300. The excess of the 
purchase price over the fair value of the net assets acquired 
was approximately $3,500 and has been recorded as goodwill, 
which is being amortized on a straight-line basis over 40 
years.

		The following unaudited pro forma consolidated results of 
operations are presented as if the Greer, RJF, Flexmag, Swift 
Levick, Mecair, LED and Mohawk acquisitions had been made at 
the beginning of the periods presented.  The effects of the 
other acquisitions (Postkey, SSBW and UPL) are not material 
and, accordingly, have been excluded from the pro forma 
presentation.

<PAGE>8


                                             Nine Months Ended
                                               September 30, 
                                          ----------------------
                                            1997          1996
                                          --------      --------
        	Net sales                        $446,903      $414,258
         Net earnings                       24,640        18,191
         Earnings per common share   
           and common share equivalent        1.93          1.45

		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 these periods or the 
future results of the combined operations.

3.	Inventories
                             September 30,      December 31,
                                 1997               1996
                             ------------       -----------
	Finished goods                 $43,188            $50,726
	Work-in-process                 28,876             25,363
	Raw materials 
	  and supplies                  19,046             17,010
	Tools                            6,335              6,679 
                              -----------        ----------
                                $97,445            $99,778
                              ===========        ==========

		The September 30, 1997 inventory balances include $6,100 
of inventory from businesses acquired in 1997.

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 
September 30, 1997, the accrued liability for environmental 
remediation represents management's best estimate of the costs 
related to environmental remediation which are considered 
probable and can be reasonably estimated.  The Company has not 
included any insurance recovery in the 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.

<PAGE>9


5.	Income Taxes

		For the nine months ended September 30, 1996, the 
effective tax rate is lower than the statutory tax rate because 
the Company revised its estimates related to the future 
realization of tax benefits related to its deferred tax assets.  
As a result, the provision for income taxes was reduced by 
$1,700 in the third quarter of 1996.

6.	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, to be 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.

7.	Earnings Per Share

		Earnings per share is computed by dividing net earnings by 
the weighted average number of common shares outstanding.  When 
dilutive, stock options are included as common share 
equivalents using the treasury stock method.

8.	Recently Issued Accounting Standards 

		In February 1997, the Financial Accounting Standards Board 
issued Statement of Financial Accounting Standards (SFAS) No. 
128, "Earnings Per Share".  This Statement establishes new 
standards for computing and presenting earnings per share (EPS) 
and applies to entities with publicly held common stock or 
potential common stock.  This Statement is effective for 
financial statements issued for periods ending after December 
15, 1997 (earlier application is not permitted).  This 
Statement requires restatement of all prior-period EPS data 
presented.  The Company has evaluated the provisions of SFAS 
No. 128 and does not anticipate adoption to have a material 
effect on its computation of EPS.

9.	Subsequent Events

		On August 7, 1997, the Company entered into a merger 
agreement with Magnetic Technologies Corporation (MTC) to 
acquire the outstanding stock of MTC for an aggregate 
consideration of approximately $14,400 consisting of 
approximately $8,400 in cash and $6,000 in common stock of the 
Company.  Completion of the transaction is subject to a number 
of conditions, including approval of a majority of MTC's

<PAGE>10


stockholders at a meeting scheduled for December 2, 1997.  In 
connection with the transaction, five stockholders of MTC, 
representing approximately 26% of the outstanding shares of 
MTC, have entered into agreements with the Company to vote 
their shares in favor of the merger.  MTC, located in 
Rochester, New York and Rochester, England, designs and 
manufactures magnetic, electronic and mechanical subassemblies 
of copiers and printers for the electronic office equipment 
industry.  As of November 11, 1997, the merger transaction had 
not been completed.  If the merger transaction is completed, 
the acquisition will be accounted for under the purchase 
method.  The results of operations of MTC will be included in 
the consolidated financial statements of the Company from the 
date the acquisition is completed.

<PAGE>11


SPS TECHNOLOGIES, INC. AND SUBSIDIARIES

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

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

	The Company's operating results are a major improvement over 
the corresponding periods in the prior year.  The improvement in 
operating results was due primarily to increased sales of aerospace 
fasteners and the inclusion of businesses acquired in the last 
fifteen months.  In the first nine months of 1997, the Company 
completed six acquisitions which strengthened its existing 
businesses.

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

(Unaudited-Thousands of dollars)

                        Three Months Ended   Nine Months Ended 
                           September 30,        September 30,  
                        ------------------   ------------------- 
                          1997       1996       1997      1996   
                        --------  --------   ---------  --------   
Net sales:
  Fasteners             $ 96,095  $ 84,549    $292,076  $248,704
  Materials               46,185    40,886     141,287   112,008
                        --------  --------    --------  --------
                        $142,280  $125,435    $433,363  $360,712
                        ========  ========    ========  ======== 

Operating earnings:
  Fasteners             $ 10,282  $  6,344    $ 30,475  $ 19,880
  Materials                6,066     4,747      19,219    14,413
  Unallocated corporate   (2,270)   (1,853)     (7,130)   (5,835)
    costs               --------  --------    --------  -------- 
                        $ 14,078  $  9,238    $ 42,564  $ 28,458
                        ========  ========    ========  ========

Net Sales
---------

	Net sales increased $16.8 million, or 13.4 percent, in the 
third quarter of 1997 and $72.7 million, or 20.1 percent, for the 
nine month period ended September 30, 1997 compared to the same 
periods in 1996.

	Fastener segment sales increased $11.5 million, or 13.7 
percent, in the third quarter of 1997 and $43.4 million, or 17.4 
percent, for the nine month period.  The Company's aerospace 
fastener sales were up 30.6 percent to $52.6 million in the third 
quarter and 31.0 percent to $156.1 million for the nine month 
period.  Based on commercial aircraft production projections by the 
major aircraft manufacturers, the Company expects this trend of 
improving demand for aerospace fasteners to continue throughout 1997 
and into 1998.  The Company has invested and plans to continue to 
invest in infrastructure to increase capacity and support this 
projected expansion.

<PAGE>12


	The Company's industrial and Unbrako fastener sales increased 
$4.4 million, or 11.8 percent, in the third quarter and $9.6 
million, or 8.3 percent, for the nine month period.  These increases 
are due primarily to increased sales of Unbrako fasteners in North 
America and sales by Greer Stop Nut, Inc., a business acquired on 
February 24, 1997.  Partially offsetting these increases was a 
decline in sales of Unbrako fasteners in Europe ($3.6 million for 
the nine month period) and automotive fasteners in North America 
($1.6 million for the nine month period).  Sales of automotive 
fasteners in Europe remained level with the corresponding periods in 
the prior year.

	Material businesses acquired in the last fifteen months 
(Flexmag Industries, Inc., Swift Levick Magnets Ltd., RJF 
International Corporation's Bonded Magnet Business and Lake Erie 
Design Co., Inc.) increased material segment sales by $3.4 million 
in the third quarter of 1997 and $25.1 million for the nine month 
period.  Sales of superalloys increased $900 thousand, or 5.4 
percent, in the third quarter and $4.9 million, or 9.6 percent, for 
the nine month period.  This increase is driven by increased demand 
from the aerospace, land-based turbine and medical markets.  A new 
vacuum melt furnace began production in the third quarter and will 
add meaningful melt capacity in the fourth quarter.  Excluding 
magnetic material sales from acquired businesses, sales of magnetic 
materials increased $1.0 million in the third quarter and decreased 
$700 thousand for the nine month period.  Magnetic sales to the 
personal computer and telecommunications markets remained strong but 
sales to other served markets trailed last year's levels.

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

	Operating earnings of the fasteners segment improved signif-
icantly from $19.9 million, or 8.0 percent of sales, for the nine 
months ended September 30, 1996, to $30.5 million, or 10.4 percent 
of sales, for the nine months ended September 30, 1997.  The 
improvement in earnings is attributed to increased sales of 
aerospace fasteners and cost reductions attributed to the Company's 
investment in new equipment and employee training programs.  The 
operating earnings from Mecair Aerospace Industries, Inc. and Greer 
Stop Nut, Inc., two companies recently acquired, also contributed to 
this increase.  Partially reducing these increases was the operating 
loss incurred by the Company's manufacturing facility in Coventry, 
England.  In the first nine months of 1997, the Coventry facility 
lost $2.4 million which included operating losses of $1.6 million 
and cost of employee separations of $800 thousand.  These headcount 
reductions are expected to generate annual savings of $850 thousand 
when fully implemented.  The Company will continue to rationalize 
product lines and infrastructure at this facility until this 
facility is returned to profitability.

	In the third quarter of 1996, the Company restructured its 
manufacturing operations in Shannon, Ireland; Coventry, England and 
Sorocaba, Brazil.  As a result, the 1996 condensed statement of

<PAGE>13


consolidated operations included a $2.1 million charge to selling, 
general and administrative expense for the cost of employee 
separations.

	In the materials segment, operating earnings increased by $1.3 
million in the third quarter and $4.8 million for the nine month 
period.  The improvement in operating earnings is attributed to a 
higher volume and better product mix of superalloy sales, a decrease 
in the cost of certain raw materials and operating earnings from the 
recently acquired material businesses noted above.

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

	Due to higher levels of interest bearing cash, interest income 
increased from $285 thousand in the first nine months of 1996 to 
$720 thousand in the first nine months of 1997.  Due to higher 
average levels of debt, interest expense increased from $5.5 million 
in the first nine months of 1996 to $6.7 million in the first nine 
months of 1997.  The "other, net" expense item of $820 thousand 
includes $400 thousand of losses related to the disposal and write 
down of machinery and equipment at the Company's Coventry facility.

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

	Incoming orders for the third quarter of 1997 were $155.4 
million compared to $129.0 million in 1996, a 20.0 percent increase. 
Incoming orders for the nine months ended September 30, 1997 were 
$479.9 million compared to $382.9 million for the same period in 
1996, a 25.2 percent increase.  The increase in orders is attributed 
to an increase in orders received by the Aerospace Products Division 
($19.4 million for the quarter and $51.2 million for the nine month 
period) and orders received by the recently acquired materials 
businesses ($4.9 million for the third quarter and $25.9 million for 
the nine month period).  Partially offsetting these increases were a 
decrease in orders received for automotive fasteners sold in North 
America ($2.0 million for the quarter and $4.2 million for the nine 
month period).  Backlog at September 30, 1997 was $231.2 million, 
compared to $169.1 million on the same date a year ago and $181.0 
million at December 31, 1996.

Acquisitions
------------
	As discussed in Note 2 to the financial statements, the Company 
acquired six businesses in the first nine months of 1997.  In 
January 1997, the Company acquired all of the outstanding shares of 
Postkey Ltd. (Postkey) located in Nuneaton, England for $1.2 
million.  Postkey is a supplier of tooling and tool services to the 
United Kingdom fastener market with 1996 sales of approximately $900 
thousand.  This acquisition increases the Company's market 
penetration into the United Kingdom tool market and expands the 
Company's cylindrical thread roll die technical know-how.  On 
February 24, 1997, the Company acquired all of the outstanding 
shares of Greer Stop Nut, Inc. (Greer), a manufacturer of nylon 
insert prevailing torque (locking) nuts, located in Nashville, 

<PAGE>14


Tennessee for $10 million.  In 1996, Greer had sales of 
approximately $13.1 million.  The acquisition of Greer adds a 
complementary branded product line to the Company's Unbrako 
business.  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 $9.2 million.  In 1996, RJF's 
Bonded Magnet Business had sales of approximately $9.2 million.  
These assets are being relocated to the Company's current magnetic 
manufacturing facility in Marietta, Ohio.  On April 1, 1997, the 
Company paid $1.0 million to increase its ownership interest in 
Unbrako Products Pte., Ltd. (UPL) from 50 percent to 100 percent.  
UPL, located in Singapore, is a distributor of the Company's Unbrako 
products to the southeast Asian market with 1996 sales of 
approximately $3.2 million.  On May 5, 1997, the Company acquired 
all of the outstanding shares of Lake Erie Design Co., Inc. (LED) 
located in Cleveland, Ohio for $8.1 million.  LED is a manufacturer 
of high precision ceramic cores for the investment casting industry 
with 1996 sales of approximately $5.6 million.  LED's ceramic cores 
are used in the manufacturing of parts for aerospace and industrial 
gas turbines, medical prosthesis and other precision cast 
applications.  Over 60 percent of their sales are for aerospace 
applications.  The acquisition of LED expands the scope of products 
offered by SPS' subsidiary, Cannon-Muskegon Corporation, to the 
investment casting industry.  On September 23, 1997, the Company 
acquired all of the outstanding shares of Mohawk Europa Limited 
(Mohawk) located in Shannon, Ireland for $9.1 million.  Mohawk is a 
manufacturer of specialty cutting tools for the automotive, 
aerospace and metalworking industries with sales for the first nine 
months of 1997 of approximately $7.7 million.  The Company has 
acquired two tool companies (Postkey and Mohawk) in 1997 and plans 
to acquire additional tool companies to expand product range and 
geographic sales and distribution coverage.

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 $14.0 million compared to the 
first nine months of 1996 primarily due to the $6.9 million 
improvement in net earnings and $3.1 million increase in 
"depreciation and amortization" (a non cash expenditure added back 
to net income to determine net cash provided by operating 
activities).

<PAGE>15


	The increase in cash used in investing activities is attributed 
to the 1997 payments for the acquisitions of Greer ($10 million), 
RJF's bonded magnet business ($9.2 million), LED ($7.8 million) and 
Mohawk ($8.4 million) compared to the 1996 payment for Flexmag 
Industries, Inc. ($20 million) and Swift Levick Magnets Ltd. ($10.4 
million).  Additionally, the Company spent $26.9 million for capital 
expenditures in the first nine months of 1997 and has estimated $37 
million for the full year of 1997, a $2 million increase from the 
amount reported on Form 10-K for the year ended December 31, 1996.

	Net assets held for sale included in the December 31, 1996 
consolidated balance sheet includes the land and building located in 
Puerto Rico, related to the former site of an Unbrako manufacturing 
operation closed in 1992, and a small parcel of land located in 
Newtown, Pennsylvania.  In January 1997, the Company sold the land 
and building in Puerto Rico for $1.1 million and these proceeds are 
included in the consolidated cash flow from investing activities.

	The Company's total debt to equity ratio was 55 percent at 
September 30, 1997, compared to 65 percent at December 31, 1996.  
Total debt was $109.3 million at September 30, 1997 and $115.3 
million at December 31, 1996.  As of September 30, 1997, under the 
terms of the existing credit agreements, the Company is permitted to 
incur an additional $48 million in debt. 

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

	Certain statements in management's discussion and analysis of 
financial condition and results of operations contain "forward-
looking" information that involve risk and uncertainty.  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 stability and economic growth and 
changes in fiscal policies, laws and regulations on a national and 
international basis.

<PAGE>16


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

Item 4. Submission of Matters to Vote of Security Holders
---------------------------------------------------------
None

Item 6. Exhibits and Reports on Form 8-K
----------------------------------------
(a)	Exhibits

   	11-Computation of Earnings Per Share Statement.

(b)	No reports on Form 8-K were filed during the quarter ended 
    September 30, 1997.

<PAGE>17


                 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.  
                                           ---------------------- 
								                                   (Registrant)





Date:  November 6, 1997			                /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>18


                    SPS TECHNOLOGIES, INC. AND SUBSIDIARIES

                                EXHIBIT INDEX



Exhibit 11 -	Computation of Earnings Per Share        
              				Statement						 

<PAGE>19