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, 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 August 6, 1997 was 6,067,184.


<PAGE>1


                 SPS TECHNOLOGIES, INC. AND SUBSIDIARIES

                                 PART 1

                         FINANCIAL INFORMATION


Item 1. Index to Financial Statements

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


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


       	Condensed Statements of Consolidated Cash Flows -
	       Six Months Ended June 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	        Six Months Ended
                                      June 30,                 June 30,    
                              -----------------------  ----------------------   
                                  1997         1996        1997        1996   
                              ----------   ----------  ----------  ----------
Net sales                     $ 153,108    $ 121,302   $ 291,083   $ 235,277
  
Cost of goods sold              119,691       96,352     228,336     187,502
                              ----------   ----------  ----------  ----------
Gross profit                     33,417       24,950      62,747      47,775

Selling, general and
 administrative expense          17,709       14,490      34,261      28,555 
                              ----------   ----------  ----------  ----------
Operating earnings               15,708       10,460      28,486      19,220 
                              ----------   ----------  ----------  ----------
Other income (expense):
 Interest income                     98           45         438         105 
 Interest expense                (2,350)      (1,650)     (4,626)     (3,240)
 Equity in earnings      
  of affiliates                      60          252         145         354
 Minority interest                  (86)        (108)        (86)       (108)
 Other, net                        (590)        (389)       (797)       (521)
                              ----------   ----------  ----------  ----------
                                 (2,868)      (1,850)     (4,926)     (3,410)
                              ----------   ----------  ----------  ---------- 
Earnings before income taxes     12,840        8,610      23,560      15,810

Provision for income taxes        4,450        2,590       8,050       4,750 
                              ----------   ----------  ----------  ----------
Net earnings                  $   8,390    $   6,020   $  15,510   $  11,060
                              ==========   ==========  ==========  ==========

Earnings per common share  
 and common share equivalent  $    1.32    $     .95   $    2.44   $    1.76
                              ==========   ==========  ==========  ==========

Weighted average number of
 common shares used to compute
 earnings per share           6,364,974    6,329,366   6,357,814   6,273,856







See accompanying notes to condensed consolidated financial statements.


<PAGE>3


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


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

Current assets
 Cash and cash equivalents                  $  12,197     $  33,310
 Accounts and notes receivable,
  less allowance for doubtful
  receivables of $1,921 (1996-$1,668)          95,578        73,542
 Inventories                                  101,535        99,778
 Deferred income taxes                         18,011        20,567
 Prepaid expenses                               3,328         2,979
 Net assets held for sale                         500         1,600
                                            ----------    ----------
      Total current assets                    231,149       231,776


Investments in affiliates                       4,463         4,760
Property, plant and equipment, net of
 accumulated depreciation of $131,124       
 (1996-$127,446)                              162,099       148,616
Other assets                                   59,026        42,848
                                            ----------    ----------
      Total assets                          $ 456,737     $ 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)

 
                                                 June 30,    December 31,
                                                  1997           1996    
                                                ---------    ------------

Liabilities and shareholders' equity

Current liabilities
 Notes payable and current portion of
  long-term debt                                $ 17,375      $  16,454
 Accounts payable                                 40,059         34,952
 Accrued expenses                                 55,042         50,132
 Income taxes payable                              4,968          3,919
                                               ----------     ---------- 
      Total current liabilities                  117,444        105,457
                                               ----------     ----------

Deferred income taxes                             15,610         14,505
Long-term debt                                    99,236         98,838
Retirement obligations                            25,725         25,607

Minority interest                                  6,053          5,997


Shareholders' equity
 Preferred stock, par value $1 per share,
 authorized 400,000 shares, issued none
 Common stock, par value $1 per share,
  authorized 30,000,000 shares,
  issued 6,710,687 shares (6,646,250 
  shares in 1996)                                  6,711          6,646
 Additional paid-in capital                       85,025         82,561
 Retained earnings                               116,401        100,891
 Minimum pension liability                        (2,257)        (2,257)
 Common stock in treasury, at cost,
  652,681 shares (645,381 shares in 1996)         (8,392)        (7,920)
 Cumulative translation adjustments               (4,819)        (2,325)
                                               ----------     ---------- 
      Total shareholders' equity                 192,669        177,596
                                               ----------     ----------

      Total liabilities and              
       shareholders' equity                    $ 456,737      $ 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)

                                                     Six Months Ended
                                                         June 30,        
                                                 ------------------------ 
                                                     1997          1996  


Net cash provided by operating activities        $  24,477     $  14,017
                                                 ----------    ---------- 

Cash flows provided by (used in) investing
activities
  Additions to property, plant and equipment       (19,480)       (9,421)
  Proceeds from sale of property, plant
    and equipment                                    1,360           371
  Acquisitions of businesses, net of cash
    acquired                                       (28,349)      (18,800)
                                                 ----------    ----------
                           
Net cash used in investing activities              (46,469)      (27,850)
                                                 ----------    ----------

Cash flows provided by (used in) financing
activities
  Proceeds from borrowings                          10,663       122,681
  Reduction of borrowings                          (10,615)      (94,744)
  Proceeds from exercise of stock options            1,365         1,808
  Treasury stock purchases                            (333)    
                                                 ----------    ----------    

Net cash provided by financing activities            1,080        29,745
                                                 ----------    ----------

Effect of exchange rate changes on cash               (201)           50
                                                 ----------    ----------

Net increase (decrease) in cash and cash 
  equivalents                                      (21,113)       15,962

Cash and cash equivalents at
  beginning of period                               33,310         8,093
                                                 ----------    ----------
Cash and cash equivalents at 
  end of period                                  $  12,197     $  24,055
                                                 ==========    ==========
Significant noncash financing activities:
  Debt assumed with businesses acquired          $   1,578
  Acquisition of treasury shares for 
    stock options exercised                      $     139     $   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 June 30, 1997, the results of 
operations for the three and six-month periods ended June 30, 
1997 and 1996, and cash flows for the six-month periods ended 
June 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 30 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 outstand-
ing 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.
      
		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 June 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 and LED 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


                                                 Six Months Ended
                                                     June 30,
                                                -------------------
                                                  1997       1996
                                                --------   --------
		
	              	Net sales                      	$296,962   $272,914
	     	         Net earnings                      15,847     12,030
		              Earnings per common share
  	  	            and common share equivalent       2.49       1.92

		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 this period or the 
future results of the combined operations.

3.	Inventories
                             June 30,        December 31,
                               1997              1996    
                             --------        ------------

  	Finished goods            $46,500           $50,726
	  Work-in-process            29,243            25,363
	  Raw materials 
 	  and supplies              19,298            17,010
	  Tools                       6,494             6,679 
                             --------          --------

                             $101,535           $99,778
                             ========          ========

		The June 30, 1997 inventory balances include $5,100 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 
June 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.	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.

6.	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.

7.	Subsequent Events

		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.  After giving effect to the split, earnings per 
share would have been reported as follows:

	    Three Months Ended                   Six Months Ended
	          June 30                             June 30
     ------------------                   ------------------  
	      1997      1996                       1997      1996
     --------  --------                   --------  --------

	     $ .66      $ .48                     $1.22      $ .88
     ========  ========                   ========  ========

		In addition, the Company's authorized common stock 
changed from 30,000,000 shares with a par value of $1 per 
share and 6,710,687 issued shares to 60,000,000 shares with a 
par value of $ .50 per share and 13,421,374 issued shares.  
Common Stock in treasury changed from 652,681 shares to 
1,305,362 shares.

		On August 7, 1997, the Company entered into a merger 
agreement to acquire the outstanding stock of Magnetic 
Technologies Corporation (MTC) for approximately $14,400.  
Completion of the transaction is subject to a number of 
conditions including approval of a majority of MTC's 
stockholders.  In connection with the transaction, five 
stockholders of MTC representing 26% of the outstanding shares 
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


<PAGE>10


magnetic, electronic and mechanical subassemblies of copiers 
and printers for the electronic office equipment industry.  If 
this 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 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 
twelve months.  In the first six months of 1997, the Company 
completed five acquisitions which strengthened its existing 
businesses.

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

(Unaudited-Thousands of dollars)

                        Three Months Ended    Six Months Ended 
                             June 30,             June 30,     
                        ------------------   ------------------- 
                          1997      1996       1997       1996  
                        --------  --------   --------  ---------
Net sales:
  Fasteners             $102,999  $ 85,400  	$195,981 	 $164,155
  Materials               50,109    35,902     95,102     71,122
                        --------  --------   --------   -------- 

                        $153,108  $121,302   $291,083   $235,277
                        ========  ========   ========   ========

Operating earnings:
  Fasteners             $ 10,912  $  7,520   $ 20,193   $ 13,536 
  Materials                7,346     5,052     13,153      9,666
  Unallocated 
    corporate costs       (2,550)   (2,112)    (4,860)    (3,982)
                        ========  ========   ========   ======== 
                       
                        $ 15,708  $ 10,460   $ 28,486   $ 19,220
                        ========  ========   ========   ========

Net Sales
---------

     Net sales increased $31.8 million, or 26.2 percent, in the 
second quarter of 1997 and $55.8 million, or 23.7 percent, for the 
six month period ended June 30, 1997 compared to the same periods 
in 1996.

    	Fastener segment sales increased $17.6 million, or 20.6 
percent, in the second quarter of 1997 and $31.8 million, or 19.4 
percent, for the six month period.  The Company's aerospace 
fastener sales were up 34.3 percent to $54.3 million in the second 
quarter and 31.2 percent to $103.5 million for the six 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 
$3.1 million, or 7.1 percent, in the second quarter and $6.2 
million, or 7.6 percent, for the six 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 ($1.4 million in 
the second quarter and $3.0 million for the six month period).  
Sales of automotive fasteners in North America and Europe remained 
level with the corresponding periods in the prior year.

    	Material businesses acquired in the last twelve 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 $12.7 million 
in the second quarter of 1997 and $21.7 million for the six month 
period. Sales of superalloys increased $2.6 million, or 15.2 
percent, in the second quarter and $4.0 million, or 11.6 percent, 
for the six month period.  This increase is driven by increased 
demand from the aerospace, land-based turbine and medical markets. 
New furnaces currently being installed are intended to increase 
superalloy vacuum melt production capacity to further participate 
in the expanding aerospace and land-based turbine markets.  
Excluding magnetic material sales from acquired businesses, sales 
of magnetic materials decreased $1.1 million in the second quarter 
and $1.7 million for the six 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 $13.5 million, or 8.2 percent of sales, for the six 
months ended June 30, 1996, to $20.2 million, or 10.3 percent of 
sales, for the six months ended June 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 were operating losses incurred 
by the Company's manufacturing facilities in Coventry, England and 
Shanghai, China.  Manufacturing inefficiencies caused the losses in 
Coventry while the relocation to a new facility contributed to the 
losses in Shanghai.  The Company is addressing the manufacturing 
disciplines at these locations in order to return these facilities 
to profitability.

    	In the materials segment, operating earnings increased by $2.3 
million in the second quarter and $3.5 million for the six 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.


<PAGE>13


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

    	Due to higher levels of interest bearing cash, interest income 
increased from $105 thousand in the first six months of 1996 to 
$438 thousand in the first six months of 1997.  Due to higher 
levels of debt, interest expense increased from $3.2 million in the 
first six months of 1996 to $4.6 million in the first six months of 
1997.  The "other, net" expense item of $797 thousand includes 
losses on the disposal of machinery and equipment that was replaced 
with more modern equipment. 

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

    	Incoming orders for the second quarter of 1997 were $161.1 
million compared to $126.1 million in 1996, a 27.8 percent 
increase. Incoming orders for the six months ended June 30, 1997 
were $324.5 million compared to $254.0 million for the same period 
in 1996, a 27.8 percent increase.  The increase in orders is 
attributed to an increase in orders received by the Aerospace 
Products Division ($15.7 million for the quarter and $31.8 million 
for the six month period), orders for superalloys ($5.8 million for 
the six month period) and orders received by the recently acquired 
materials businesses ($12.0 million for the second quarter and 
$21.0 million for the six month period).  Partially offsetting 
these increases were a decrease in orders received for automotive 
fasteners sold in North America ($2.2 million for the six month 
period).  Backlog at June 30, 1997 was $221.8 million, compared to 
$154.5 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 five businesses in the first six 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, 
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


<PAGE>14


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.

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 $10.5 million compared to the 
first six months of 1996 primarily due to the $4.5 million 
improvement in net earnings and the $2.6 million decrease in the 
use of cash to increase working capital.  

    	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) and LED ($7.8 
million) compared to the 1996 payment for Flexmag Industries, Inc. 
($20 million).  Additionally, the Company spent $19.5 million for 
capital expenditures in the first six months of 1997 and has 
budgeted $35 million for the full year of 1997, as 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.


<PAGE>15


    	The Company's total debt to equity ratio was 61 percent at 
June 30, 1997, compared to 65 percent at December 31, 1996.  Total 
debt was $116.6 million at June 30, 1997 and $115.3 million at 
December 31, 1996. As of June 30, 1997, under the terms of the 
existing credit agreements, the Company is permitted to incur an 
additional $33 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
---------------------------------------------------------

(a)	The Annual Meeting of Shareholders was held on April 29, 1997.

(b)	The name of each director elected at the Annual Meeting as the 
    Company's two Class II directors, each to hold office until 
    the 2000 Annual Meeting of Shareholders, is as follows:

       		Raymond P. Sharpe
         James F. O'Connor
	
	   The name of each other director whose term of office continued 
    after the meeting is as follows:

         Richard W. Kelso
		       Howard T. Hallowell III
		       Charles W. Grigg
		       Harry J. Wilkinson
		       Eric M. Ruttenberg

(c)	1.	  The results of the election of directors with respect to 
         each nominee for office was as follows:
  
                           							   For       Withheld 
                                 ----------   ---------- 

         Raymond P. Sharpe	     	4,448,027	     	4,555
		       James F. O'Connor	     	4,446,222     		6,360

Item 5.  Other Information
--------------------------

		       On July 29, 1997, the Company's Board of Directors 
approved a two-for-one stock split, effective August 20, 1997.  
When the stock split becomes effective, each existing common stock 
certificate will thereafter represent a number of shares equal to 
two times the number of shares specified on its face, and may be 
exchanged for a new share certificate reflecting the stock split.  
In addition, the Company's authorized common stock changed from 
30,000,000 shares with a par value of $1.00 per share and 6,710,687 
issued shares to 60,000,000 shares with a par value of $ .50 per 
share and 13,421,374 issued shares.  Common Stock in treasury 
changed from 652,681 shares to 1,305,362 shares.


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 
    June 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:  August 11, 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	Statemen	


<PAGE>19