<PAGE>   1
================================================================================

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

                                   FORM 10-Q
(Mark One)

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

                For the quarterly period ended DECEMBER 31, 1996

                                       OR

    TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

    For the transition period from ___________________ to __________________

                         Commission file number: 1-2917

                         THE STANDARD PRODUCTS COMPANY
             (Exact Name of Registrant as Specified in Its Charter)


            OHIO                                     34-0549970
     (State or Other Jurisdiction of                (IRS Employer
     Incorporation or Organization)                 Identification No.)

                              


                             2401 SOUTH GULLEY ROAD
                            DEARBORN, MICHIGAN 48124
               (Address of Principal Executive Offices)(Zip Code)


      Registrant's telephone number, including area code:  (313) 561-1100




     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 COMMON STOCK OUTSTANDING AS OF FEBRUARY 6, 1997 WAS
16,807,723 SHARES.




================================================================================



                       This report consists of 10 pages.
<PAGE>   2





                         THE STANDARD PRODUCTS COMPANY
                         QUARTERLY REPORT ON FORM 10-Q

                               TABLE OF CONTENTS




<TABLE>
<CAPTION>
PART I.  FINANCIAL INFORMATION                                                                     PAGE
<S>      <C>                                                                                       <C>
Item 1.   Financial Statements

          Consolidated Statements of Operations ..................................................     3

          Consolidated Balance Sheets ............................................................     4

          Consolidated Statements of Cash Flows ..................................................     5

          Notes to Consolidated Financial Statements .............................................     6

Item 2.   Management's Discussion and Analysis of Financial Condition and Results of Operations ..     7


PART II.  OTHER INFORMATION


Item 1.   Legal Proceedings ......................................................................     9

Item 2.   Changes in Securities ..................................................................     9

Item 3.   Defaults upon Senior Securities ........................................................     9

Item 4.   Submission of Matters to a Vote of Security-Holders ....................................     9

Item 5.   Other Information ......................................................................     9

Item 6.   Exhibits and Reports on Form 8-K .......................................................     9





SIGNATURES .......................................................................................    10
</TABLE>






Unless otherwise indicated, references to "Company" mean The Standard Products
Company and its subsidiaries and reference to a fiscal year means the Company's
year ended June 30 of the same year (e.g., "fiscal 1997" refers to the period
beginning July 1, 1996 and ending June 30, 1997).



                                       2


<PAGE>   3




PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS



             THE STANDARD PRODUCTS COMPANY AND SUBSIDIARY COMPANIES
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                       FOR THE PERIODS ENDED DECEMBER 31,
                                  (UNAUDITED)
                   (THOUSANDS OF DOLLARS, EXCEPT SHARE DATA)





<TABLE>
<CAPTION>
                                                                 THREE MONTHS               SIX MONTHS
                                                                1996       1995             1996       1995
                                                             ----------  ---------        ---------  ---------
<S>                                                          <C>         <C>            <C>        <C>
Net Sales..................................................   $266,620   $264,747         $532,231   $503,507
Cost of Goods Sold:........................................
 Materials, wages and other manufacturing costs............    222,813    232,441          453,558    452,219
 Research, engineering and development expenses............     12,111     10,537           21,685     20,113
                                                             ---------   --------         --------   --------
                                                               234,924    242,978          475,243    472,332
                                                             ---------   --------         --------   --------
   Gross income............................................     31,696     21,769           56,988     31,175
Selling, General and Administrative Expenses ..............     16,901     16,749           34,204     33,892
                                                             ---------   --------         --------   --------
                                                                14,795      5,020           22,784     (2,717)
                                                             ---------   --------         --------   --------
Other (Income) Expense:
 Royalty and dividend income...............................       (198)      (121)            (444)      (240)
 Net interest expense......................................      3,031      3,064            6,278      6,797
 Other, net................................................        139        (69)            (316)       366
                                                             ---------   --------         --------   --------
                                                                 2,972      2,874            5,518      6,923
                                                             ---------   --------         --------   --------
Income (Loss) before Taxes on Income.......................     11,823      2,146           17,266     (9,640)
Provision for Taxes on Income                                    5,479        601            9,525     (1,402)
                                                             ---------   --------         --------   --------
 Net Income (Loss).........................................   $  6,344   $  1,545         $  7,741   $ (8,238)
                                                             =========   ========         ========   ========
Earnings (Loss) Per Common Share...........................   $   0.38   $   0.09         $   0.46   $  (0.49)
                                                             =========   ========         ========   ========
Weighted average shares outstanding (in thousands).........     16,807     16,755           16,800     16,750
                                                             =========   ========         ========   ========
Dividends declared per share...............................   $   0.17   $   0.17         $   0.34   $   0.34
                                                             =========   ========         ========   ========
</TABLE>

        The accompanying notes are an integral part of these statements.





                                       3


<PAGE>   4




             THE STANDARD PRODUCTS COMPANY AND SUBSIDIARY COMPANIES
                          CONSOLIDATED BALANCE SHEETS
                             (THOUSANDS OF DOLLARS)

<TABLE>
<CAPTION>
                                                                          (UNAUDITED)
                                                                          DECEMBER 31,           JUNE 30,
                                                                             1996                  1996
                                                                        ---------------      ----------------
<S>                                                                       <C>                 <C>
ASSETS
Current Assets:
 Cash and cash equivalents..............................................    $     564            $       - 
 Receivables, less allowances of $2,685 at December 31 and                                                 
 $2,958 at June 30 (Note 4).............................................      153,193              180,787 
 Inventories............................................................       68,959               60,377 
 Prepaid insurance, taxes, etc..........................................       23,572               19,680 
                                                                            ---------            --------- 
   Total current assets.................................................      246,288              260,844 
 Property, Plant and Equipment, at cost.................................      573,615              548,816 
 Less - Accumulated depreciation........................................     (274,257)            (250,278)
                                                                            ---------            --------- 
                                                                              299,358              298,538 
Goodwill, net...........................................................       70,297               71,653 
Other Assets............................................................       53,544               53,660 
                                                                            ---------            --------- 
                                                                            $ 669,487            $ 684,695 
                                                                            =========            ========= 
LIABILITIES AND SHAREHOLDERS' EQUITY                                                                       
 Current Liabilities:                                                                                       
 Short-term notes payable...............................................    $   9,798            $   1,198 
 Current maturities of long-term debt...................................        1,831                2,450 
 Accounts payable.......................................................       74,246               99,093 
 Accrued payrolls.......................................................       24,213               26,651 
 Accrued expenses.......................................................       83,068               74,565 
 Dividend payable.......................................................        2,857                2,853 
                                                                            ---------            --------- 
   Total current liabilities............................................      196,013              206,810 
                                                                            ---------            --------- 
Long-term Debt, net of current maturities...............................      128,476              143,041 
Other Postretirement Benefits...........................................       26,762               26,023 
Deferred Income Taxes and Other Credits.................................       55,401               50,056 
Commitments and Contingent Liabilities (Note 3)                                                            
Shareholders' Equity:                                                                                      
 Serial preferred shares, without par value, authorized 6,000,000 voting                                   
  and 6,000,000 non-voting shares, none issued..........................            -                    - 
 Common shares, par value $1 per share; authorized 50,000,000 shares,                                      
  issued and outstanding, 16,806,723 shares at December 31 and                                             
  16,784,867 at June 30.................................................       16,807               16,785 
 Paid-in capital........................................................       97,632               96,906 
 Retained earnings......................................................      156,546              154,669 
 Foreign currency translation adjustments...............................       (4,873)              (6,318)
 Minimum pension liability..............................................       (3,277)              (3,277)
                                                                            ---------            --------- 
 Total shareholders' equity.............................................      262,835              258,765 
                                                                            ---------            --------- 
                                                                            $ 669,487            $ 684,695 
                                                                            =========            ========= 
</TABLE>

        The accompanying notes are an integral part of these statements


                                       4


<PAGE>   5





             THE STANDARD PRODUCTS COMPANY AND SUBSIDIARY COMPANIES

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

                                  (UNAUDITED)

                             (THOUSANDS OF DOLLARS)



<TABLE>
<CAPTION>
                                                                                        SIX MONTHS ENDED DECEMBER 31,
                                                                                       --------------------------------
                                                                                            1996             1995
                                                                                       ---------------  ---------------
<S>                                                                                    <C>              <C>
Net cash provided by (used for) operating activities:
Net income (loss)....................................................................      $  7,741        $ (8,238)
Adjustments to reconcile net income to net cash provided by (used for)                                              
 operating activities:                                                                                              
 Depreciation and amortization.......................................................        30,268          26,067 
 Deferred taxes and other credits....................................................         3,835            (221)
 Effect of changes in foreign currency...............................................          (149)         (2,587)
 Other operating items...............................................................           352            (328)
                                                                                           --------        -------- 
  Net cash provided by operations....................................................        42,047          14,693 
                                                                                           --------        -------- 
Net cash provided by (used for) changes in operating assets and liabilities:                                        
 Receivables (Note 4)................................................................        27,594          48,040 
 Inventories.........................................................................        (8,180)           (498)
 Accounts payable and accrued expenses...............................................       (19,182)         (2,183)
 Other...............................................................................        (3,887)            456 
                                                                                           --------        -------- 
 Net cash provided by (used for) changes in operating assets and liabilities                 (3,655)         45,815 
                                                                                           --------        -------- 
 Net cash provided by operating activities...........................................        38,392          60,508 
Net cash (used for) investments:                                                                                    
 Purchase of property, plant and equipment, net......................................       (25,743)        (36,373)
 Investment in nonconsolidated entities..........................................              (164)              - 
                                                                                           --------        -------- 
  Net cash (used for) investments....................................................       (25,907)        (36,373)
Net cash provided by (used for) financing:                                                                          
 Proceeds of long-term borrowings....................................................        14,716          27,218 
 Repayment of long-term borrowings (Note 4)..........................................       (29,336)        (51,110)
 Net increase (decrease) in short-term borrowings..............................               8,600          (2,288)
 Cash dividends......................................................................        (5,864)         (5,697)
                                                                                           --------        -------- 
  Net cash (used for) financing......................................................       (11,884)        (31,877)
Effect of exchange rate changes on cash..............................................           (37)            330 
                                                                                           --------        -------- 
Increase (decrease) in cash and cash equivalents.....................................           564          (7,412)
Cash and cash equivalents at the beginning of the period.............................             -          19,546 
                                                                                           --------        -------- 
Cash and cash equivalents at the end of the period...................................      $    564        $ 12,134 
                                                                                           ========        ======== 
</TABLE>

        The accompanying notes are an integral part of these statements.



                                       5


<PAGE>   6




             THE STANDARD PRODUCTS COMPANY AND SUBSIDIARY COMPANIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                               DECEMBER 31, 1996

                             (AMOUNTS IN THOUSANDS)



(1)  BASIS OF PRESENTATION

     The accompanying consolidated financial statements have been prepared by
management and, in the opinion of management, contain all adjustments,
consisting of normal recurring adjustments, necessary to present fairly the
financial position of the Company as of December 31, 1996 and June 30, 1996,
and the results of its operations for the three and six months ended December
31, 1996 and 1995 and cash flows for the six months ended December 31, 1996 and
1995.  The consolidated financial statements should be read in conjunction with
the consolidated financial statements and notes thereto included in the
Company's Annual Report on Form 10-K for the fiscal year ended June 30, 1996.
Results for interim periods are not necessarily indicative of those to be
expected for the year.

(2)  INVENTORIES

     Inventories are stated at the lower of cost or market.  The majority of
domestic inventories are valued using the last-in, first-out (LIFO) method and
the remaining inventories are valued using the first-in, first-out (FIFO)
method.  The major components of inventory are as follows:


<TABLE>
<CAPTION>
                                     December 31, 1996  June 30, 1996
                                     -----------------  -------------
<S>                                  <C>                <C>
 Raw materials.....................            $27,878        $27,186
 Work-in-process and finished goods             41,081         33,191
                                               -------        -------
  Totals...........................            $68,959        $60,377
                                               =======        =======
</TABLE>

(3)  COMMITMENTS AND CONTINGENCIES

     At December 31, 1996, management believes that the Company was in
compliance with its various financial covenants.  During the current quarter,
the Company has renegotiated its debt covenants with various lenders to reduce
the ratio of assets to liabilities which must be maintained for the payment of
dividends from 1.25 to 1.00.  No other terms were changed on the debt
agreements.  Under the most restrictive of the revised covenants of the
Company's various loan agreements, principally the Revolving Credit Agreement,
$57,827 of retained earnings were not restricted at December 31, 1996 for the
payment of dividends.  Management expects that the Company will remain in
compliance with its financial covenants in all material respects through the
period ending December 31, 1997.

     The Company and its subsidiaries are involved in certain legal actions and
claims.  In the opinion of management, any liability which may ultimately be
incurred would not materially affect the financial position or results of
operations of the Company.

(4)  ACCOUNTS RECEIVABLE SECURITIZATION

     In September 1995, the Company and certain of its U.S. subsidiaries
entered into an agreement to sell, on an ongoing basis, all of their accounts
receivable to The Standard Products Funding Corporation (Funding Co.), a wholly
owned subsidiary of the Company.  Accordingly, the Company and those
subsidiaries, irrevocably and without recourse, transferred all of their U.S.
dollar denominated trade accounts receivable (principally representing amounts
owed by original equipment customers in the U.S. automotive and related
industries) to the Funding Co. The Funding Co. has sold and, subject to certain
conditions, may from time to time sell an undivided interest in those
receivables to the Clipper Receivables Corporation. The Funding Co. is
permitted to receive advances of up to $50,000 for the sale of such undivided
interest.  At December 31, 1996, $50,000 had been advanced to the Funding
Company.  Unless extended by amendment, the agreement expires in September
1998.


                                       6


<PAGE>   7





     Proceeds from the sales of receivables have been used to reduce
outstanding borrowings under the Company's Revolving Credit Agreement and are
reflected as operating cash flows in the accompanying consolidated statement of
cash flows.  Costs of the program, which primarily consist of the purchasers'
financing and administrative costs, have been classified as Selling, General
and Administrative Expenses in the accompanying consolidated statement of
income.

     The Company maintains an allowance for accounts receivable ($2,685 and
$2,958 at December 31, 1996 and June 30, 1996 respectively) based on the
expected collectibility of all trade accounts receivable, including receivables
sold.

(5)  NEW ACCOUNTING STANDARDS

     The Financial Accounting Standards Board (FASB) has issued Statement of
Financial Accounting Standards (SFAS) No. 121 "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to Be Disposed Of."  This standard
requires that long-lived assets held by and used by an entity may be reviewed
for impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable.  SFAS No. 121 also requires
that long-lived assets to be disposed of be reported at the lower of carrying
amount or fair value less costs to sell.

     The FASB also issued SFAS No. 123, "Accounting for Stock-Based
Compensation" which was effective for the Company beginning July 1, 1996.  SFAS
No. 123 requires expanded disclosures of stock-based compensation arrangements
with employees and encourages (but does not require) compensation cost to be
measured based on the fair value of the equity instrument awarded.  Companies
are permitted, however, to continue to apply APB Opinion No. 25, which
recognizes compensation cost based on the intrinsic value of the equity
instrument awarded.  The Company will continue to apply APB Opinion No. 25 to
its stock based compensation awards to employees and will disclose the required
pro forma effect on net income and earnings per share.


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         RESULTS OF OPERATIONS AND FINANCIAL CONDITION


(1)      RESULTS OF OPERATIONS

     The Company's net sales for the second quarter of fiscal 1997 increased by
0.7%, or $1.9 million, to $266.6 million compared to the second quarter of
fiscal year 1996. Sales for the Company's Transportation Equipment segment
totaled $233.9 million for the second quarter of fiscal 1997 compared with
$235.0 million for the same period last year. Sales by our North American
automotive operations declined $5.5 million, or 3.7%, due primarily to the
strike by Canadian autoworkers against General Motors in Canada. Automotive
sales in Europe also declined $0.9 million, or 1.5%, led by weaker demand in
France. Current quarter results include sales of $11.5 million from our
Brazilian subsidiaries, a 66.1% increase over the second quarter of last year,
which was prior to the commencement of production at our new plant in Brazil.
Sales for the Company's Tread Rubber segment increased 10.0% to $32.7 million,
reflecting the impact of new business from the previously announced contract
with Treadco, Inc., the nation's largest independent truck-tire retreader.

     Based on published industry data, management believes that car and light
truck production for the United States and Canada decreased by almost 3% during
the quarter when compared to the same period in the prior year. Car production
decreased by over 7%, while light truck production actually increased over 2%.
Vehicles for which the Company supplies components that were particularly
strong during the quarter included the Chrysler minivan, Ford Taurus and Ford
F-Series light truck.

     For the first half of fiscal 1997, sales of the Transportation Equipment
segment were $463.7 million or 4.8% ahead of the first half of fiscal 1996.
Virtually all of the year-over-year sales increase was experienced in the first
quarter. Chrysler minivan and Ford Taurus were especially strong in the first
half of the year and our new plant in Brazil was not in production until the
third quarter of fiscal 1996. Sales in the Tread Rubber segment for the first
half of fiscal 1997 were $68.5 million, up $7.4 million from the same period in
fiscal 1996. The 12.1% sales gain is attributable to the Treadco contract noted
above.

                                       7


<PAGE>   8




     Gross income for the second quarter of fiscal 1997 increased $9.9 million
to $31.7 million, or 11.9% of net sales, from $21.8 million, or 8.2% of net
sales for the same period in fiscal 1996. The increase in gross income occurred
in each business unit. Principal factors affecting the improvement were: (1)
reduction in launch costs from the prior year period, (2) a reduction in raw
material costs, and (3) continued benefit from cost reduction and process
improvement programs. This continued improvement brought gross income as a
percentage of sales from a first quarter rate of 9.5% to a year-to-date rate of
10.7%. This compares to 6.2% for the first six months of fiscal 1996.

     Research, engineering and development expenses for the quarter and for the
first six months of fiscal 1997 exceeded those of the same periods in the prior
year. The increase relates primarily to the Company's effort to introduce a
significantly improved vehicle sealing system that will have cosmetic, weight
and performance characteristics that are superior to current products as well
as allow for cycle time improvements in production. Even when completed, use of
this process and product in production will be dependent on customers'
acceptance of its benefits. At this time, development is expected to continue
through calendar 1997.

     Selling, general and administrative expenses increased $0.2 million, or
1.2%, to $16.9 million compared to $16.7 million in fiscal 1996.  As a
percentage of sales, these costs remained flat at 6.3% for the period.

     For the first half of fiscal 1997, the increase in Other, net is
attributable to better performance at Nishikawa Standard Company, primarily in
the first quarter of the year.

     The Company's tax provision for the second quarter of fiscal 1997 reflects
a tax rate of 46.3%. This compares with a year-to-date rate of 55.2%. This high
effective rate continues to demonstrate the Company's inability to utilize net
operating losses generated in certain of its foreign operations. The
improvement in the rate reflects the fact that these operations are getting
closer to profitable status. The recognition of tax benefits related to the
losses will be reported in future periods as opportunities to utilize these
carryforwards become more certain.

(2)  FINANCIAL CONDITION

     Cash provided by operations for the first half of fiscal 1997 was $38.4
million. This represents a decrease from the same period in fiscal 1996 of
$22.1 million. The major factor resulting in the net decline is the accounts
receivable transaction described in Note 4 that took place in fiscal 1996. This
was partially offset by improved operating results, higher depreciation and
amortization and the one-time benefit of a change in payment terms with a major
customer. The first half of fiscal 1997 ended with higher inventories that
could be expected due to the holiday shutdown period; however, management
believes they will come down from these levels through the end of the year.

     Capital spending for the first six months of fiscal 1997 totaled $25.7
million compared to $36.4 million for the same period last year. The total
capital spending for fiscal 1996 was $79.7 million. The Company expects capital
spending to approximate $65.0 million. This includes capital required in
connection with the start-up of an operation in Mexico. Construction has been
started on this project with estimated completion of the first phase estimated
for the fall of calendar 1997. This operation is owned 70% by the Company and
30% by Nishikawa Rubber Company of Japan.

     At December 31, 1996, debt represented 34.8% of total capitalization
compared with 36.2% at June 30, 1996. This improvement is the result of net
cash generation from the business used to pay down debt.

(3)  SUBSEQUENT EVENT

     On January 27, 1997, the Company announced plans to close two
manufacturing facilities in the United States. These closings will result in
the termination of approximately 500 employees. Business currently conducted at
these locations will be moved to other U.S. manufacturing locations owned by
the Company. The Company expects to record a significant charge against
earnings in the third quarter of fiscal 1997 related to this decision. The cost
of closing the facilities will depend on several factors, including
negotiations with employee groups. The Company

                                       8


<PAGE>   9



anticipates estimated costs will be reflected in third quarter results for
fiscal 1997. Any costs incurred in the closing process that will benefit future
operations, such as moving machinery and equipment to another location, will be
charged to operations as incurred.

(4)  CAUTIONARY STATEMENT FOR PURPOSES OF "SAFE HARBOR" UNDER THE PRIVATE
     SECURITIES REFORM ACT OF 1995

     This document may include projections, forecasts and other forward-looking
statements about the Company, the industry in which it competes and the markets
it serves. The achievement of such projections, forecasts and other
forward-looking statements is subject to certain risks and uncertainties, fully
detailed in the "Cautionary Statements for Purposes of "Safe Harbor" Under the
Private Securities Reform Act of 1995" in the Company's Annual Report on Form
10-K for the year ended June 30, 1996, which is on file with the Securities and
Exchange Commission.


PART II.  OTHER INFORMATION


Item 1.  Legal Proceedings

         None.

Item 2.  Changes in Securities

         None.

Item 3.  Defaults upon Senior Securities

         None.

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

Item 5.  Other Information

         None.

Item 6.  Exhibits and Reports on Form 8-K


         (a) Exhibits

<TABLE>
<CAPTION>


         Exhibit No.
         Under Reg. S-K    Form 10-Q
         Item 601          Exhibit No.       Description
         --------------    -----------       -----------------------------------------------------
        <S>               <C>                <C>        
         10                10a               Second Amendment to Receivables Purchase Agreement
         10                10b               Third Agreement of Amendment to the Standard Products
                                             Revolving Credit Facility
         10                10c               Amendment of Agreement of the Note Purchase Agreement
                                             dated December 16, 1993 between The Standard Products
                                             Co. and the Metropolitan Life Insurance Company
         27                27                Financial Data Schedule
</TABLE>


         (b)  Reports on Form 8-K

         None.




                                       9


<PAGE>   10





                                   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.



                                        THE STANDARD PRODUCTS COMPANY




     Dated:   February 10, 1997         by   /s/ Donald R. Sheley, Jr.
                                            ----------------------------
                                            Donald R. Sheley, Jr.
                                            Vice President, Finance
                                            Chief Financial Officer


                                            /s/ Bernard J. Theisen
                                           ----------------------------
                                           Bernard J. Theisen
                                           Corporate Controller
                                           Prinicpal Accounting Officer










                                      10




<PAGE>   11


                                EXHIBIT INDEX


<TABLE>
<CAPTION>


         Exhibit No.
         Under Reg. S-K    Form 10-Q
         Item 601          Exhibit No.       Description
         --------------    -----------       -----------------------------------------------------
        <S>               <C>                <C>        
         10                10a               Second Amendment to Receivables Purchase Agreement
         10                10b               Third Agreement of Amendment to the Standard Products
                                             Revolving Credit Facility
         10                10c               Amendment of Agreement of the Note Purchase Agreement
                                             dated December 16, 1993 between The Standard Products
                                             Co. and the Metropolitan Life Insurance Company
         27                27                Financial Data Schedule
</TABLE>