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, 1996
                            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, 1996 was 5,996,661.           








                                          1<PAGE>






                       SPS TECHNOLOGIES, INC. AND SUBSIDIARIES

                                        PART 1

                                FINANCIAL INFORMATION


          Item 1. Index to Financial Statements
                                                                       Page

               Condensed Statements of Consolidated Operations -
               Three and Nine Months Ended September 30, 1996
               and 1995 (Unaudited)                                        3

               Condensed Consolidated Balance Sheets - 
               September 30, 1996 and December 31, 1995
               (Unaudited)                                              4, 5


               Condensed Statements of Consolidated Cash Flows -
               Nine Months Ended September 30, 1996 and 1995
               (Unaudited)                                                 6


               Notes to Condensed Consolidated Financial Statements     7-11



























                                          2<PAGE>





                       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,
                                    1996          1995       1996        1995 

   Net sales                    $  125,435    $  100,500  $  360,712  $ 303,513
     
   Cost of goods sold               99,734        80,300     287,236    247,295

   Gross profit                     25,701        20,200      73,476     56,218

   Selling, general and
    administrative expense          16,463        12,890      45,018     36,703

   Operating earnings                9,238         7,310      28,458     19,515

   Other income (expense):
    Interest income                    180           122         285        388
    Interest expense                (2,290)       (1,654)     (5,530)    (4,834)
    Equity in earnings       
     of affiliates                     410           337         764      1,351
    Minority interest                 (182)                     (290)      
    Other, net                         144           (50)       (377)      (200)
                                    (1,738)       (1,245)     (5,148)    (3,295)

   Earnings before income taxes      7,500         6,065      23,310     16,220

   Provision for income taxes        1,460         1,880       6,210      5,060

   Net earnings                 $    6,040    $    4,185  $   17,100  $  11,160


   Earnings per common share  
    and common share equivalent $      .96    $      .70  $     2.72  $    1.90


   Weighted average number of
    common shares used to compute
    earnings per share           6,316,870     5,983,229   6,288,155  5,862,123



   See accompanying notes to condensed consolidated financial statements.






                                          3<PAGE>                               






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


                                            September 30,  December 31,
                                                 1996          1995    

     Assets

     Current assets
      Cash and cash equivalents                $  28,257     $   8,093
      Accounts and notes receivable,
       less allowance for doubtful
       receivables of $1,566 (1995-$1,292)        80,989        61,294
      Inventories                                 98,789        88,090
      Deferred income taxes                       16,108        16,396
      Prepaid expenses                             2,800         3,103
      Net assets held for sale                     1,600         2,362
        Total current assets                     228,543       179,338


     Investments in affiliates                     4,855         4,516
     Property, plant and equipment, net of
      accumulated depreciation of $130,910              
      (1995-$118,120)                            138,167       112,738
     Other assets                                 39,043        25,495

          Total assets                         $ 410,608     $ 322,087









     See accompanying notes to condensed consolidated financial statements.













                                          4<PAGE>









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


                                             September 30,  December 31,
                                                  1996          1995    


     Liabilities and shareholders' equity

     Current liabilities
      Notes payable and current portion of
        long-term debt                         $   8,292     $   6,578
      Accounts payable                            34,692        28,041
      Accrued expenses                            46,001        39,545
      Income taxes payable                         3,502         3,267
        Total current liabilities                 92,487        77,431

     Deferred income taxes                        14,001        13,061
     Long-term debt                              103,767        58,119
     Retirement obligations                       28,520        27,827

     Minority interest                             4,415


     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 6,628,942 shares (6,450,909 
       shares in 1995)                             6,629         6,451
      Additional paid-in capital                  81,978        74,685
      Retained earnings                           95,691        78,591
      Minimum pension liability                   (2,626)       (2,626)
      Common stock in treasury, at cost,
       643,381 shares (599,258 shares in 1995)    (7,801)       (4,846)
      Cumulative translation adjustments          (6,453)       (6,606)
       Total shareholders' equity                167,418       145,649

           Total liabilities and              
            shareholders' equity               $ 410,608     $ 322,087



        See accompanying notes to condensed consolidated financial statements.


                                          5<PAGE>                               









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


                                                      Nine Months Ended
                                                        September 30,      
                                                      1996          1995  


                                              
     Net cash provided by operating activities      $ 28,853      $ 14,134 

     Cash flows provided by (used in) investing
     activities
       Additions to property, plant and equipment    (18,233)      (14,027)    
       Proceeds from sale of property, plant                             
         and equipment                                   527           578
       Payments for businesses acquired, net of     
         cash acquired                               (29,191)      (10,800)

     Net cash used in investing activities           (46,897)      (24,249)

     Cash flows provided by (used in) financing
     activities
       Proceeds from borrowings                      140,622        20,000     
       Reduction of borrowings                      (104,532)      (14,924)
       Proceeds from exercise of stock options         2,079           972     

     Net cash provided by financing activities        38,169         6,048 

     Effect of exchange rate changes on cash              39           107 

     Net increase (decrease) in cash and cash 
     equivalents                                      20,164        (3,960)

     Cash and cash equivalents at
       beginning of period                             8,093         9,472

     Cash and cash equivalents at 
       end of period                                $ 28,257     $   5,512

     Significant noncash investing and
     financing activities:
       Debt assumed for businesses acquired         $  8,121
       Purchase of treasury shares in connection 
         with the exercise of stock options         $  3,133

        See accompanying notes to condensed consolidated financial statements.

                                          6<PAGE>






                       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, 1996, the
               results of operations for the three and nine-month periods
               ended September 30, 1996 and 1995, and cash flows for the
               nine-month periods ended September 30, 1996 and 1995.  The
               December 31, 1995 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 1995 Annual Report filed on Form 10-K
               applied on a consistent basis.

          2.   Business Acquisitions

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

                    On July 3, 1996, the Company acquired all of the
               outstanding shares of Swift Levick Magnets Ltd. (Swift
               Levick), a manufacturer of permanent magnets, located in
               Derbyshire, England for $18,100.  The excess of the purchase
               price over the fair values of the net assets acquired was
               approximately $500 and has been recorded as goodwill, which
               is being amortized on a straight-line basis over 30 years.

                    On June 14, 1996, the Company acquired all of the 
               outstanding shares of Flexmag Industries, Inc. (Flexmag), a
               manufacturer of flexible bonded magnets, located in
               Marietta, Ohio, and the assets and business of a related
               injection molded magnets business located in Seneca, South
               Carolina, for $21,000.  The excess of the purchase price
               over the fair values of the net assets acquired was
               approximately $12,700 and has been recorded as goodwill,
               which is being amortized on a straight-line basis over 30
               years.


                                          7<PAGE>






                    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 of $2,150 and manufacturing technology with
               an assigned value of $900 during the first nine months of
               1996 for SSBW.  The Company will additionally contribute
               approximately $2,450 in cash, equipment and certain
               manufacturing technology.    

                    On August 16, 1995, the Company acquired approximately
               48 percent of the outstanding stock of Metalac S.A.Industria
               e Comercio (Metalac) located in Sao Paulo, Brazil.  With
               this acquisition, the Company increased its ownership to
               approximately 95 percent.  Metalac is a leading manufacturer
               and distributor of industrial and automotive fasteners in
               Brazil.  The Company paid $4,000 in cash and issued 141,666
               shares of the Company's common stock (approximate market
               value on August 16, 1995 of $5,667).  The Stock Purchase
               Agreement also provides for additional payments contingent
               on the future earnings performance of Metalac.  Any
               additional payments made, when the contingency is resolved,
               will be accounted for as additional costs of the acquired
               assets and amortized over the remaining life of the assets. 
               Prior to this acquisition, the Company accounted for its
               investment in Metalac using the equity method.

                    On June 30, 1995, the Company paid approximately
               $1,000 to increase its ownership in Unbrako K.K. from 50
               percent to 100 percent.  Unbrako K.K., located in Tokyo,
               Japan, is a distributor of the Company's Unbrako and
               aerospace products in the Japanese market.  On March 3,
               1995, the Company also acquired certain assets of Harvard
               Industries, Inc.'s Elastic Stop Nut Division (ESNA).  The
               Company paid $6,200 in 1995 (of which,  $5,700 was paid as
               of September 30, 1995) to acquire, relocate and prepare
               these assets for their intended use.  The ESNA assets were
               used by Harvard Industries, Inc. to manufacture aerospace
               locknuts in Union, New Jersey.    

                    The following unaudited pro forma consolidated results
               of operations are presented as if the Swift Levick, Flexmag
               and Metalac acquisitions had been made at the beginning of
               the periods presented.  The effects of the other
               acquisitions (SSBW, Unbrako K.K. and ESNA) are not material
               and, accordingly, have been excluded from the pro forma
               presentation.





                                          8<PAGE>






                                                    Nine Months Ended
                                                      September 30, 
                                                    1996        1995

                    Net sales                     $380,801    $354,572    
                    Net earnings                    17,439      12,317
                    Earnings per common share
                      and common share equivalent     2.78        2.06


                    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

                                       September 30,      December 31,
                                           1996              1995    

               Finished goods            $48,144           $45,933
               Work-in-process            25,804            20,095
               Raw materials 
                 and supplies             18,315            14,330
               Tools                       6,526             7,732 

                                         $98,789           $88,090

                    The September 30, 1996 inventory balances include
               $8,600 of inventory from businesses acquired in 1996.

          4.  Long-Term Debt

                    On June 17, 1996, the Company completed a new long term
               Note Purchase Agreement with three insurance companies. 
               Under this new agreement, the Company borrowed $85,000 at 
               fixed interest rates of 7.70 percent to 7.88 percent due in
               annual installments from July 1, 2001 to July 1, 2011 (the
               average fixed interest rate is 7.83 percent and the average
               maturity is approximately 11 years).  The Notes Payable to
               Insurance Companies, which provided for a fixed interest
               rate of 9.45 percent, described in the Annual Report on Form
               10-K for year ended December 31, 1995 were paid and canceled
               with proceeds from the new Note Purchase Agreement.  The
               proceeds from the new agreement were also used to reduce
               debt borrowed under the current Bank Credit Agreement and to
               fund recent acquisitions.


                                          9<PAGE>





                    The Company is subject to a number of restrictive 
               covenants under its various debt agreements.  These
               covenants, among other things, set forth limitations on
               indebtedness, restrict the payment of cash dividends and
               require the Company to maintain a minimum consolidated
               tangible net worth, a minimum consolidated fixed charge
               coverage ratio and a minimum consolidated current ratio. 
               Certain of the Company's debt agreements contain cross
               default and cross acceleration provisions.  Under these
               covenants, the Company is permitted to declare dividends not
               exceeding $7,500 plus 50 percent of consolidated net income
               (or minus 100 percent of any consolidated net loss).




          5.   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, 1996, 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.  However, management believes
               that the overall costs of environmental remediation will be
               incurred over an extended period of time and, as a result,
               are not expected to have a material impact on the
               consolidated financial position of the Company.

          6.   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.




                                          10<PAGE>






                    The Company has recorded a net deferred tax asset at
               September 30, 1996, which includes a partial benefit related
               to the United States net operating loss carry forward (NOL). 
               Realization of the net deferred tax asset is dependent on
               generating sufficient taxable income prior to expiration of
               the NOL.  Although realization is not assured, management
               believes it is more likely than not that the recorded net
               deferred tax asset will be realized.

          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.   Subsequent Event

                    On October 8, 1996, the Company acquired 85 percent of
               the capital stock of Mecair Aerospace Industries, Inc., a
               manufacturer of aerospace fasteners, located in Pointe-
               Claire (Montreal), Quebec, Canada for approximately $8,200. 
               This acquisition will be accounted for under the purchase
               method.  The results of operations of the acquired business
               will be included in the consolidated financial statements
               from the date of acquisition.  


























                                          11<PAGE>






          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 for 1996 have improved over
          the corresponding periods in 1995.  The improvement in the
          operating results for the third quarter and nine months to date
          was due to the continued increase in the operating performance of
          the Aerospace Products Division and the inclusion of the
          businesses acquired in 1996.  The Company's sales, orders and
          backlog also improved in 1996.

          Sales and Operating Earnings by Segment

          (Unaudited-Thousands of dollars)

                                  Three Months Ended   Nine Months Ended 
                                     September 30,        September 30,  
                                    1996      1995       1996      1995  

          Net sales:
            Fasteners             $ 84,549  $ 66,576   $ 248,704  $200,751
            Materials               40,886    33,924     112,008   102,762

                                  $125,435  $100,500   $ 360,712  $303,513

          Operating earnings:
            Fasteners             $  6,344  $  4,862   $  19,880  $ 12,233 
            Materials                4,747     4,568      14,413    13,182
            Unallocated corporate   (1,853)   (2,120)     (5,835)   (5,900)
              costs
                                  $  9,238  $  7,310   $  28,458  $ 19,515

          Net Sales

               Net sales increased $24.9 million, or 24.8 percent, in the
          third quarter of 1996 and $57.2 million, or 18.8 percent, for the
          nine month period ended September 30, 1996 compared to the same
          periods in 1995.

               Fastener segment sales increased $18.0 million, or 27.0
          percent, in the third quarter of 1996 and $48.0 million, or 23.9
          percent, for the nine month period.  The Company's aerospace
          fastener sales were up 29.4 percent to $40.3 million in the third
          quarter and 27.1 percent to $119.1 million for the nine month
          period.  These increases are the result of improving demand in
          the aerospace market.  Based on commerical aircraft production


                                          12<PAGE>





          projections by the major aircraft manufacturers, the Company
          expects this trend of improving demand for aerospace fasteners to
          continue into 1997 and 1998.  The Company is investing in
          infrastructure to increase capacity to support this projected
          expansion.

               Sales by Metalac S.A. Industria e Comercio (Metalac) in
          Brazil (acquired on August 16, 1995), Unbrako K.K. in Japan
          (acquired on June 30, 1995) and Shanghai SPS Biao Wu Fasteners
          Co. Ltd. (SSBW) in China (a joint venture formed on January 1,
          1996) were $13.8 million in the third quarter of 1996 and $31.7
          million for the nine months ended September 30, 1996.  Excluding
          the sales of these businesses, the Company's industrial fastener
          sales increased $200 thousand, or 1.3 percent, in the third
          quarter and $1.5 million, or 3.2 percent, for the nine month
          period; while the Unbrako fastener sales decreased $1.5 million,
          or 9.5 percent, in the third quarter and $7.2 million, or 14.1
          percent, for the nine month period.  The decline in Unbrako sales
          is attributed to inventory reduction programs by distributors,
          competitive pricing conditions and weak demand in European
          markets.

               Excluding the sales of the two magnetic material businesses 
          acquired in 1996 (Flexmag Industries, Inc. and Swift Levick
          Magnets, Ltd.), the materials segment sales decreased by $2.3
          million, or 6.8 percent, in the third quarter and remained level
          for the nine month period.  Sales of magnetic materials decreased
          by $3.8 million, or 20.1 percent, in the third quarter and $5.1
          million, or 11.1 percent, for the nine month period.  Sales of
          magnetic materials continue to be adversely affected by the
          decreased demand from the automotive, telecommunications, and
          personal computer markets.  Sales of superalloys increased by
          $1.5 million, or 10.1 percent, in the third quarter and $5.1
          million, or 11.1 percent,for the nine month period.  Increased
          sales of superalloys is due primarily to higher sales of vacuum
          melt alloy products manufactured for aerospace applications. 
          Sales of stainless steel and cobalt-based alloys also increased
          from prior year levels.

          Operating Earnings

               Operating earnings of the fastener segment improved by $1.5
          million in the third quarter and $7.7 million for the nine month
          period.  The improvement in earnings is attributed to increased
          sales of aerospace fasteners and cost reductions attributed to
          the Company's investment in new state-of-the-art computer
          controlled machine tools.  The operating earnings from Unbrako
          K.K. and SSBW, two companies acquired after June 30, 1995, also
          contributed to this increase.




                                          13<PAGE>





               In response to the decline in industrial and Unbrako
          fastener sales in the European and Brazilian markets, the Company
          restructured its manufacturing operations in Shannon, Ireland;
          Coventry, England and Sorocaba, Brazil in the third quarter of
          1996.  As a result, the Company recorded a charge for the cost of
          employee separations of $2.1 million in the third quarter which
          has been included in Selling, General and Administrative Expense. 
          This action, which reduced the number of employees by 66, is
          expected to lower future operating costs at these locations by
          approximately $2.4 million per year.

               Excluding the operating earnings of the two magnetic
          material businesses acquired in 1996, the operating earnings of
          the materials segment decreased by $1.2 million, or 25.2 percent,
          in the third quarter and $200 thousand, or 1.6 percent, for the
          nine month period.  Operating earnings of the materials segment
          were adversely affected by the decline in the magnetic material
          sales.


          Other Expense

               Interst expense increased from $4.8 million for the first
          nine months of 1995 to $5.5 million for the first nine months of
          1996.  Higher levels of debt increased interest expense by
          approximately $900 thousand, but lower interest rates caused
          interest to decrease by $200 thousand.  Income from the equity in
          earnings of affiliates decreased from $1.4 million in the nine
          month period ended September 30, 1995 to $764 thousand in the
          nine month period ended September 30, 1996.  As discussed in Note
          2 to the financial statements, the Company increased its
          ownership interest in Metalac and Unbrako K.K. in August and June
          of 1995, respectively.  Prior to these acquisition dates, the
          Company accounted for its investment in these companies using the
          equity method.  The increase in "other, net" expense is
          attributed to the write off of deferred financing costs related
          to the early retirement of certain debt (see Note 4 to the
          financial statements).

          Net Earnings

               The Company recorded third quarter 1996 net earnings of $6.0
          million or $.96 per share, compared to net earnings of $4.2
          million or $.70 per share for the third quarter of 1995.  Net
          earnings were $17.1 million or $2.72 per share for the nine
          months ended September 30, 1996 compared to $11.2 million or
          $1.90 per share in 1995.






                                          14<PAGE>





          Orders and Backlog

               Incoming orders for the third quarter of 1996 were $129.0
          million compared to $110 million in 1995, a 17 percent increase. 
          Incoming orders for the nine months ended September 30, 1996 were
          $382.9 million compared to $345.9 million for the same period in
          1996, an 11 percent increase.  The increase in orders is
          attributed to an increase in orders received by the Aerospace
          Products Division ($5.7 million for the quarter and $22.1 million
          for the nine month period) and orders received by Metalac,
          Flexmag and Swift Levick ($15.6 million for the quarter and $28.9
          million for the nine month period).  Partially offsetting these
          increases were a decrease in orders received for Unbrako Products
          sold in North America and Europe ($1.1 million for the quarter
          and $13.3 million for the nine month period) and the decrease in
          orders received for magnetic materials manufactured by the Arnold
          Engineering Company ($3.3 million for the quarter and $14.3
          million for the nine month period).  Backlog at September 30,
          1996 was $169.1 million, compared to $144.7 million on the same
          date a year ago and $136.5 million at December 31, 1995.

          Acquisitions

               In 1996, the Company increased its investment in the
          magnetic materials business of its materials segment by acquiring
          certain businesses to be combined with the Company's subsidiary, 
          The Arnold Engineering Co. (Arnold), a leading manufacturer of
          magnetic materials and components.  As discussed in Note 2 to the
          financial statements, the Company acquired all of the outstanding
          shares of Flexmag Industries, Inc. (Flexmag), a manufacturer of
          flexible bonded magnets, located in Marietta, Ohio and the assets
          and business of a related injection molded magnetics business
          located in Seneca, South Carolina, for $21 million on June 14,
          1996.  In 1995, these businesses had sales of approximately $18.8
          million.  This acquisition will further expand Arnold's product
          lines into markets that the Company believes have attractive
          growth potential.  As discussed in Note 2 to the financial
          statements, the Company acquired all of the outstanding shares of
          Swift Levick Magnets Ltd.(Swift Levick), located in Derbyshire,
          England for $18.1 million on July 3, 1996.  Swift Levick is a
          European manufacturer of permanent magnets with 1995 sales of
          approximately $20 million.  The acquisition of Swift Levick
          represents a significant opportunity for Arnold to expand sales
          into European markets.









                                          15<PAGE>
                                          





               As discussed in Note 8 to the financial statements, on
          October 8, 1996 the Company acquired 85 percent of the capital
          stock of Mecair Aerospace Industries, Inc., a manufacturer of
          aerospace fasteners, located in Pointe-Claire (Montreal), Quebec,
          Canada for approximately $8.2 million.  Mecair is a manufacturer
          of high strength fasteners and precision components for
          commercial and military aircraft and for land-based power
          generation systems with 1995 sales of approximately $5.6 million. 
          The acquisition of Mecair will augment the Company's efforts to
          increase aerospace fastener capacity.

          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 by, or used in 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 $14.7 million
          compared to the first nine months of 1995 primarily due to the
          $5.9 million improvement in net earnings and the $8.6 million
          decrease in the use of cash to increase working capital. 
          Consistent with the increase in sales and orders received in the
          first nine months of 1996, the Company reported higher levels of
          accounts receivable and inventory compared to the December 31,
          1995 condensed consolidated balance sheet.  The 1996 acquisitions
          of SSBW, Flexmag and Swift Levick also contributed to higher
          levels of working capital on the September 30, 1996 condensed
          consolidated balance sheet.

               The increase in cash used in investing activities is
          attributed to the 1996 payment for Flexmag ($20 million) and
          Swift Levick ($10.3 million) compared to the 1995 payments for
          the Elastic Stop Nut Division of Harvard Industries, Inc. ($5.7
          million) and the Company's increase in ownership interest in
          Unbrako K.K. ($1 million) and Metalac ($4.1 million). 
          Additionally, the Company spent $18.2 million for capital
          expenditures in the first nine months of 1996 compared to $14
          million in the same period of 1995.  The Company expects to
          invest $26 million in capital for the full year of 1996, as
          reported on Form 10-K for the year ended December 31, 1995.





                                          16<PAGE>





             
               The Company's total debt to equity ratio was 67 percent at
          September 30, 1996, compared to 44 percent at December 31, 1995. 
          Total debt was $112.1 million at September 30, 1996 and $64.7
          million at December 31, 1995.  As of September 30, 1996, under
          the terms of the existing credit agreements, the Company is
          permitted to incur an additional $40 million in debt.  As
          discussed in Note 4 to the financial statements, the Company
          completed a new long term Note Purchase Agreement in the amount
          of $85 million at an average fixed rate of 7.83 percent and an
          average maturity of 11 years.  Proceeds were used to reduce
          certain bank borrowings and existing long term debt and to fund
          recent acquisitions.








































                                          17<PAGE>





                       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, 1996.


































                                          18<PAGE>





                       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, 1996                 /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.





















                                          19<PAGE>





                       SPS TECHNOLOGIES, INC. AND SUBSIDIARIES

                                    EXHIBIT INDEX


                                                                  PAGE

          Exhibit 11 -   Computation of Earnings Per Share        
                              Statement                           21,22












































                                          20<PAGE>