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 March 31, 1999
                          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 May 3, 1999 was 12,683,968.


<PAGE>1


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

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

Item 1.  Financial Statements
		
        	Statements of Consolidated Operations -
        	Three Months Ended March 31, 1999 and 1998
        	(Unaudited)                                            

        	Consolidated Balance Sheets -
        	March 31, 1999 and December 31, 1998
	        (Unaudited)                                          

        	Condensed Statements of Consolidated Cash Flows -
        	Three Months Ended March 31, 1999 and 1998
        	(Unaudited)                                            

        	Consolidated Statements of Comprehensive Income - 
        	Three Months Ended March 31, 1999 and 1998
        	(Unaudited)                                            

        	Notes to Condensed Consolidated
        	Financial Statements                                


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


Item 3.  Quantitative and Qualitative Disclosures 
         About Market Risk                                     



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

Item 6.	Exhibits and Reports on Form 8-K                      


<PAGE>2


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


                                                   Three Months Ended        
                                                        March 31, 	
                                                ------------------------
                                                   1999          1998
                                                ----------    ----------
Net sales                                       $  202,475    $  179,865

Cost of goods sold                                 157,621       139,678 
                                                ----------    ---------- 
                               
Gross profit                                        44,854        40,187 

Selling, general and
 administrative expense                             21,185        20,455 
                                                ----------    ----------

Operating earnings                                  23,669        19,732 
                                                ----------    ----------

Other income (expense):
 Interest income                                       196           207 
 Interest expense                                   (3,334)       (2,580)
 Equity in earnings (loss)      
  of affiliates                                       (262)         (280)
 Minority interest                                     (26)         (212)
 Other, net                                            (73)         (127) 
                                                ----------    ----------
                                                    (3,499)       (2,992) 
                                                ----------    ----------

Earnings before income taxes                        20,170        16,740  

Provision for income taxes                           6,850         5,820 
                                                ----------    ---------- 

Net earnings                                    $   13,320    $   10,920 
                                                ==========    ==========

Earnings per common share:

  Basic                                         $     1.05    $     0.88 
                                                ==========    ==========

  Diluted                                       $     1.02    $     0.85 
                                                ==========    ==========


See accompanying notes to condensed consolidated financial statements.


<PAGE>3


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


                                              March 31,       December 31,
                                                1999              1998 
                                             ----------       -----------
Assets

Current assets
 Cash and cash equivalents                    $ 24,779          $  8,414
 Accounts and notes receivable,
  less allowance for doubtful
  receivables of $2,813 (1998-$2,960)          117,246           109,300
 Inventories                                   126,237           127,366
 Deferred income taxes                          20,018            20,494
 Prepaid expenses and other                      6,880             6,366 
                                             ----------        ----------
     Total current assets                      295,160           271,940
                                             ----------        ----------

Investments in affiliates                        1,771             2,033
Property, plant and equipment, net of
 accumulated depreciation of $145,328 
 (1998-$150,657)                               201,388           207,800
Other assets                                   120,113           125,462
                                             ----------        ----------

     Total assets                             $618,432          $607,235 
                                             ==========        ========== 


See accompanying notes to condensed consolidated financial statements.


<PAGE>4


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


                                              March 31,      December 31,
                                                1999             1998	     
                                             ----------      -----------        

Liabilities and shareholders' equity

Current liabilities
 Notes payable and current portion of
   long-term debt                             $ 17,125         $ 18,185
 Accounts payable                               59,648           51,777
 Accrued expenses                               56,508           62,062
 Income taxes payable                            8,855            5,889
                                              ---------        ---------
   Total current liabilities                   142,136          137,913
                                              ---------        ---------

Deferred income taxes                           21,670           21,176
Long-term debt                                 155,897          154,010
Retirement obligations                          25,998           25,605

Minority interest                                1,532            1,731


Share Preferred stock, par value $1 per share,
  authorized 400,000 shares, issued none
 Common stock, par value $0.50 per share,
  authorized 60,000,000 shares,
  issued 13,868,020 shares (13,812,138 
  shares in 1998)                                6,934            6,906
 Additional paid-in capital                    107,692          106,093
 Common stock in treasury, at cost,
  1,176,518 shares (1,119,008 shares 
  in 1998)                                     (15,195)         (12,943)
 Retained earnings                             191,281          177,961
 Accumulated other comprehensive income
  Minimum pension liability                     (2,025)          (2,025)
  Cumulative translation adjustments           (17,488)          (9,192)
                                              ---------        ---------
    Total shareholders' equity                 271,199          266,800
                                              ---------        ---------

       Total liabilities and              
        shareholders' equity                  $618,432         $607,235
                                              =========        =========


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)


                                                    Three Months Ended
                                                         March 31,	
                                                ------------------------
                                                   1999           1998
                                                ---------      ---------
                                                 
   Net cash provided by operating 
   activities (including depreciation
   and amortization of $8,773 in
   1999 and $6,934 in 1998)                      $ 20,089       $  8,090     

   Cash flows from investing activities
     Additions to property, plant and equipment    (7,168)       ( 7,740)
     Proceeds from sale of property, plant   
       and equipment                                  729            105 
     Acquisitions of businesses, net of 
       cash acquired                                             (10,174)
     Proceeds from sale of other assets             2,501              
                                                 ---------      --------- 

   Net cash used in investing activities           (3,938)       (17,809) 
                                                 ---------      ---------

   Cash flows from financing activities
     Proceeds from borrowings                      10,128         18,674
     Reduction of borrowings                       (7,899)       (11,709) 
     Purchases of treasury stock                   (1,682)          (971)
     Proceeds from exercise of stock options           53            471
                                                 ---------      ---------

   Net cash provided by financing activities          600          6,465
                                                 ---------      ---------

   Effect of exchange rate changes on cash           (386)            99
                                                 ---------      ---------
        
   Net increase (decrease) in cash and cash 
     equivalents                                   16,365         (3,155)

   Cash and cash equivalents at
     beginning of period                            8,414         18,659 
                                                 ---------      ---------
 
   Cash and cash equivalents at 
     end of period                               $ 24,779       $ 15,504 
                                                =========       =========


   Significant noncash investing and
   financing activities
     Debt assumed with businesses acquired                      $  5,000 
     Acquisition of treasury shares for
       stock options exercised                   $    570               


See accompanying notes to condensed consolidated financial statements.


<PAGE>6


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




                                                  Three Months Ended
                                                       March 31,	  
                                                 --------------------    
                                                   1999        1998    
                                                 --------    --------

Net earnings                                     $13,320     $10,920   

Other comprehensive 
 income(expense):
   Foreign currency 
    translation adjustments                       (8,296)     (1,683) 
                                                 --------    --------

Total comprehensive income                       $ 5,024     $ 9,237  
                                                 ========    ======== 


See accompanying notes to condensed consolidated financial statements.


<PAGE>7


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

1. Financial Statements

       	In the opinion of the Company's management, the accompanying 
   unaudited, condensed consolidated financial statements contain all 
   adjustments necessary to present fairly the financial position as of 
   March 31, 1999, the results of operations for the three month periods 
   ended March 31, 1999 and 1998, and cash flows for the three month 
   periods ended March 31, 1999 and 1998.  The December 31, 1998 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 1998 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 October 28, 1998 the Company acquired all of the outstanding 
   shares of Chevron Aerospace Group Limited (Chevron) based in Wilford, 
   Nottingham, England for approximately $54,900.  Chevron is a 
   manufacturer of aircraft structural assemblies, precision machined 
   components, avionic panels, wiring harnesses and turbine lockplates.  
   The excess of the purchase price over the fair values of the net assets 
   acquired was approximately $34,700 and has been recorded as goodwill, 
   which is being amortized on a straight-line basis over 40 years.
 
        On July 31, 1998, the Company acquired all of the outstanding 
   shares of Nevada Bolt & Mfg. Co. doing business as Non-Ferrous Bolt & 
   Mfg. Co. (Non-Ferrous), a manufacturer of non-standard, hot-forged 
   bolts and nuts from stainless steel and specialty alloy materials, 
   located in Las Vegas, Nevada for $11,900.  Approximately $8,800 was 
   paid with 203,935 shares of common stock from treasury and the 
   remainder in debt assumed by the Company.  The excess of the purchase 
   price over the fair values of the net assets acquired was approximately 
   $5,800 and has been recorded as goodwill, which is being amortized on a 
   straight-line basis over 40 years.


<PAGE>8


       	On June 30, 1998, the Company acquired the operating assets of 
   Howell Penncraft, Inc. (Penncraft), a manufacturer of high-speed tool 
   steel and carbide products used in metal forming, located in Howell, 
   Michigan, for $3,500.  The purchase price approximated the fair value 
   of the net assets acquired.
 
       	On June 30, 1998, the Company acquired all of the outstanding 
   shares of Terry Machine Company (Terry), a manufacturer of specialty 
   cold headed fasteners for the automotive industry, located in 
   Waterford, Michigan, for $22,100.  The excess of the purchase price 
   over the fair values of the net assets acquired was approximately 
   $8,500 and has been recorded as goodwill, which is being amortized on a 
   straight-line basis over 40 years.

       	On March 23, 1998, the Company acquired all of the outstanding 
   shares of Greenville Metals, Inc. (Greenville), a manufacturer of 
   specialty metals and alloys, located in Transfer, Pennsylvania, for 
   $15,900.  The excess of the purchase price over the fair values of the 
   net assets acquired was approximately $7,800 and has been recorded as 
   goodwill, which is being amortized on a straight-line basis over 40 
   years.
	
       	The following unaudited pro forma consolidated results of 
   operations are presented as if the Chevron, Non-Ferrous, Penncraft, 
   Terry and Greenville acquisitions had been made at the beginning of the 
   periods presented. 
 
                                      Three Months Ended
                                           March 31,   	
                                     ---------------------
                                       1999         1998
                                     --------     --------

   	Net sales                     $202,475     $212,726  
   	Net earnings                    13,320       10,045  
   	Basic earnings     
   	  per common share                1.05          .80
   	Diluted earnings 
   	  per common share                1.02          .77   

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


<PAGE>9


3. Inventories

                               March 31,         December 31,
                                 1999               1998 
                               ---------         ----------- 
    Finished goods             $ 51,276           $ 53,748
    Work-in-process              40,666             39,192
    Raw materials
      and supplies               28,393             28,412
    Tools                         5,902              6,014 
                               ---------          ---------

                               $126,237           $127,366
                               =========          =========      

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 March 31, 1999, the accrued 
   liability for environmental remediation represents management's best 
   estimate of the undiscounted costs related to environmental remediation 
   which are considered probable and can be reasonably estimated.  
   Management believes the overall costs of environmental remediation will 
   be incurred over an extended period of time. The Company has not 
   included any insurance recovery in the accrued environmental liability. 
   The measurement of the liability is evaluated quarterly based on 
   currently available information.  As the scope of the Company's 
   environmental liability becomes more clearly defined, it is possible 
   that additional reserves may be necessary.  Accordingly, it is possible 
   that the Company's results of operations in future quarterly or annual 
   periods could be materially affected.  Management does not anticipate 
   that its consolidated financial condition will be materially affected 
   by environmental remediation costs in excess of amounts accrued.

5. Per Share Data

       	Basic earnings per common share is calculated using the average 
   shares of common stock outstanding, while diluted earnings per common 
   share reflects the potential dilution that could occur if stock options 
   were exercised.  Earnings per common shares are computed as follows:

 
<PAGE>10


                                                  Three Months Ended
                                                        March 31,  	 
                                              ---------------------------
                                                  1999            1998 
                                              -----------     -----------

   Net earnings                               $    13,320     $    10,920 
                                              ===========     ===========

   Average shares of common stock 
     outstanding used to compute basic 
     earnings per common share                 12,692,143      12,369,949 

   Additional common shares to be 
     issued assuming exercise of stock
     options, net of shares assumed 
     reacquired                                   376,219         483,232  
                                              -----------     -----------

   Shares used to compute dilutive
     effect of stock options                   13,068,362      12,853,181  
                                              ===========     ===========
                                              
   Basic earnings per common share                  $1.05           $0.88     
                                                    =====           =====

   Diluted earnings per common share                $1.02           $0.85   
                                                    =====           =====
 
6. Segment Information

        The Company has five reportable segments:  Fasteners, Specialty 
   Materials and Alloys, Magnetic Materials, Aerospace Structures and 
   Precision Tools.  The Fasteners segment consists of three business 
   groups which produce fasteners for the aerospace, automotive and 
   industrial machinery markets.  The Specialty Materials and Alloys 
   segment produces specialty metals, superalloys and ceramic cores for 
   aerospace, industrial gas turbine and medical applications.  The 
   Magnetic Materials segment produces magnetic materials and products 
   used in automotive, aerospace, reprographic, computer and advertising 
   specialty markets.  The Aerospace Structures segment produces 
   structural assemblies for the aerospace market and the Precision Tool 
   segment produces precision consumable tools used for metal forming and 
   cutting.


<PAGE>11


                                                  Three Months Ended
                                                        March 31,  	 
                                               -----------------------         
                                                 1999           1998  
                                               --------       --------  


Net Sales:
     Fasteners                                 $116,905       $107,194
     Specialty Materials and Alloys              29,439         26,540
     Magnetic Materials                          35,142         40,283
     Aerospace Structures                        12,721
     Precision Tools                             10,431          7,950
     Intersegment                                (2,163)        (2,102)
                                               --------       --------

     Total Net Sales                           $202,475       $179,865
                                               ========       ========

Operating Earnings:
     Fasteners                                 $ 16,272       $ 12,868
     Specialty Materials and Alloys               4,292          3,845
     Magnetic Materials                           4,000          4,923
     Aerospace Structures                           997
     Precision Tools                                858            746
     Unallocated Corporate Costs                 (2,750)        (2,650)
                                               --------       --------

     Total Operating Earnings                  $ 23,669       $ 19,732
                                               ========       ========

7. Recently Issued Accounting Standards

       	In June 1998, the Financial Accounting Standards Board issued 
   Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting 
   for Derivative Instruments and Hedging Activities."  This Statement 
   requires that all derivative instruments be recorded on the balance 
   sheet at their fair value.  Changes in the fair value of derivatives 
   are recorded each period in current earnings or other comprehensive 
   income, depending on the use of the derivative and whether it qualifies 
   for hedge accounting.  This Statement is effective for all interim 
   period financial statements for fiscal years beginning after June 15, 
   1999.  The Company will adopt SFAS No. 133 in the first quarter of 
   2000.  The Company anticipates that, due to its limited use of 
   derivative instruments, the adoption of SFAS No. 133 will not have a 
   material effect on the Company's results of operations or its financial 
   position.


<PAGE>12


                 SPS TECHNOLOGIES, INC. AND SUBSIDIARIES


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


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

    Net sales, net earnings and net cash provided by operating activities 
improved in the first quarter of 1999 compared to the same quarter in 1998.  
With the inclusion of business acquired in 1998, all business groups within 
the Company's five segments contributed to the improvement in operating 
results except for the Industrial Fasteners Group (IFG) and Magnetic 
Materials Group (MMG).  IFG and MMG had lower earnings due to the soft 
demand for their products in the North American and European industrial 
manufacturing markets.

Net Sales
---------

    Net sales increased $22.6 million, or 12.6 percent, compared to the 
first quarter of 1998 and increased $25.3 million, or 14.3 percent, 
compared to the fourth quarter of 1998.  Sales from businesses acquired in 
1998 increased total Company first quarter 1999 sales by $32.4 million 
compared to the first quarter of 1998 and $3.7 million compared to the 
fourth quarter of 1998.

    Fastener segment sales increased $9.7 million, or 9.1 percent, compared 
to the first quarter of 1998.  Aerospace fastener sales of $66.8 million in 
the first quarter of 1999 represents a $4.4 million, or 7.1 percent, 
increase from the first quarter of 1998 and a $12.3 million, or 22.6 
percent, increase from the fourth quarter of 1998.  This increase is 
primarily attributable to increasing demand for aerospace products in 
Europe associated with new aircraft builds.  Aerospace sales in North 
America for aircraft and engine maintenance programs remained strong in the 
first quarter of 1999, when compared with both the first and fourth 
quarters of 1998. 

    Sales of automotive and industrial fasteners by Terry Machine Company 
and Non-Ferrous Bolt & Mfg. Co. (two companies acquired after the first 
quarter of 1998) increased Fasteners segment sales by $13.8 million 
compared to the first quarter of 1998.  Excluding the sales from these 
acquired businesses, the Compand industrial fastener sales 
decreased $8.5 million, or 19.0 percent.  The devaluation of the Brazilian 
Real, overall weakness of the Brazilian economy, downsizing of the 
Company's automotive manufacturing operation in Coventry, England and 
decreased demand for Unbrako fasteners manufactured in North America and 
Europe contributed to this decrease.


<PAGE>13


    Specialty Materials and Alloy segment sales of $29.4 million for the 
first quarter of 1999 was an increase of $2.9 million, or 10.9 percent from 
the first quarter of 1998.  This segment continues to benefit from strong 
demand from the aerospace and industrial gas turbine markets, however, net 
sales values for the first quarter were negatively impacted by soft raw 
material prices and weak demand for stainless steel products.  Greenville 
Metals, Inc. (a business acquired on March 23, 1998) increased sales in 
this segment by $3.8 million.

    The Magnetic Materials segment sales decreased $5.1 million, or 12.8 
percent compared with the first quarter of 1998.  The sales decline is 
attributed to sluggish conditions in the United States and European 
industrial manufacturing markets, soft automotive manufacturing demand in 
England and decreases in certain base metal prices.  Partially offsetting 
these declines were strong demand from the personal computer, 
telecommunications and United States automotive markets.

    Sales increases in the Aerospace Structures and Precision Tools 
segments are the result of 1998 acquisitions.  The acquisition of the 
Chevron Aerospace Group (Chevron) on October 28, 1998 marked the Company's 
expansion into the production of aerospace structural components.  Howell 
Penncraft, Inc. (Penncraft) acquired on June 30, 1998 added $2.1 million of 
sales to the Precision Tools segment in the first quarter of 1999.

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

    Operating earnings of the fasteners segment improved significantly from 
$12.9 million, or 12.0 percent of sales, for the three months ended March 
31, 1998, to $16.3 million, or 13.9 percent of sales, for the three months 
ended March 31, 1999.  The improvement in earnings is due to increased 
sales of aerospace fasteners, the earnings contribution from Terry Machine 
Co. (acquired on June 30, 1998) and improved operating efficiencies in 
certain fastener businesses as a result of capital investment and the 
continual advancement of lean manufacturing techniques.  The Company's 
focus on reducing machine set-up times, streamlining product flow, 
improving preventive maintenance and reducing paperwork have resulted in 
lower manufacturing and administrative cost.  Further implementation of 
lean manufacturing techniques are planned for 1999.

    Operating earnings of the Magnetic Materials segment declined from $4.9 
million, or 12.2 percent of sales, in the first quarter of 1998 to $4.0 
million, or 11.4 percent of sales, in the first quarter of 1999.  The 
decline in earnings performance is attributed primarily to the lower sales 
volume discussed above.  Certain facilities in this segment have instituted 
shorter weekly work hours and other cost reduction programs in response to 
the lower volume of sales.

    The 1999 operating earnings from Greenville Metals, Inc. (Specialty 
Materials and Alloy segment), Chevron (Aerospace Structures segment) and 
Penncraft (Precision Tools segment), three businesses acquired after March 


<PAGE>14


22, 1998, are the primary reason for the increased operating earnings in 
their respective segments.  These businesses are expected to continue to 
make positive contributions to operating results in 1999.  The Company also 
expects to realize additional benefits from operational synergies between 
these acquired businesses and the more established Company operations.

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

    Due to higher levels of debt, interest expense increased from $2.6 
million in the first quarter of 1998 to $3.3 million in the first quarter 
of 1999.  The $262 thousand loss in equity in earnings of affiliates is the 
result of losses associated with the Company's affiliates in China and 
India.  

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

    Incoming orders for the first quarter of 1999 increased 14.8 percent to 
$204.8 million compared to the fourth quarter of 1998.  A 32 percent 
increase in orders for aerospace fasteners and strong orders for aerospace 
structural components produced by Chevron Aerospace contributed to this 
improvement in incoming orders.

    Excluding the $36.8 million of incoming orders for businesses acquired 
after March 22, 1998, the Company's incoming orders for the first quarter 
of 1999 decreased $15.7 million, or 8.5 percent, compared to the first 
quarter of 1998.  Fasteners segment incoming orders account for the 
majority of this decline, with Aerospace ($3.5 million), Automotive ($8.1 
million) and Industrial ($4.8 million) orders all lower than the same 
period a year ago.  The backlog of orders, which represent firm orders with 
delivery scheduled within 12 months, at March 31, 1999 was $289.9 million, 
compared to $258.2 million on the same date a year ago and $296.1 million 
at December 31, 1998.

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 $12.0 million compared to the first three months of 
1998 due primarily to the improvement in net earnings ($2.4 million), 
higher non-cash charges of depreciation and amortization ($1.8 million) and 
a decrease in cash used to fund working capital ($6.5 million). 


<PAGE>15


    The decrease in cash used in investing activities is attributed to the 
1998 payment for the acquisition of Greenville Metals, Inc. ($9.7 million).  
The Company spent $7.2 million for capital expenditures in the first three 
months of 1999 and has budgeted $38.0 million for the full year of 1999, as 
reported on Form 10-K for the year ended December 31, 1998.

    The Company's total debt to equity ratio was 64 percent at March 31, 
1999, compared to 65 percent at December 31, 1998.  Total debt was $173.0 
million at March 31, 1999 and $172.2 million at December 31, 1998. As of 
March 31, 1999, under the terms of the existing credit agreements, the 
Company is permitted to incur an additional $99.2 million in debt. 

Year 2000 Readiness Disclosures
-------------------------------

    The following statements include "Year 2000 Readiness Disclosure" 
within the meaning of the Year 2000 Information and Readiness Disclosure 
Act of 1998.  The Company is identifying, evaluating and implementing 
changes to computer systems and applications necessary to achieve a year 
2000 (Y2K) date conversion with no material effect on customers or 
disruption to business operations.  These actions are necessary to ensure 
that information technology (IT) and non-IT systems and applications will 
recognize and process the year 2000 and beyond.  Major areas of potential 
business impact have been identified and conversion efforts are underway.  
All mainframe based IT systems have been assessed, plans have been put into 
place and required Y2K conversion of these computer programs was 
substantially completed in April 1999.  The process of assessing the 
various PC and LAN based IT systems and non-IT systems is substantially 
complete.  The Company has converted and tested many of these systems and 
expects that the balance of testing and any necessary remediation will be 
completed by September 30, 1999.  The Company is communicating with 
suppliers, customers, financial institutions and others  it does business 
with to coordinate Y2K conversion.  The Company has not completed its 
assessment and evaluation of the state of readiness of its customers and 
vendors, although major customers have requested from the Company 
information regarding its Y2K readiness and certain key suppliers have 
confirmed their own internal Y2K readiness. 

    The cost specifically associated with addressing Y2K issues incurred in 
the first quarter of 1999 were capitalizable costs of $600 thousand and 
costs expensed as incurred of $200 thousand.  The Company's cost to 
complete its Y2K readiness actions is estimated to be additional 
capitalizable cost of $1.1 million and cost expensed as incurred of $400 
thousand.  Costs expensed as incurred include the cost of resources within 
the Company and external resources which have been directed toward Y2K 
activities.  Total Y2K readiness costs are estimated to be $3.9 million.

    The most reasonably likely worst case Y2K scenario would be the failure 
of either the Company or a third party to correct a material Y2K problem 
that would cause an interruption in, or failure of, normal business 


<PAGE>16


activities or operations.  In the event that the worst case scenario 
occurs, the impact of the Company's financial position or results of 
operations cannot be estimated.  While the Company believes that all 
internal IT and non-IT systems will be converted prior to January 1, 2000, 
the Company is in the process of generating contingency plans and 
identifying additional actions which would be implemented in the event of 
Y2K failure, including but not limited to:  utilization of outside (third-
party) mainframe processing resources, identifying backup capacity within 
the operating groups, development of manual procedures to process critical 
transactions and other appropriate measures.  To the extent that the 
Company experiences a Y2K failure related to a third party's lack of 
readiness, alternate sources of supply are being identified, however, 
certain resources are not easily replaceable and there are limited 
contingency planning options for such resources.  At this time, the Company 
has not identified a Y2K problem that it believes cannot be remediated 
prior to it having a material impact on operations.  The Company will 
continue to assess the readiness of its own systems and, if a problem is 
identified that cannot be remediated in the appropriate time period, a 
specific plan to address that issue will be developed.

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

    Certain statements in Management's Discussion and Analysis of Financial 
Condition and Results of Operations contain "forward-looking" information, 
within the meaning of the Private Securities Litigation Reform Act of 1995, 
that involve risk and uncertainty.  The Company's expectations of positive 
contributions to operating results in 1999 by businesses acquired in 1998, 
future benefits from operational synergies with newly acquired companies 
and completing the Y2K date conversion with no material adverse effect on 
operations and at no material cost to the Company's results of operations 
are "forward-looking" statements contained in Management's Discussion and 
Analysis of Financial Condition and Results of Operations.  Actual future 
results may differ materially depending on a variety of factors, such as:  
the effects of competition on products and pricing, customer satisfaction 
and qualification issues, labor disputes, worldwide political and economic 
stability and changes in fiscal policies, laws and regulations on a 
national and international basis.  The Company undertakes no obligation to 
publicly release any forward-looking information to reflect anticipated  or 
unanticipated events or circumstances after the date of this document.


<PAGE>17


                 SPS TECHNOLOGIES, INC AND SUBSIDIARIES


Item 3.  Quantitative and Qualitative Disclosures about Market Risk
-------------------------------------------------------------------

    The Company's primary market risk exposures are foreign currency exchange 
rate and interest rate risk.  Fluctuations in foreign currency exchange rates 
affect the Company's results of operations and financial position.  As 
discussed in Note 1 to the financial statements on Form 10-K for the year 
ended December 31, 1998, the Company uses forward exchange contracts and one 
currency swap agreement to minimize exposure and reduce risk from exchange 
rate fluctuations affecting the results of operation.  Because the largest 
portion of the Company's foreign operations are located in countries with 
relatively stable currencies, namely, England, Ireland and Canada, the foreign 
currency exchange rate risk to the Company's financial position is not 
material.  However, the Company has expanded into Brazil, China and other 
foreign countries which has increased its exposure to foreign currency 
fluctuations.  Fluctuations in interest rates primarily affect the Company's 
results of operations.  Because a majority of the Company's debt is in fixed 
rate obligations (as disclosed in Note 9 to the financial statements on Form 
10-K for the year ended December 31, 1998), the Company has effectively 
limited its interest expense exposure to fluctuation in interest rates.

    A description of the Company's financial instruments is provided in Notes 
1 and 16 to the financial statements on Form 10-K for the year ended December 
31, 1998.  Assuming an instantaneous 10 percent strengthening of the United 
States dollar versus foreign currencies for which forward exchange contracts 
and currency rate swap agreements existed and a 10 percent change in interest 
rate on the Company's debt had all occurred on March 31, 1999, the Company's 
results of operations, cash flow and financial position would not have been 
materially affected.


<PAGE>18


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

                                 PART II
                                 ------- 

                            OTHER INFORMATION
                            -----------------

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

(a) Exhibits
       27   Financial Data Schedule

(b) No reports on Form 8-K were filed during the quarter ended March 31, 
    1999.


<PAGE>19


                 SPS TECHNOLOGIES, INC. AND SUBSIDIARIES

                                SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the 
registrant has duly caused this report to be signed on its behalf by the 
undersigned thereunto duly authorized.





                                     	SPS TECHNOLOGIES, INC.  
                                        ----------------------
                                     	(Registrant)





Date:  May 4, 1999                   	William M. Shockley   
                                        -------------------         
                                     	William M. Shockley
                                     	Vice President, 
                                     	Chief Financial Officer 





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

<PAGE>20


                                EXHIBIT INDEX





27   	Financial Data Schedule.


<PAGE>21
 

 
 
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