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, 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 November 1, 1999 was 12,595,996.

<PAGE>1

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


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

Item 1.  Financial Statements


               Statements of Consolidated Operations -
               Three and Nine Months Ended September 30, 1999
               and 1998 (Unaudited)


               Consolidated Balance Sheets -
               September 30, 1999 and December 31, 1998
               (Unaudited)


               Condensed Statements of Consolidated Cash Flows -
               Nine Months Ended September 30, 1999 and 1998
               (Unaudited)


               Consolidated Statements of Comprehensive Income -
               Three and Nine Months Ended September 30, 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 5.  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     Nine Months Ended
                               September 30,         September 30,
                            ------------------      -----------------
                              1999      1998         1999      1998
                            --------  --------     --------  --------
Net sales                   $195,728  $184,440     $592,763  $539,454

Cost of good sold            153,932   143,432      463,345   416,486
                            --------  --------     --------  --------

Gross Profit                  41,796    41,008      129,418   122,968

Selling, general and
 Administrative expense       19,940    21,926       59,365    63,285
                            --------  --------     --------  --------

Operating earnings            21,856    19,082       70,053    59,683
                            --------  --------     --------  --------
Other income (expense):
  Interest income                183       157          661       709
  Interest expense            (3,919)   (2,539)     (10,523)   (7,680)
  Equity in losses
   of affiliates                   0      (545)      (2,032)   (1,328)
  Minority interest              (95)      (64)        (197)     (486)
  Other, net                     (15)     (116)        (112)     (563)
                            ---------  --------     --------  --------
                              (3,846)   (3,107)     (12,203)   (9,348)
                            ---------  --------     --------  --------

Earnings before income taxes  18,010    15,975       57,850    50,335

Provision for income taxes     5,700     4,950       19,210    16,670
                            --------  --------     --------  --------

Net earnings                $ 12,310  $ 11,025     $ 38,640  $ 33,665
                            ========  ========     ========  ========

Earnings per common share:
  Basic                     $   0.97  $   0.87     $   3.05  $   2.69
                            ========  ========     ========  ========

  Diluted                   $   0.95  $   0.84     $   2.97  $   2.59
                            ========  ========     ========  ========




See accompanying notes to condensed consolidated financial statements.

<PAGE>3



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




                               	        September 30,    December 31,
                                            1999            1998
                                        -------------    ------------
Assets

Current assets
 Cash and cash equivalents                 $  10,801       $   8,414
 Accounts and notes receivable,
  less allowance for doubtful
  receivables of $2,951 (1998-$2,960)        126,518         109,300
 Inventories                                 140,752         127,366
 Deferred income taxes                        20,084          20,494
 Prepaid expenses and other                    7,201           6,366
                                           ---------       ---------
     Total current assets                    305,356         271,940
                                           ---------       ---------

Property, plant and equipment, net of
 accumulated depreciation of $152,973
 (1998-$150,657)                             216,063         207,800
Other assets                                 147,046         127,495
                                           ---------       ---------

     Total assets                          $ 668,465       $ 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)


                                        September 30,     December 31,
                                            1999             1998
                                        -------------     ------------

Liabilities and shareholders' equity

Current liabilities
 Notes payable and current portion of
   long-term debt                         $  14,582        $  18,185
 Accounts payable                            59,787           51,777
 Accrued expenses                            56,867           62,062
 Income taxes payable                         9,547            5,889
                                          ---------        ---------
   Total current liabilities                140,783          137,913
                                          ---------        ---------
Deferred income taxes                        22,528           21,176
Long-term debt                              182,157          154,010
Retirement obligations and other
  long term liabilities                      27,356           25,605
Minority interest                             1,591            1,731

Shareholders' equity
 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 13,957,432 shares (13,812,138
  shares in 1998)                             6,979           6,906
 Additional paid-in capital                 109,569         106,093
Common stock in treasury, at cost,
  1,311,736 shares (1,119,008 shares in     (20,675)        (12,943)
  1998)
  Retained earnings                         216,601         177,961
Accumulated other comprehensive income
  Minimum pension liability                  (2,025)         (2,025)
  Cumulative translation adjustments        (16,399)         (9,192)
                                          ----------      ----------
    Total shareholders' equity              294,050         266,800
                                          ----------      ----------
      Total liabilities and
       shareholders' equity               $ 668,465       $ 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)

                                               	  Nine Months Ended
                                                    September 30,
                                                ---------------------
                                                   1999        1998
                                                ---------   ---------

Net cash provided by operating
activities (including depreciation
and amortization of $25,809 in
1999 and $22,161 in 1998)                       $ 42,602    $ 56,480
                                                --------    --------

Cash flows provided by (used in)
investing activities:
  Additions to property, plant and equi pment    (27,915)     (19,631)
  Proceeds from sale of property, plant
    and equipment                                  7,675          291
  Acquisitions of businesses, net of cash
    acquired                                     (28,537)     (25,132)
  Proceeds from sale of other assets               2,501            0
                                                ---------    ---------

Net cash used in investing activities            (46,276)     (44,472)
                                                ---------    ---------

Cash flows provided by (used in) financing
activities:
  Proceeds from borrowings                        95,767       35,372
  Reduction of borrowings                        (84,460)     (42,048)
  Purchases of treasury stock                     (5,502)      (3,579)
  Proceeds from exercise of stock options            730        1,450
                                                ---------    ---------

Net cash used by financing activities              6,535       (8,805)
                                                ---------    ---------

Effect of exchange rate changes on cash             (474)         108
                                                ---------    ---------

Net increase in cash and cash
  equivalents                                      2,387        3,311

Cash and cash equivalents at
  beginning of period                              8,414       18,659
                                                ---------    ---------

Cash and cash equivalents at
  end of period	                                $ 10,801     $ 21,970
                                                =========    =========

Significant noncash investing
and financing activities:
  Issuance of treasury shares for
    business acquired                           $      0     $  8,828
  Debt assumed with businesses acquired         $ 15,060     $ 24,838
  Acquisition of treasury shares through
    stock options exercised                     $  1,076     $  1,778


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      Nine Months Ended
                                September 30,          September 30,
                            --------------------   --------------------
                               1999       1998        1999       1998
                            ---------  ---------   ---------  ---------

Net earnings                $ 12,310   $ 11,025    $ 38,640   $ 33,665

Other comprehensive
 income (expense):
   Foreign currency
    translation adjustments    2,461      3,230      (7,207)       782
                            ---------  ---------   ---------  ---------

Total comprehensive income  $ 14,771   $ 14,255    $ 31,433   $ 34,447
                            =========  =========   =========  =========





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 September 30, 1999, the results of operations for
   the three and nine month periods ended September 30, 1999 and
   1998, and cash flows for the nine month periods ended September
   30, 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 June 30, 1999 the Company acquired all of the outstanding
   shares of National Set Screw Corporation, doing business as NSS
   Technologies, Inc. (NSS), based in Plymouth, Michigan for
   approximately $43,600.  NSS manufactures highly specialized,
   cold-formed steel components for the automotive, heavy truck,
   mining/road construction and waterworks industries.  The excess
   of the purchase price over the fair values of the net assets
   acquired was approximately $24,800 and has been recorded as
   goodwill, which is being amortized on a straight-line basis over
   40 years.

     	  In 1998, the Company acquired four businesses in the Precision
   Fasteners and Components Segment and one business in the
   Specialty Materials and Alloy Segment for an aggregate purchase
   price of $108,300.  Approximately $8,800 of the aggregate
   purchase price was paid with 203,935 shares of common stock from
   treasury and the remainder in cash and debt assumed by the
   Company.  The excess of purchase price over the estimated fair
   values of the net assets acquired, in the amount of $56,800 in
   1998, has been recorded as goodwill and is being amortized on a
   straight-line basis over 40 years.

<PAGE>8

        The following unaudited pro forma consolidated results of
   operations are presented as if the acquisitions discussed above
   had been made at the beginning of the periods presented.

                                  Nine Months Ended
                                    September 30,
                                 -------------------
                                   1999       1998
                                 --------   --------

Net sales                        $622,546   $649,335
Net earnings                       38,981     30,433
Basic earnings
 per common share                    3.08       2.40
Diluted earnings
 per common share                    3.00       2.31


       	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.

3.	Inventories

                                September 30,    December 31,
                                    1999            1998
                               -------------    ------------
  Finished goods                  $   53,196      $   53,748
  Work-in-process                     45,756          39,192
  Raw materials
    and supplies                      34,833          28,412
  Tools                                6,967           6,014
                                -------------   -------------

                                  $  140,752     $   127,366
                                =============   =============

        The September 30, 1999 inventory balances include inventories in
   the amount of $12,100 for NSS, a business acquired on June 30,
   1999.


4. Long-Term Debt

        On August 4, 1999, the Company entered into a long-term Note
   Purchase Agreement with five insurance companies for $80,000 at
   fixed interest rates of 7.75 percent to 7.85 percent.  The
   Company received $50,000 of the debt proceeds on August 4, 1999
   and the balance of the proceeds of $30,000 was received in
   October 1999.  Of the total proceeds, $50,000 is due in annual
   installments from August 1, 2004 to August 1, 2014 and $30,000 is
   due on August 1, 2009.  Effective August 4, 1999, the Company
   also amended the 1996 long-term Note Purchase Agreement to
   include the same restrictive covenants as the 1999 long-term Note
   Purchase Agreement.

<PAGE> 9

        The Company is subject to a number of restrictive covenants under
   its various debt agreements. As of September 30, 1999, the
   following are the most significant covenants in place under the
   Company's debt agreements:  maintenance of a consolidated debt-
   to-total capitalization (shareholder's equity plus total debt)
   ratio of not more than 55 percent and maintenance of a minimum
   consolidated net worth of at least $200,000 plus 50 percent of
   adjustable consolidated net income for quarters ended after
   December 31, 1998.  Under these covenants, restricted payments,
   which include all dividends and purchases or retirements of
   capital stock, paid by the Company may not exceed $40,000 plus 50
   percent of consolidated net income (or minus 100 percent of the
   consolidated net loss) from January 1, 1999 to the date of the
   restricted payment.  Certain of the Company's debt agreements
   contain cross default and cross acceleration provisions.  At
   September 30, 1999, the Company was in compliance with all
   covenants. As of September 30, 1999, under the terms of the
   existing credit agreements, the Company is permitted to incur an
   additional $162,600 in debt.


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,
   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.


6. 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
   outstanding stock options were exercised.  Earnings per common
   shares are computed as follows:

<PAGE> 10

                    Three Months Ended         Nine Months Ended
                       September 30,             September 30,
                   --------------------       --------------------
                      1999       1998            1999       1998
                   =========  =========       =========  =========

Net earnings       $  12,310  $  11,025       $  38,640  $  33,665
                   =========  =========       =========  =========

Average shares of
  common stock
  outstanding used
  to compute basic
  earnings per
  common share    12,643,726  12,647,054     12,674,701  12,499,041

Additional common
  shares to be
  issued assuming
  exercise of stock
  options, net of
  shares assumed
  reacquired         280,244     455,523        322,760     488,899
                   ---------   ---------      ---------   ---------

Shares used to
  compute dilutive
  effect of stock
  options         12,923,970  13,102,577     12,997,461  12,987,940
                  ==========  ==========     ==========  ==========

Basic earnings per
  common share         $0.97       $0.87          $3.05       $2.69
                       =====       =====          =====       =====

Diluted earnings per
  common share         $0.95       $0.84          $2.97       $2.59
                       =====       =====          =====       =====


7. Segment Information

        The Company has three reportable segments:  Precision Fasteners
   and Components, Specialty Materials and Alloys and Magnetic
   Products. The Precision Fasteners and Components segment consists
   of business units which produce precision fasteners, components
   and consumable tools 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, medical and other general
   industrial applications.  The Magnetic Products segment produces
   magnetic materials and products used in automotive,
   telecommunications, aerospace, reprographic, computer and
   advertising specialty applications.

<PAGE>11

     Sales and Operating Earnings by Segment

     (Unaudited-Thousands of dollars)


                       Three Months Ended     Nine Months Ended
                          September 30,         September 30,
                      --------------------   -------------------
                         1999       1998       1999      1998
                      ---------  ---------   --------  --------
Net sales:
  Precision Fasteners
    and Components     $135,018   $120,561   $405,932  $343,965
  Specialty Materials
    and Alloys           26,184     30,083     82,513    86,199
  Magnetic Products      34,526     33,796    104,318   109,290
                      ---------  ---------   --------  --------
  Total Net Sales      $195,728   $184,440   $592,763  $539,454
                       ========  =========   ========  ========

Operating earnings:
  Precision Fasteners
    and Components     $ 16,467   $ 13,361   $ 53,724   $ 41,804
  Specialty Materials
    and Alloys            3,289      4,002     11,085     11,943
  Magnetic Products       4,660      4,249     13,004     13,851
  Unallocated
    Corporate Costs      (2,560)    (2,530)    (7,760)    (7,915)
                       ---------  ---------  ---------  ---------
  Total Operating
    Earnings           $ 21,856    $ 19,082   $ 70,053   $ 59,683
                       =========   =========  ========   ========


8. Recently Issued Accounting Standards

       	In June 1998, the Financial Accounting Standards Board (FASB)
   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 treatment.  Originally, this statement was effective
   for all interim period financial statements for fiscal years
   beginning after June 15, 1999.  However, in July 1999, the FASB
   issued SFAS No. 137, which delayed the effective date of SFAS No.
   133 for one year to fiscal years beginning after June 15, 2000.
   The Company will adopt SFAS No. 133 in the first quarter of 2001.
   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 and net earnings improved in 1999 compared to the
   corresponding periods in the prior year.  This improvement was
   primarily due to the impact of businesses acquired in 1999 and 1998.
   Certain businesses had lower earnings due to the soft demand for their
   products in the North American and European industrial manufacturing
   markets.  The Company completed one acquisition in 1999 which expands
   the range of products offered to the automotive market.

    Net Sales
    ---------

       	Net sales increased $11.3 million, or 6.1 percent, in the third
   quarter of 1999 and $53.3 million, or 9.9 percent, for the nine month
   period ended September 30, 1999 compared to the same periods in 1998.

        The increase in sales of the Precision Fasteners and Components
   segment is primarily attributable to the impact of businesses acquired
   in 1999 and 1998.  Sales by those businesses (NSS Technologies,
   Chevron Aerospace Group Limited, Terry Machine Company, Non-Ferrous
   Bolt & Mfg. Co. and Howell Penncraft, Inc.) increased segment sales by
   $31.0 million in the third quarter of 1999 and $90.8 million for the
   nine months ended September 30, 1999.  Chevron Aerospace continues to
   benefit from improved demand for its aerospace products in Europe due
   to a growing market position with Airbus Industrie.  NSS Technologies
   and Terry Machine continue to benefit from strong demand for their
   products from the North American automotive market and increased
   capacity due to recent capital investments.

        Excluding sales by the businesses acquired in 1999 and 1998,
   Precision Fasteners and Components segment sales decreased $16.6
   million, or 15.4 percent, in the third quarter of 1999 and $28.8
   million, or 8.7 percent, for the nine months ended September 30, 1999
   compared to the same periods in 1998. Total aerospace fastener sales
   in North America declined by $11.2 million (22.9 percent) in the third
   quarter of 1999 and $15.3 million (10.6 percent) for the nine months
   ended September 30, 1999, consistent with reductions in incoming order
   rates experienced in the second half of 1998 and first half of 1999.
   These reductions reflect the decline in new aircraft production at
   Boeing forecasted for 2000 as well as inventory reduction activities
   in the aerospace industry at the OEM and distributor levels.  The
   Company's automotive and industrial fastener sales decreased $5.5
   million, or 13.8 percent, in the third quarter and $19.3 million, or
   15.2 percent, in the nine month period ended September 30, 1999.  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 all contributed to this decrease.

<PAGE>13

        Historically, the Company has manufactured Unbrako socket screws
   in Cleveland, Ohio and Shannon, Ireland. Decreased demand from the
   industrial machinery markets and a strong dollar have reduced demand
   for the Unbrako line of socket screws. Because of lower wage and tax
   rates in Ireland and the need for more automotive manufacturing
   capacity in Cleveland, the Company consolidated its Unbrako socket
   screw manufacturing operations into its Shannon, Ireland facility in
   the third quarter of 1999.  In Cleveland, the skilled labor force and
   production equipment was transferred to the automotive fastener
   operations already located in that facility.

       	Specialty Materials and Alloys segment sales decreased $3.9
   million, or 13.0 percent, in the third quarter of 1999 and $3.7
   million, or 4.3 percent, for the nine months ended September 30, 1999
   compared to the same periods in 1998.  This segment was negatively
   impacted by lower raw material prices, weak demand for stainless steel
   products for general industrial markets, a push out in delivery
   schedules for aerospace proprietary superalloys and vacuum furnace
   downtime for repairs.  The installation of a new vacuum furnace is
   expected to be completed in the fourth quarter and should reduce cost
   and increase superalloy sales capacity.  This segment continues to
   benefit from strong demand from the industrial gas turbine markets.

         Magnetic Products segment sales increased $0.7 million, or 2.2
   percent, in the third quarter but decreased $5.0 million, or 4.5
   percent, for the nine months ended September 30, 1999 compared to the
   same periods in 1998.  The year to date sales decline is attributed to
   sluggish conditions in the United States and European industrial
   manufacturing markets, soft automotive manufacturing demand in the
   United Kingdom and declines in certain base metal prices.  Improved
   sales of low energy bonded magnets and continued strong demand from
   the computer, telecommunications and United States automotive markets
   partially offset the year to date sales decline and contributed to the
   third quarter sales increase. In the third quarter of 1998, magnetic
   product sales to the automotive market were adversely affected by the
   General Motors strike.

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

       	Operating earnings of the total Company increased $2.8 million,
   or 14.5 percent, in the third quarter of 1999 and $10.4 million, or
   17.4 percent, for the nine month period ended September 30, 1999
   compared to the same periods in 1998. Operating earnings for the nine
   month period in 1999 include a non-recurring gain related to the sale
   leaseback of an aerospace fastener manufacturing facility.  Pursuant
   to the exercise of a purchase option granted in a lease agreement
   dated November 30, 1994, the Company sold its Santa Ana, California
   facility for $6.8 million on June 11, 1999, resulting in a realized
   gain of $3.4 million.  The Company's aerospace fastener operation
   located in this building will remain there under a leaseback
   arrangement.  A deferred gain of $1.8 million will be amortized into
   operating earnings over the 10 year leaseback period.

        Excluding the sale leaseback gain of $3.4 million described
   above, the operating earnings of the Precision Fasteners and
   Components segment improved from $41.8 million, or 12.2 percent of
   sales, for the nine months ended September 30, 1998 to $50.4 million

<PAGE>14

   or 12.4 percent of sales, for the nine months ended September 30,
   1999. The improvement in operating earnings is the result of
   businesses acquired in 1999 and 1998 and the 1998 cost incurred to
   downsize the automotive fastener manufacturing operation in Coventry,
   England.  The results of businesses acquired in 1999 and 1998
   increased operating earnings by $6.7 million for the nine months ended
   September 30, 1999 compared to 1998.  The Company incurred a third
   quarter 1998 charge of $1.6 million related to the downsizing of its
   manufacturing operation in Coventry, England.  For the nine months
   ended September 30, 1999, the Coventry facility has reached breakeven
   performance compared to the nine months ended September 30, 1998 when
   the facility lost $3.1 million, which included operating losses of $.6
   million, cost of employee separations of $1.5 million, inventory
   write-offs of $.6 million and other costs of $.4 million.  The 1999
   operating earnings of the Precision Fasteners and Components segment
   also includes certain charges for the downsizing and consolidation of
   fastener manufacturing operations.  These costs were approximately
   $1.4 million for the nine month period ended September 30, 1999 and
   related primarily to cost of employee separations in fastener
   operations in North America.

       	Operating earnings of the Specialty Materials and Alloys segment
   declined by $.7 million in the third quarter and $.9 million in the
   nine months ended September 30, 1999 compared to the same periods in
   1998.  Operating earnings of the Magnetic Products segment increased
   by $.4 million in the third quarter but decreased by $.8 million for
   the nine months ended September 30, 1999 compared to the same periods
   in 1998. These changes in operating earnings compared to 1998 are
   consistent with the changes in sales volume discussed above.  The
   trend of the 1999 performance of the Magnetic Products segment
   reflects the Company's efforts to reduce cost in response to lower
   sales.  This segment's operating earnings have improved in each
   quarter of 1999 due to on-going cost management actions implemented in
   response to soft demand conditions in certain markets.

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

       	Due to higher levels of debt, interest expense increased from
   $7.7 million in the first nine months of 1998 to $10.5 million in the
   first nine months of 1999.  In 1999, the Company recorded its share of
   losses from its Indian affiliate in the amount of $1.2 million which
   reduced its investment balance to zero.  Also in 1999, the Company
   withdrew its last on-site representative from its fastener joint
   venture in China and, due to ongoing losses incurred by that
   operation, wrote off the residual carrying value of that investment of
   $.8 million.  No tax benefit is available on the write off of the
   Company's joint venture in China.

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

       	Incoming orders for the third quarter of 1999 were $179.8 million
   compared to $175.2 million for the third quarter of 1998, a 2.6
   percent increase. Incoming orders for the nine months ended September
   30, 1999 were $563.5 compared to $525.8 million for the same period in

<PAGE>15

   1998, a 7.2 percent increase.  Businesses acquired in 1999 and 1998
   increased orders by $35.0 million for the quarter and $103.8 million
   for the nine month period. The Company is experiencing lower demand
   for its products in certain geographic regions and served markets
   which partially offsets the benefit of the order increases due to the
   impact of businesses acquired.  For the third quarter, orders for
   aerospace fasteners were $9.0 million, or 17.2 percent lower than the
   same period a year ago.  This decline is consistent with the
   forecasted drop in U.S. commercial aircraft production rates for next
   year, along with inventory management activities.  The Company
   continues to benefit from improved demand for aerospace fasteners and
   components in Europe as well as market share increases. Orders for
   automotive fasteners for the third quarter were $2.3 million, or 10.4
   percent, lower than the same period a year ago.  The majority of this
   decline is attributable to soft automotive demand in the United
   Kingdom and Europe as well as the impact of downsizing the Coventry
   facility.  Orders for automotive fasteners in Brazil, expressed in
   United States dollars, were down 31.3 percent for the quarter, but
   this decline is due to the devaluation of the Brazilian Real, as
   orders on a local currency basis increased by 1.7 percent. Industrial
   fastener orders were $2.0 million, or 11.7 percent, lower than the
   third quarter of 1998, reflecting continued soft demand for industrial
   hardware in the United States and Europe. Orders for the Specialty
   Materials and Alloy segment were $17.2 million, or 54.2 percent, lower
   than third quarter of 1998 reflecting the timing of orders related to
   first quarter 2000 shipments, lower raw material pricing, continuing
   soft demand for stainless product and reduced commercial aerospace
   demand that could not be offset by the strength in demand from the
   industrial gas turbine and medical product markets. The backlog of
   orders, which represents firm orders with delivery scheduled within 12
   months, at September 30, 1999 was $270.5 million compared to $238.1
   million on the same date a year ago and $296.1 million at December 31,
   1998.

   Acquisitions
   ------------

       	As discussed in Note 2 to the financial statements, the Company
   acquired all of the outstanding shares of National Set Screw
   Corporation, doing business as NSS Technologies, Inc. (NSS), based in
   Plymouth, Michigan for $43.6 million on June 30, 1999.  NSS
   manufactures highly specialized cold-formed steel components for the
   automotive, heavy truck, mining/road construction and waterworks
   industries.  NSS' sales for the twelve months ended June 30, 1999 were
   approximately $57.4 million.  This acquisition expands the Company's
   manufacturing and technical capabilities and broadens the range of
   products offered to its automotive customers.

   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.

<PAGE> 16

       	Cash flow provided or used by operating activities, investing
   activities and financing activities is summarized in the condensed
   statements of consolidated cash flows.  For the nine months ended
   September 30, 1999, net cash provided by operating activities
   decreased by $13.9 million compared to the first nine months of 1998
   due primarily to the $15.7 million increase in cash used to fund
   working capital.

        Cash flows provided by or used in investing activities for 1999
   include the net proceeds from the sale leaseback of the Santa Ana,
   California facility ($6.6 million) and the cash payment for the
   acquisition of NSS ($28.5 million).  Cash flows used in investing
   activities for 1998 include cash payments for the acquisitions of
   Greenville Metals ($9.7 million), Terry Machine ($8.4 million) and
   Howell Penncraft ($3.5 million).  The Company spent $27.9 million for
   capital expenditures in the first nine months of 1999 and is
   forecasting $40.4 million for the full year of 1999, an increase of
   $2.4 million from the 1999 forecasted amount reported on Form 10-K for
   the year ended December 31, 1998.

       	The Company's total debt to equity ratio was 67 percent at
   September 30, 1999, compared to 65 percent at December 31, 1998.
   Total debt was $196.7 million at September 30, 1999 and $172.2 million
   at December 31, 1998.  As of September 30, 1999, under the terms of
   the existing credit agreements, the Company is permitted to incur an
   additional $162.6 million in debt.  Additional information related to
   financing activities is provided in Note 4 to the financial
   statements.

   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 has identified, evaluated and
   implemented 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 were
   necessary to ensure that information technology (IT) and non-IT
   systems and applications would recognize and process the year 2000 and
   beyond.  Major areas of potential business impact were identified and
   conversion efforts are substantially completed.  All mainframe based
   IT systems have been assessed and required Y2K conversion of these
   computer programs was substantially completed by April 1999.  All PC
   and LAN based IT systems and non-IT systems have been assessed and
   required Y2K conversion of these systems was substantially completed
   by September 1999.  The Company has communicated 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.

<PAGE>17

       	The cost specifically associated with addressing Y2K issues
   incurred in the first nine months of 1999 were capitalizable costs of
   $1.2 million and costs expensed as incurred of $500 thousand.  The
   Company's cost to complete its Y2K readiness actions is estimated to
   be additional capitalizable cost of $200 thousand and cost expensed as
   incurred of $100 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 $3.6 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 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 the Y2K conversion of all internal IT and non-IT systems was
   substantially completed as of September 30, 1999, the Company has
   generated certain contingency plans and identified 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, utilization of 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 future benefits from the installation of new
   capital equipment, 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> 18

                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 September 30, 1999, the Company's results of
   operations, cash flow and financial position would not have been
   materially affected.



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

                                   PART II
                                   -------

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

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

        On July 20, 1999, the Company announced that its Board of Directors
   authorized the repurchase of up to 500,000 shares of the Company's
   common stock through open market and private purchases. The actual
   number of shares to be purchased and the timing of purchases will
   be at the discretion of Company management.

        On September 1, 1999, the Company announced the appointment of John
   S. Thompson as President and Chief Operating Officer effective
   October 1, 1999.  Prior to joining SPS, Mr. Thompson spent 24 years
   at BTR PLC, a diversified engineered products company traded on the
   London Stock Exchange.  BTR PLC recently merged with Siebe PLC to
   form a new controls and automation company - Invensys.  Mr.
   Thompson was a member of BTR PLC's Board of Directors and Executive
   Committee.  He was Chief Executive of BTR Inc., the U.S. holding
   company, and responsible for a number of BTR's product groups.
   These included Automotive Systems, Paper Technology, Meters,
   Building Products, and Motors.  Headquartered in Stamford,
   Connecticut, BTR Inc. had sales of approximately U.S. $4.5 billion
   and employed 40,000 employees.

        Mr. Thompson received a Bachelor of Science in mechanical
   engineering from Worcester Polytechnical Institute in 1969 and an
   MBA from the Harvard Business School in 1971.  His earlier years at
   BTR were involved in both manufacturing and financial functional
   areas at a number of BTR's subsidiary companies.

        Charles W. Grigg, Chairman, Chief Executive Officer and President
   of SPS said that with SPS Technologies approaching $1 billion in
   sales, the added complexity of managing its different businesses
   and the time required to pursue SPS' active acquisition program, he
   felt it was important to re-establish the position of President and
   Chief Operating Officer.  Mr. Grigg will retain the title of
   Chairman and Chief Executive Officer.

        On October 28, 1999, the Company purchased the remaining 15% of the
   capital stock of Mecair Aerospace Industries, Inc. of Pointe-Claire
   (Montreal), Quebec, Canada, for C$1.5 million (approximately $1.0
   million) to increase its ownership from 85% to 100%.  Mecair
   manufactures and sells high strength fasteners and precision
   components for commercial and military aircraft and for land-based
   power generation systems.  For the twelve month period ended
   September 30, 1999, Mecair had sales of C$11.4 million
   (approximately $7.7 million).

<PAGE> 19


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
    September 30, 1999.

<PAGE>20



                    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 1, 1999               William M. Shockley
                                      ---------------------
                                      William M. Shockley
                                      Vice President,
                                      Chief Financial Officer
                                      And Treasurer





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


<PAGE>21


                                 EXHIBIT INDEX





27	       Financial Data Schedule.



<PAGE>22



21

23