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<TITLE>	UNITED STATES SECURITIES AND EXCHANGE COMMISSION</TITLE>
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</FONT><B><FONT FACE="Courier New" SIZE=2><P ALIGN="CENTER">UNITED STATES SECURITIES AND EXCHANGE COMMISSION<BR>
Washington, D.C. 20549</P>
</B>
<P> </P>
<B><P ALIGN="CENTER">FORM 10-Q</P>

<P> </P>
<P ALIGN="CENTER">QUARTERLY REPORT<BR>
PURSUANT TO SECTION 13 OR 15(d)<BR>
OF THE SECURITIES EXCHANGE ACT OF 1934<BR>
</P>
</B>
<P ALIGN="CENTER">For the quarter ended March 31, 2000<BR>
Commission file number 1-4416</P>

<U><P>                                         
                         </P>
</U><B><P ALIGN="CENTER"><BR>
SPS TECHNOLOGIES, INC.<BR>
</B>(Exact name of Registrant as specified in its Charter)</P>

<P> </P>
<P>              PENNSYLVANIA                     23-1116110<BR>
        (State of incorporation)            (I.R.S. Employer<BR>
      Two Pitcairn Place, Suite 200        Identification No.)<BR>
        165 Township Line Road                    <BR>
       Jenkintown, Pennsylvania                   19046<BR>
(Address of principal executive offices)       (Zip Code)<BR>
</P>
<P ALIGN="CENTER">(215) 517-2000<BR>
(Registrant's telephone number, including area code)</P>

<P> </P>
<P>   Indicate by check mark whether the registrant (1) has filed all reports<BR>
required to be filed by Section 13 or 15(d) of the Securities Exchange Act<BR>
of 1934 during the preceding 12 months (or for such shorter period that the<BR>
registrant was required to file such reports), and (2) has been subject to<BR>
such filing requirements for the past 90 days. Yes <U> X </U>. No <U>   </U>.</P>

<P>   The number of shares of Registrant's Common Stock outstanding on May 8,<BR>
2000 was 12,679,918.</P>

<P> </P>
<P> </P>
<P ALIGN="CENTER"> </P>
<U><P ALIGN="CENTER">SPS TECHNOLOGIES, INC. AND SUBSIDIARIES<BR>
<BR>
INDEX<BR>
<BR>
</P>
<P>Part I. Financial Information</U> <BR>
                                          
                   <U>Page</P>
</U>
<P>Item 1.  Financial Statements</P>

<P>         Statements of Consolidated Operations -<BR>
         Three Months Ended March 31, 2000 and 1999<BR>
         (Unaudited)                               
             3</P>

<P>         Consolidated Balance Sheets -<BR>
         March 31, 2000 and December 31, 1999<BR>
         (Unaudited)                               
           4-5</P>

<P>         Condensed Statements of Consolidated Cash Flows -<BR>
         Three Months Ended March 31, 2000 and 1999<BR>
         (Unaudited)                               
             6</P>

<P>         Consolidated Statements of Comprehensive Income - <BR>
         Three Months Ended March 31, 2000 and 1999<BR>
         (Unaudited)                               
             7</P>

<P>         Notes to Condensed Consolidated<BR>
         Financial Statements                             
   8-12</P>

<P> </P>
<P>Item 2.  Management's Discussion and Analysis of <BR>
         Financial Condition and Results of Operations       13-17</P>

<P> </P>
<P>Item 3.  Quantitative and Qualitative Disclosures <BR>
         About Market Risk                             
        18</P>

<P> </P>
<P> </P>
<U><P>Part II. Other Information</U>  <BR>
</P>
<P>Item 6.  Exhibits and Reports on Form 8-K                       19</P>

<P> </P>
<P> </P>
<P> </P>
<P> </P>
<P> </P>
<P ALIGN="CENTER">SPS TECHNOLOGIES, INC. AND SUBSIDIARIES<BR>
STATEMENTS OF CONSOLIDATED OPERATIONS<BR>
(Unaudited-Thousands of dollars except share data)</P>

<P> </P>
<P>                                          
         Three Months Ended        <BR>
                                          
         <U>     March 31,    <BR>
</U>                                          
         <U>2000</U>          <U>1999<BR>
</P>
</U><P>Net sales                                       
$ 216,730      $ 202,475<BR>
</P>
<P>Cost of goods sold                              <U>  174,106</U>  
    <U>  157,621</U>  <BR>
</P>
<P>Gross profit                                       
42,624         44,854 <BR>
</P>
<P>Selling, general and<BR>
 administrative expense                         <U>   23,553</U>      <U>
   21,185</U>  <BR>
</P>
<P>Operating earnings                              <U>   19,071</U>   
   <U>   23,669</U>  <BR>
</P>
<P>Other income (expense):<BR>
 Interest income                                      
442            196 <BR>
 Interest expense                                  (4,543)   
     (3,334)<BR>
 Equity in loss      <BR>
  of affiliates                                     
 -              (262)<BR>
 Other, net                                     <U> 
     140</U>      <U>      (99</U>) <BR>
                                          
      <U>   (3,961</U>)     <U>   (3,499</U>)<BR>
<BR>
Earnings before income taxes                       15,110         20,170<BR>
</P>
<P>Provision for income taxes                      <U>    4,700</U>      <U>
    6,850</U> <BR>
</P>
<P>Net earnings                                    <U>$  10,41
0</U>      <U>$  13,320</U> <BR>
</P>

<P>Earnings per common share:<BR>
</P>
<P>  Basic                                       
      <U>$0.82</U>          <U>$1.05</U> <BR>
</P>
<P>  Diluted                                       
    <U>$0.81</U>          <U>$1.02<BR>
</P>
</U>
<P> </P>
<P> </P>
<P> </P>
<P>See accompanying notes to condensed consolidated financial statements.</P>

<P> </P>
<P> </P>
<P ALIGN="CENTER"> </P>
<P ALIGN="CENTER">SPS TECHNOLOGIES, INC. AND SUBSIDIARIES<BR>
CONSOLIDATED BALANCE SHEETS<BR>
(Thousands of dollars)<BR>
</P>

<P>                                          
    Unaudited<BR>
                                          
    March 31,         December 31,<BR>
                                          
    <U>   2000  </U>         <U>   1999    <BR>
</P>
</U><P>Assets</P>

<P>Current assets<BR>
 Cash and cash equivalents                     $ 15,634          $ 50,47
9<BR>
 Accounts and notes receivable,<BR>
  less allowance for doubtful<BR>
  receivables of $4,137 (1999-$3,363)           143,403           118,287<BR>
 Inventories                                    153,092  
         138,121<BR>
 Deferred income taxes                           19,231        
    19,291<BR>
 Prepaid expenses and other                    <U>   8,099</U>          
<U>   6,971<BR>
</P>
</U><P>     Total current assets                       339,459       
   $333,149</P>

<P> </P>
<P>Property, plant and equipment, net of<BR>
 accumulated depreciation of $150,177<BR>
 (1999-$152,865)                               230,665       
    221,147<BR>
</P>
<P>Other assets, principally goodwill            <U> 236,577</U>          <U> 146,668<BR>
</P>
</U><P>     Total assets                             <U>$806,701</U>  
        <U>$700,964<BR>
</P>
</U>
<P> </P>
<P> </P>
<P> </P>
<P> </P>
<P> </P>
<P> </P>
<P> </P>
<P> </P>
<P> </P>
<P>See accompanying notes to condensed consolidated financial statements.</P>

<P> </P>
<P> </P>
<P> </P>
<P ALIGN="CENTER"> </P>
<P ALIGN="CENTER">SPS TECHNOLOGIES, INC. AND SUBSIDIARIES<BR>
CONSOLIDATED BALANCE SHEETS<BR>
(Thousands of dollars, except share data)<BR>
</P>

<P>                                          
    Unaudited<BR>
                                          
    March 31,      December 31,<BR>
                                          
    <U>  2000   </U>      <U>    1999    <BR>
</P>
</U><P>Liabilities and shareholders' equity<BR>
</P>
<P>Current liabilities<BR>
 Notes payable and current portion of<BR>
   long-term debt                             $ 18,706     
    $ 15,553<BR>
 Accounts payable                               71,378      
     63,698<BR>
 Accrued expenses                               60,179      
     56,354<BR>
 Income taxes payable                         <U>  10,527</U>       
  <U>   7,165<BR>
</U>   Total current liabilities                  <U> 160,790</U>         <U> 142,770
<BR>
</P>
</U><P>Deferred income taxes                           26,179        
   26,098<BR>
Long-term debt                                 277,824     
     201,895<BR>
Retirement obligations<BR>
  and other long-term liabilities               25,521           25,162<BR>
</P>

<P>Shareholders' equity<BR>
 Preferred stock, par value $1 per share,<BR>
  authorized 400,000 shares, issued none<BR>
 Common stock, par value $0.50 per share,<BR>
  authorized 60,000,000 shares, <BR>
  issued 14,009,333 shares (13,986,882 <BR>
  shares in 1999)                                7,005   
         6,993<BR>
 Additional paid-in capital                    112,596          110,261<BR>
 Common stock in treasury, at cost,<BR>
  1,302,857 shares (1,366,407 shares <BR>
  in 1999)                                     
(21,956)         (22,285)<BR>
 Retained earnings                             239,591       
   229,181<BR>
 Accumulated other comprehensive income<BR>
  Minimum pension liability                       (732)           
 (732)<BR>
  Cumulative translation adjustments          <U> (20,117</U>)        <U> (18,379</U>)<BR>
    Total shareholders' equity                <U> 316,387</U>         <U> 305,039<BR>
</P>
</U><P>      Total liabilities and              <BR>
       shareholders' equity                   <U>$806,701</U>         <U>
$700,964<BR>
</P>
</U>
<P> </P>
<P> </P>
<P>See accompanying notes to condensed consolidated financial statements.</P>

<P> </P>
<P> </P>
<P> </P>
<P> </P>
<P> </P>
<P> </P>
<P ALIGN="CENTER"> </P>
<P ALIGN="CENTER">SPS TECHNOLOGIES, INC. AND SUBSIDIARIES<BR>
CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS<BR>
(Unaudited-Thousands of dollars)<BR>
</P>
<P>                                          
       Three Months Ended<BR>
                                          
       <U>     March 31,    <BR>
</U>                                          
       <U>2000</U>          <U>1999<BR>
</U>Net cash provided by operating <BR>
activities (including depreciation<BR>
and amortization of $9,911 in<BR>
2000 and $8,773 in 1999)                      <U>$  8,297</U>       <U>$ 
20,089</U> <BR>
</P>
<P>Cash flows from investing activities<BR>
  Additions to property, plant and equipment    (7,272)        (7,168)<BR>
  Proceeds from sale of property, plant   <BR>
    and equipment                              2,476    
        729 <BR>
  Acquisitions of businesses, net of </P>
<P>    cash acquired                            (115,572)     
        -<BR>
  Proceeds from sale of other assets          <U>       -</U>       <U>   2,501<BR>
</U>Net cash used in investing activities         <U>(120,368</U>)      <U>  (3,938</U>) </P>

<P>Cash flows from financing activities</P>
<P>  Proceeds from borrowings                      88,071         10,128 <BR>

  Reduction of borrowings                       (9,319)        (7,899)<BR>
  Purchases of treasury stock                   (1,535)        (1,682)<BR>
  Proceeds from exercise of stock options     <U>     166</U>       <U>      53<BR>
</P>
</U><P>Net cash provided by financing activities     <U>  77,383</U>       <U>     600<BR>
</P>
</U><P>Effect of exchange rate changes on cash       <U>    (157</U>)      <U>    (386</U>)</P>

<P>Net increase (decrease) in cash and cash <BR>
  equivalents                                  (34,845)   
     16,365 </P>

<P>Cash and cash equivalents at<BR>
  beginning of period                         <U>  50,479</U>       
;<U>   8,414</U> </P>

<P>Cash and cash equivalents at <BR>
  end of period                               <U>$ 15,634</U>  
     <U>$ 24,779</U> </P>

<P>Significant noncash investing and<BR>
financing activities<BR>
  Issuance of treasury shares for<BR>
    businesses acquired                       $  3,600       $ 
     -<BR>
  Debt assumed with businesses acquired       $    501       $      -      
         <BR>
  Acquisition of treasury shares for<BR>
    stock options exercised                   $      -       
$    570               <BR>
</P>

<P>See accompanying notes to condensed consolidated financial statements.</P>

<P> </P>
<P> </P>
<P ALIGN="CENTER"> </P>
<P ALIGN="CENTER">SPS TECHNOLOGIES, INC. AND SUBSIDIARIES<BR>
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME<BR>
(Unaudited - Thousands of dollars)<BR>
</P>

<P> </P>
<P> </P>
<P>                                          
        Three Months Ended<BR>
                                          
        <U>     March 31,     </U>  <BR>
                                          
         <U>2000</U>        <U>1999</U>    <BR>
</P>

<P>Net earnings                                     $10,410 
    $13,320<BR>
</P>
<P>Other comprehensive <BR>
 income(expense):<BR>
   Foreign currency <BR>
    translation adjustments                      <U> (1,738</U>)    <U> (8,296</U>) </P>


<P>Total comprehensive income                       <U>$ 8,672</U>     <U>$ 5,024</U>  
</P>

<P> </P>
<P> </P>
<P> </P>
<P> </P>
<P> </P>
<P> </P>
<P> </P>
<P> </P>
<P> </P>
<P> </P>
<P> </P>
<P> </P>
<P> </P>
<P> </P>
<P>See accompanying notes to condensed consolidated financial statements.</P>

<P> </P>
<P ALIGN="CENTER"> </P>
<P ALIGN="CENTER"> </P>
<P ALIGN="CENTER"> </P>
<P ALIGN="CENTER">SPS TECHNOLOGIES, INC. AND SUBSIDIARIES<BR>
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS<BR>
(Unaudited-Thousands of dollars, except share data)<BR>
</P><DIR>
<DIR>

<P>1.  Financial Statements</P>

<P>         In the opinion of the Company's management, the accompanying unaudited,<BR>
condensed consolidated financial statements contain all adjustments necessary<BR>
to present fairly the financial position as of March 31, 2000 and the results<BR>
of operations and cash flows for the three month periods ended March 31, 2000<BR>
and 1999.  The December 31, 1999 balance sheet data was derived from audited <BR>
financial statements, but does not include all disclosures required by generally<BR>
accepted accounting principles.  The accompanying financial statements contain <BR>
only normal recurring adjustments.  All financial information has been prepared <BR>
in conformity with the accounting principles reflected in the financial statements<BR>
included in the 1999 Annual Report filed on Form 10-K applied on a  consistent basis.</P>

<P>2.  Business Acquisitions</P>

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

<P>         On March 14, 2000 the Company acquired all of the outstanding shares <BR>
of Avibank Mfg., Inc. (Avibank) based in Burbank, California for approximately <BR>
$115,500.  Consideration consisted of approximately $111,900 in cash and<BR>
 110,652 shares of the Company's common stock in treasury valued at $3,600.  <BR>
Avibank is a manufacturer of latches, hold open rods, quick release pins, <BR>
structural panel fasteners, self retaining bolts and expandable fasteners <BR>
for aerospace markets.  Avibank, through its AVK Industrial Products Division, <BR>
also manufactures threaded inserts for the automotive and industrial markets.  <BR>
The excess of the purchase price over the fair values of the net assets acquired <BR>
was approximately $88,000 and has been recorded as goodwill, patents, <BR>
trademarks and other intangibles which are being amortized on a straight-line basis over 15 to 40 years.</P>

<P>         On June 30, 1999 the Company acquired all of the outstanding shares <BR>
of National Set Screw Corporation, doing business as NSS Technologies, Inc. <BR>
(NSS), based in Plymouth, Michigan for approximately $43,700.  <BR>
NSS manufactures highly specialized, cold-formed steel components for <BR>
the automotive, heavy truck, mining/road construction and waterworks <BR>
industries.  The excess of the purchase price over the fair values of the<BR>
net assets acquired was approximately $25,000 and has been recorded as <BR>
goodwill, which is being amortized on a straight-line basis over 40 years.</P>

<P>         The following unaudited pro forma consolidated results of operations <BR>
are presented as if the Avibank and NSS acquisitions had been made at the <BR>
beginning of the periods presented. </P>

<P>                                        Three 
Months Ended<BR>
                                        <U>  
  March 31,       <BR>
</U>                                        <U>2000</U>
          <U>1999</P>
</U><P>         Net sales                        $234,551    
 $237,975<BR>
         Net earnings                       11,001      
 14,020<BR>
         Basic earnings     <BR>
           per common share                   0.86       
  1.10                </P>
<P>         Diluted earnings <BR>
           per common share                   0.85       
  1.06               </P>

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

<P>3.  Inventories</P></DIR>
</DIR>

<P>                                March 31,       
  December 31,<BR>
                               <U>  2000   </U>    
     <U>   1999     </P>
</U>
<P>     Finished goods             $ 65,938            $ 57,292<BR>
     Work-in-process              47,924              41,853<BR>
     Raw materials <BR>
       and supplies               33,551              33,454<BR>
     Tools                      <U>   5,679</U>         
   <U>   5,522</U> <BR>
<BR>
                                <U>$153,092</U>        
    <U>$138,121</P>
</U>
<P>4.  Long-term Debt</P>
<DIR>
<DIR>

<P>On March 10, 2000, the Company entered into a Bank Credit Agreement <BR>
to borrow up to $75,000 in either United States Dollars or certain European <BR>
currencies.  Borrowings bear interest at either a) an overnight base rate equal<BR>
 to the higher of the prime rate of the agent bank or the federal funds rate <BR>
plus .5 percentage points, b) a rate equal to the effective interbank rate <BR>
plus a margin ranging from .75 to 1.30 percentage points based on the <BR>
consolidated Leverage Ratio, as defined, or c) at a rate and term negotiated <BR>
between the agent bank and the Company, as applicable.  Borrowings outstanding <BR>
under the 2000 Bank Credit Agreement at March 31, 2000 were $923 with an <BR>
interest rate of 7.69 percent.  This agreement expires March 9, 2005.  <BR>
The Company is required to pay a fee on unborrowed amounts of the facility <BR>
ranging from .175 to .30 percentage points based on the consolidated <BR>
Leverage Ratio.</P>

<P> </P>
<P>On February 25, 2000, the Company entered into a long-<BR>
term Note Purchase Agreement with one insurance company for $15,000 <BR>
at a fixed interest rate of 8.37 percent due in annual installments <BR>
from February 28, 2004 to February 28, 2010.</P>

<P>On February 24, 2000, the Company received the proceeds of the <BR>
Michigan Strategic Fund Variable Rate Demand Limited Obligation Revenue <BR>
Bonds, Series 2000.  The proceeds of the Series 2000 Bonds of $6,000 were <BR>
issued to finance the acquisition and installation of machinery and equipment <BR>
at a precision fastener and components segment manufacturing facility in <BR>
Canton, Michigan and are to be repaid on February 1, 2010.  The Bonds are <BR>
secured by a bank letter of credit.  At March 31, 2000, the interest rate on <BR>
the Series 2000 bonds was 4.05 percent.  </P>

<P>The Company is subject to a number of restrictive covenants under <BR>
its various debt agreements.  Covenants associated with the Note Purchase <BR>
Agreements are generally more restrictive than those of the Bank Credit <BR>
Agreements.  The following significant covenants are currently in place <BR>
under the Note Purchase Agreements:  maintenance of a consolidated debt-to-total capitalization (shareholders' equity plus total debt) ratio of not more 
;<BR>
than 55 percent and maintenance of a consolidated net worth of at least <BR>
$200,000 plus 50 percent of adjustable consolidated net income for quarters <BR>
ended after December 31, 1998.  Under these covenants, restricted payments, <BR>
which include all dividends and purchases or retirements of capital stock, <BR>
paid by the Company may not exceed $40,000 plus 50 percent of consolidated <BR>
net income (or minus 100 percent of the consolidated net loss) from January 1, <BR>
1999 to the date of the restricted payment.  Certain of the Company's debt <BR>
agreements contain cross default and cross acceleration provisions. At March 31,<BR>
2000, the Company was in compliance with all covenants of these existing credit <BR>
agreements.  As of March 31, 2000, under the terms of these existing credit <BR>
agreements, the Company is permitted to incur an additional $90,300 in debt.</P>
</DIR>
</DIR>

<P>5.   Environmental Contingency</P>
<DIR>
<DIR>

<P>         The Company has been identified as a potentially responsible party by <BR>
various federal and state authorities for clean up or removal of waste from <BR>
various disposal sites.  At March 31, 2000, the accrued liability for <BR>
environmental remediation represents management's best estimate of the <BR>
undiscounted costs related to environmental remediation which are considered <BR>
probable and can be reasonably estimated.  Management believes the overall <BR>
costs of environmental remediation will be incurred over an extended period <BR>
of time. The Company has not included any insurance recovery in the accrued <BR>
environmental liability. The measurement of the liability is evaluated <BR>
quarterly based on currently available information.  As the scope of the <BR>
Company's environmental liability becomes more clearly defined, it is <BR>
possible that additional reserves may be necessary.  Accordingly, it is <BR>
possible that the Company's results of operations in future quarterly or <BR>
annual periods could be materially affected.  Management does not anticipate <BR>
that its consolidated financial condition will be materially affected by <BR>
environmental remediation costs in excess of amounts accrued.</P>

<P>6.  Per Share Data</P>

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

<P>                                          
         Three Months Ended<BR>
                                          
         <U>      March 31,   <BR>
</U>                                          
         <U>2000</U>           <U>1999</U>    </P>
<DIR>
<DIR>

<P>Net earnings                               <U>$    10,410</U>  
   <U>$    13,320</U> <BR>
</P>
<P>Average shares of common stock <BR>
  outstanding used to compute basic <BR>
  earnings per common share                 12,670,658      12,692,143<BR>
</P>
<P>Additional common shares to be <BR>
  issued assuming exercise of stock<BR>
  options, net of shares assumed <BR>
  reacquired                               <U>    222,247</U> 
    <U>    376,219</U>  </P>

<P>Shares used to compute dilutive<BR>
  effect of stock options                  <U> 12,892,905</U>     <U> 13,068,362</U>  </P>

<P>Basic earnings per common share                  <U>$0.82</U>           <U>$1.05</U>
     </P>

<P>Diluted earnings per common share                <U>$0.81</U>           <U>$1.02</U>  
 </P>

<P> </P></DIR>
</DIR>

<P>7.  Segment Information</P>
<DIR>
<DIR>

<P>         The Company has three reportable segments:  Precision Fasteners and <BR>
Components, Specialty Materials and Alloys and Magnetic Products.  The <BR>
Precision Fasteners and Components segment consists of business units <BR>
which produce precision fasteners, components and consumable tools for <BR>
the aerospace, automotive and industrial machinery markets.  The <BR>
Specialty Materials and Alloys segment produces specialty metals, <BR>
superalloys and ceramic cores for aerospace, industrial gas turbine, <BR>
medical and other general industrial applications.  The Magnetic Products <BR>
segment produces magnetic materials and products used in automotive, <BR>
telecommunications, aerospace, reprographic, computer and advertising <BR>
specialty applications.</P>

<P> </P>
<P> </P>
<P> </P></DIR>
</DIR>

<P>                                          
            Three Months Ended<BR>
                                          
            <U>      March 31,   <BR>
</U>                                          
            <U>2000</U>          <U>1999</U>   </P>

<P> </P><DIR>
<DIR>

<P>Net Sales:<BR>
     Precision Fasteners and Components        $148,162       $137,894 <BR>
     Specialty Materials and Alloys              32,582         29,439 <BR>
     Magnetic Products                         <U>  35,986</U>    
   <U>  35,142</U> <BR>
<BR>
     Total Net Sales                           <U>$216,730</U>    
   <U>$202,475<BR>
</P>
</U>
<P>Operating Earnings:<BR>
     Precision Fasteners and Components        $ 14,144       $ 18,127<BR>
     Specialty Materials and Alloys               4,351          4,292<BR>
     Magnetic Products                            3,376     
     4,000 <BR>
     Unallocated Corporate Costs               <U>  (2,800</U>)      <U>  (2,750</U>)<BR>
<BR>
     Total Operating Earnings                  <U>$ 19,071</U>       <U>$ 23,669<BR>
</P></DIR>
</DIR>

</U><P>8.  Recently Issued Accounting Standards</P>
<DIR>
<DIR>

<P>         In June 1998, the Financial Accounting Standards Board issued <BR>
Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting <BR>
for Derivative Instruments and Hedging Activities."  This Statement <BR>
requires that all derivative instruments be recorded on the balance <BR>
sheet at their fair value.  Changes in the fair value of derivatives <BR>
are recorded each period in current earnings or other comprehensive <BR>
income, depending on the use of the derivative and whether it qualifies <BR>
for hedge accounting.  This Statement is effective for all interim period <BR>
financial statements for fiscal years beginning after June 15, 2000.  <BR>
The Company will adopt SFAS No. 133 in the first quarter of 2001.  The <BR>
Company anticipates that, due to its limited use of derivative instruments, <BR>
the adoption of SFAS No. 133 will not have a material effect on the <BR>
Company's results of operations or its financial position.</P>

<P> </P>
<P> </P>
<P ALIGN="CENTER"> </P>
<P ALIGN="CENTER">SPS TECHNOLOGIES, INC. AND SUBSIDIARIES</P>

<P> </P></DIR>
</DIR>

<U><P>Item 2. Management's Discussion and Analysis of Financial Condition and Results <BR>
of Operations</P>
</U>
<P> </P><DIR>
<DIR>

<U><P>Introduction</P>
</U></DIR>
</DIR>

<P>     Net earnings and net cash provided by operating activities decreased in <BR>
the first quarter of 2000 compared to the same quarter in 1999.  The decrease <BR>
in operating results is primarily attributable to lower earnings from the <BR>
Company's North American aerospace operations that could not be offset by <BR>
strong demand for the Company's products sold to the automotive and industrial <BR>
gas turbine markets.  The Company completed two acquisitions in 2000 which <BR>
expand the range of products offered to the aerospace, automotive and <BR>
industrial markets.</P>

<U><P>Net Sales</P>
</U>
<P>    Net sales increased $14.3 million, or 7.0 percent, compared to the <BR>
first quarter of 1999 and increased $21.8 million, or 11.2 percent, compared <BR>
to the fourth quarter of 1999.  Sales from businesses acquired in 1999 and <BR>
2000 increased the Company's first quarter 2000 sales by $22.8 million <BR>
compared to the first quarter of 1999 and $7.5 million compared to the <BR>
fourth quarter of 1999.</P>

<P>    Sales of products by companies acquired in 1999 and 2000 (primarily NSS <BR>
Technologies and Avibank) increased Precision Fasteners and Components segment <BR>
sales by $22.8 million compared to the first quarter of 1999.  Excluding the <BR>
sales from these recently acquired businesses, this segment's sales decreased <BR>
$12.6 million, or 9.1 percent compared to the first quarter of 1999.  Sales of <BR>
aerospace fasteners and components of $63.9 million in the first quarter of 2000 <BR>
represents a $15.6 million, or 19.6 percent, decrease from the first quarter of <BR>
1999 and a $2.9 million, or 4.4 percent, decrease from the fourth quarter of <BR>
1999.  These decreases reflect the depressed demand from North American commercial <BR>
aerospace markets and inventory reduction activities by a major aerospace engine <BR>
manufacturer in Europe.  While the Company is encouraged by a $13.9 million, <BR>
or 26.5 percent, increase in incoming orders for aerospace fasteners and <BR>
components in the first quarter of 2000, compared to the fourth quarter of <BR>
1999, it does expect lower sales for the full year 2000 compared to 1999.</P>

<P>Excluding recently acquired businesses, the Company's automotive and <BR>
industrial fastener sales increased $3.4 million, or 6.8 percent, compared to <BR>
the first quarter of 1999 and $6.9 million, or 14.9 percent, compared to the <BR>
fourth quarter of 1999.  These increases are the result of a strong automotive <BR>
market in the United States and a moderate recovery of the automotive demand in <BR>
Brazil.  The Company continues to benefit from orders for new business requiring <BR>
performance and safety-critical automotive fasteners and components.</P>

<P> </P>
<P>     Specialty Materials and Alloy segment sales increased $3.1 million, or <BR>
10.7 percent, compared to the first quarter of 1999 and $7.9 million, or 32.0 <BR>
percent, compared to the fourth quarter of 1999.  These higher sales are the <BR>
result of strong demand from the industrial gas turbine and medical markets <BR>
combined with higher material prices (primarily, cobalt and nickel) which are <BR>
reflected in higher selling prices to customers.</P>

<P>     Magnetic Product segment sales increased $.8 million, or 2.4 percent, <BR>
compared to the first quarter of 1999 and $2.2 million, or 6.5 percent,  <BR>
compared to the fourth quarter of 1999.  These increases are attributed to <BR>
strong demand from the United States automotive, telecommunications, computers <BR>
and advertising markets.  Sales of magnetic products for reprographic <BR>
applications decreased by approximately $1.0 million, or 16 percent, compared <BR>
to the first quarter of 1999 and partially offset the increase in sales to <BR>
other markets served by the Material Products segment.</P>

<U><P>Operating Earnings</P>
</U>
<P>    Operating earnings of the Company decreased $4.6 million, or 19.4 percent, <BR>
compared to the first quarter of 1999 and $1.7 million, or 8.2 percent, compared <BR>
to the fourth quarter of 1999.  Operating earnings for the first quarter of 2000 <BR>
include a non-recurring gain related to the sale of an automotive fastener <BR>
manufacturing facility.  On March 31, 2000, the Company sold its Coventry, <BR>
England facility for $2.5 million, resulting in a gain of $.9 million.  The <BR>
Company's automotive fastener operation located in the building will continue <BR>
to occupy a portion of the facility under a lease arrangement.</P>

<P>Excluding the gain of $.9 million described above, the operating earnings <BR>
of the Precision Fasteners and Components segment decreased sharply from $18.1 <BR>
million, or 13.1 percent of sales, for the three months ended March 31, 1999 to <BR>
$13.2 million, or 8.9 percent of sales, for the three months ended March 31, <BR>
2000.  The decrease in earnings is due primarily to the decrease in sales of <BR>
aerospace fasteners and components discussed above.  The decrease in operating <BR>
profit margin (13.1 percent to 8.9 percent) reflects a shift in the mix of sales <BR>
from higher margin aerospace products to lower margin automotive products.  <BR>
In the first quarter of 2000, this segment incurred costs of $1.4 million <BR>
associated with workforce reductions and consolidation of operations.  <BR>
The Company has reduced the workforce in its aerospace fastener manufacturing <BR>
plants by approximately 178 people.  In addition, the Company is reorganizing <BR>
its precision tool manufacturing facilities to allow each tool plant to focus <BR>
on specific products and technologies in order to offer competitive products <BR>
through an integrated sales organization.</P>

<P>    While the operating earnings of the Specialty Materials and Alloy segment <BR>
were essentially unchanged compared to the first quarter of 1999 at $4.3 <BR>
million, the operating profit margin decreased from 14.6 percent in the first <BR>
quarter of 1999 to 13.4 percent in the first quarter of 2000.  The decrease in <BR>
margin is attributed to higher material prices for cobalt and nickel.  Because <BR>
material prices are merely passed onto the customer, higher material prices <BR>
result in a higher value of sales but decreased margins as sales and costs <BR>
are increasing in the same amount.</P>

<P>Operating earnings of the Magnetic Products segment decreased $.6 million, <BR>
or 15.6 percent, from the first quarter of 1999 and $1.2 million, or 25.9 percent <BR>
from the fourth quarter of 1999.  The decrease in earnings is attributed to <BR>
decreased sales of reprographic magnetic products and the operating loss of <BR>
approximately $1.0 million incurred by the Company's majority owned joint <BR>
venture manufacturing facility in Adelanto, California.  The Company has assumed <BR>
an increase in management control and is evaluating actions necessary to return <BR>
this facility to profitability.</P>

<U><P>Other Income and Expense</P>
</U>
<P>    Due to higher levels of debt, interest expense increased from $3.3 million <BR>
in the first quarter of 1999 to $4.5 million in the first quarter of 2000.  In <BR>
the first quarter of 1999, the Company recorded a $262 thousand loss in equity <BR>
in earnings of affiliates due to the losses associated with the Company's <BR>
affiliates in China and India.  The investment balances in these affiliates, <BR>
accounted for on the equity method, were written down in the second quarter of <BR>
1999 to zero.</P>
<U>
<P>Orders and Backlog</P>
</U>
<P>Incoming orders for the first quarter of 2000 increased 24.7 percent to <BR>
$223.2 million compared to the fourth quarter of 1999. Excluding the impacts <BR>
of businesses acquired in the first quarter of 2000, Precision Fasteners and <BR>
Components orders increased 23%, while orders for both the Specialty Materials <BR>
and Alloys and Magnetic Products segments increased 20% respectively.</P>

<P>Incoming orders in the first quarter of 2000 were $223.2 million compared <BR>
to $204.8 million for the first quarter of 1999 and $179.0 million for the <BR>
fourth quarter of 1999.  Companies acquired after the first quarter of 1999 <BR>
(primarily, NSS Technologies and Avibank) increased orders by $23.5 million <BR>
compared to the first quarter of 1999 and $12.0 million compared to the fourth <BR>
quarter of 1999.  The backlog of orders, which represent firm orders with <BR>
delivery scheduled within 12 months, at March 31, 2000 was $287.3 million, <BR>
compared to $289.9 million on the same date a year ago and $255.9 million at <BR>
December 31, 1999.</P>

<U><P>Acquisitions</P>
</U>
<P>     As discussed in Note 2 to the financial statements, the Company acquired <BR>
all of the outstanding shares of Avibank Mfg., Inc. (Avibank) based in Burbank, <BR>
California for approximately $115.5 million on March 14, 2000.  The shareholders <BR>
of Avibank and SPS will elect to have the transaction treated as an asset purchase <BR>
for tax purposes.  Avibank is a leading manufacturer of latches, hold open rods, <BR>
quick release pins, structural panel fasteners, self-retaining bolts and <BR>
expandable fasteners for aerospace markets.  Avibank, through its AVK Industrial <BR>
Products Division, also manufactures threaded inserts for the automotive and <BR>
industrial markets.  A large number of Avibank's products are proprietary and <BR>
covered by over forty active patents.  For the year ended December 31, 1999, <BR>
Avibank reported sales of approximately $77.5 million.  The acquisition of <BR>
Avibank represents another step in the execution of the Company's strategy of <BR>
acquiring technically sophisticated, strong niche companies which are extensions <BR>
of its existing businesses.</P>

<P>     On January 10, 2000, the Company acquired certain operating assets of <BR>
ULMA S.p.A. (ULMA) based in Milan, Italy for approximately $2.3 million.  ULMA <BR>
is a full range manufacturer of flat, planetary and cylindrical thread roll dies <BR>
used in metal forming.  Sales for the year ended December 31, 1999 were <BR>
approximately $5.2 million.  The acquisition of ULMA expands the Company's <BR>
precision tool product offering and establishes a precision tool manufacturing <BR>
presence in Continental Europe.</P>

<P> </P>
<P> </P>
<U><P>Liquidity and Capital Resources</P>
</U>
<P>     Management considers liquidity to be the ability to generate adequate <BR>
amounts of cash to meet its needs and capital resources to be the resources <BR>
from which such cash can be obtained, principally from operating and external <BR>
sources.  The Company believes that capital resources available to it will be <BR>
sufficient to meet the needs of its business, both on a short-term and long-term basis.</P>

<P>     Cash flow provided or used by operating activities, investing activities <BR>
and financing activities is summarized in the condensed statements of consolidated <BR>
cash flows.  Net cash provided by operating activities decreased by $11.8 million <BR>
compared to the first three months of 1999 due primarily to the decrease in net <BR>
earnings ($2.9 million), and an increase in cash used to fund working capital <BR>
($7.3 million). </P>

<P>     The increase in cash used in investing activities is due to the cash used for <BR>
the acquisition of Avibank ($111.9 million).  The Company spent $7.3 million for <BR>
capital expenditures in the first three months of 2000 and has budgeted $34.5 <BR>
million for the full year of 2000, as reported on Form 10-K for the year ended <BR>
December 31, 1999.  This budgeted amount excludes capital spending for any <BR>
companies acquired in 2000.</P>

<P>     The Company's total debt to equity ratio was 94 percent at March 31, <BR>
2000, compared to 71 percent at December 31, 1999.  Total debt was $296.5 <BR>
million at March 31, 2000 and $217.4 million at December 31, 1999. As of March 31, <BR>
2000, under the terms of its existing credit agreements, the Company is <BR>
permitted to incur an additional $90.3 million in debt.   Additional <BR>
information related to financing activities is provided in Note 4 to the <BR>
financial statements.</P>

<U><P>Forward-Looking Statements</P>
</U>
<P>     Certain statements in Management's Discussion and Analysis of Financial <BR>
Condition and Results of Operations contain "forward-looking" information, <BR>
within the meaning of the Private Securities Litigation Reform Act of 1995, <BR>
that involve risk and uncertainty.  The Company's expectations of lower sales <BR>
of aerospace fasteners and components, future benefits of order for new <BR>
business for automotive fasteners and components, future benefits of the <BR>
Company's workforce reductions and consolidation and reorganization of <BR>
manufacturing operations, plans to return the Adelanto, California facility <BR>
to profitability and future benefits from operational synergies with newly <BR>
acquired companies are "forward-looking" statements contained in <BR>
Management's Discussion and Analysis of Financial Condition and Results <BR>
of Operations.  Actual future results may differ materially depending on <BR>
a variety of factors, such as:  the effects of competition on products and <BR>
pricing, fluctuations in raw material prices, customer satisfaction and <BR>
qualification issues, labor disputes, worldwide political and economic <BR>
stability and changes in fiscal policies, laws and regulations on a national <BR>
and international basis.  The Company undertakes no obligation to publicly <BR>
release any forward-looking information to reflect anticipated or <BR>
unanticipated events or circumstances after the date of this document.</P>

<P> </P>
<P> </P>
<P ALIGN="CENTER"> </P>
<P ALIGN="CENTER">SPS Technologies, Inc and Subsidiaries</P>

<P> </P>
<U><P>Item 3.  Quantitative and Qualitative Disclosures about Market Risk</P>
</U>
<P>     The Company's primary market risk exposures are foreign currency exchange <BR>
rate and interest rate risk.  Fluctuations in foreign currency exchange rates <BR>
affect the Company's results of operations and financial position.  As discussed <BR>
in Note 1 to the financial statements on Form 10-K for the year ended December 31, <BR>
1999, the Company uses forward exchange contracts and one currency swap agreement <BR>
to minimize exposure and reduce risk from exchange rate fluctuations affecting the <BR>
results of operation.  Because the largest portion of the Company's foreign <BR>
operations are located in countries with relatively stable currencies, namely, <BR>
England, Ireland and Canada, the foreign currency exchange rate risk to the <BR>
Company's financial position is not material.  However, the Company has expanded <BR>
into Brazil, China and other foreign countries which has increased its exposure <BR>
to foreign currency fluctuations.  Fluctuations in interest rates primarily affect <BR>
the Company's results of operations.  Because a majority of the Company's debt is <BR>
in fixed rate obligations (as disclosed in Note 8 to the financial statements on <BR>
Form 10-K for the year ended December 31, 1999), the Company has effectively <BR>
limited its interest expense exposure to fluctuation in interest rates.</P>

<P>     A description of the Company's financial instruments is provided in Notes 1 <BR>
and 16 to the financial statements on Form 10-K for the year ended December 31, <BR>
1999.  Assuming an instantaneous 10 percent strengthening of the United States <BR>
dollar versus foreign currencies for which forward exchange contracts and currency <BR>
rate swap agreements existed and a 10 percent change in interest rate on the <BR>
Company's debt had all occurred on March 31, 2000, the Company's results of <BR>
operations, cash flow and financial position would not have been materially affected.</P>

<P> </P>
<P> </P>
<P ALIGN="CENTER"> </P>
<U><P ALIGN="CENTER">SPS TECHNOLOGIES, INC. AND SUBSIDIARIES<BR>
</P>
<P ALIGN="CENTER">PART II<BR>
</P>
<P ALIGN="CENTER">OTHER INFORMATION<BR>
</P>
</U>
<U><P>Item 6.  Exhibits and Reports on Form 8-K<BR>
</P>
</U><P>(a)  Exhibits<BR>
     27.    Financial Data Schedule</P>

<P>(b)  The following reports on Form 8-K were filed during the quarter ended<BR>
     March 31, 2000:</P>
<DIR>
<DIR>

<P>1.  A Form 8-K was filed on February 22, 2000, stating that on February<BR>
    3, 2000, the Company entered into a definitive agreement to   <BR>
    purchase all of the outstanding shares of Avibank Mfg., Inc.,  <BR>
    headquartered in Burbank, California.</P>
</DIR>
</DIR>

<P>     2.  A Form 8-K was filed on March 28, 2000, stating that on March 14, <BR>
         2000, the Company completed the acquisition of all the outstanding  <BR>
         shares of Avibank Mfg., Inc. ("Avibank") headquartered in Burbank,  <BR>
         California for approximately $115.0 million from the Berman Family <BR>
         Trust, the Dennis and Bonita Arnold Trust and John A. Duran.  <BR>
         Consideration consisted of $111.4 million in cash and 110,652 <BR>
         shares of the registrant's common stock valued at $3.6 million.           <BR>
         The cash consideration was funded with cash on hand and borrowings <BR>
         received in the ordinary course of business from First Union <BR>
         National Bank; Mellon Bank, N.A.; PNC Bank, National Association; <BR>
         First National Bank of Maryland, predecessor by merger to AllFirst <BR>
         Bank; Connecticut General Life Insurance Company and Life Insurance <BR>
         Company of North America.  The acquisition has been accounted for <BR>
         under the purchase method and accordingly, Avibank's net assets and <BR>
         results of operations will be included in the registrant's <BR>
         consolidated financial statements from the date of acquisition.  <BR>
         Avibank is a manufacturer of latches, hold open rods, quick release <BR>
         pins, structural panel fasteners, self-retaining bolts and <BR>
         expandable fasteners for aerospace markets.  Avibank, through its <BR>
         AVK Industrial Products Division, also manufactures threaded <BR>
         inserts for the automotive and industrial markets.  The registrant <BR>
         intends to continue to use the assets acquired for the <BR>
         manufacturing of fasteners for the aerospace, automotive and <BR>
         industrial markets.<BR>
<BR>
</P>
<P ALIGN="CENTER"></P><DIR>
<DIR>

<P ALIGN="CENTER">SPS TECHNOLOGIES, INC. AND SUBSIDIARIES<BR>
</P></DIR>
</DIR>

<P ALIGN="CENTER">SIGNATURES</P>

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

<P> </P>
<P> </P>
<P> </P>
<P> </P>
<P>                                       <U>SPS 
TECHNOLOGIES, INC.  <BR>
</U>                                       (Registrant)</P>

<P> </P>
<P> </P>
<P> </P>
<P> </P>
<P>Date:  May 8, 2000                     <U>/s/ William M. Shockley   <BR>
</U>                                       William 
M. Shockley<BR>
                                       Vice 
President, <BR>
                                       Chief 
Financial Officer <BR>
</P>

<P> </P>
<P> </P>
<P> </P>
<P>Mr. Shockley is signing on behalf of the registrant and as the Chief <BR>
Financial Officer of the registrant.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY"> </P>
<P ALIGN="JUSTIFY"> </P>
<P ALIGN="JUSTIFY"> </P>
<P ALIGN="CENTER"> </P>
<P ALIGN="CENTER">EXHIBIT INDEX</P>
<P ALIGN="CENTER"></P>
<P ALIGN="CENTER"> </P>
<P> </P>
<P> </P>
<P> </P>
<P>27     Financial Data Schedule.</P>

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