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, 1998
                         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 5, 1998 was 12,671,174.

<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, 1998 and 1997
        	(Unaudited)                                            


        	Consolidated Balance Sheets -
        	September 30, 1998 and December 31, 1997
        	(Unaudited)                                          


        	Condensed Statements of Consolidated Cash Flows -
        	Nine Months Ended September 30, 1998 and 1997
        	(Unaudited)                                            


        	Consolidated Statements of Comprehensive Income - 
        	Three and Nine Months Ended 
        	September 30, 1998 and 1997
        	(Unaudited)                                           


        	Notes to Financial Statements                       



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



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,
                              ------------------------  ----------------------
                                  1998         1997        1998        1997
                              ----------    ----------  ----------  ---------
                                                    

Net sales                     $  184,440    $  142,280  $  539,454  $ 433,363

Cost of goods sold               143,432       110,913     416,486    339,249 
                              ----------    ----------  ----------  ---------  
Gross profit                      41,008        31,367     122,968     94,114 

Selling, general and
 administrative expense           21,926        17,289      63,285     51,550 
                              ----------    ----------  ----------  ---------
Operating earnings                19,082        14,078      59,683     42,564 
                              ----------    ----------  ----------  ---------
 
Other income (expense):
 Interest income                     157           282         709        720 
 Interest expense                 (2,539)       (2,030)     (7,680)    (6,656)
 Equity in earnings (loss)      
  of affiliates                     (545)          265      (1,328)       410  
 Minority interest                   (64)           28        (486)       (58)
 Other, net                         (116)          (23)       (563)      (820)
                              ----------    ----------  ----------  ---------  
                                  (3,107)       (1,478)     (9,348)    (6,404)
                              ----------    ----------  ----------  ---------

Earnings before income taxes      15,975        12,600      50,335     36,160 

Provision for income taxes         4,950         4,150      16,670     12,200
                              ----------    ----------  ----------  ---------
Net earnings                  $   11,025    $    8,450  $   33,665  $  23,960
                              ==========    ==========  ==========  =========


Earnings per common share:

  Basic                       $     0.87    $     0.70  $     2.69  $    1.98
                              ==========    ==========  ==========  =========

  Diluted                     $     0.84    $     0.66  $     2.59  $    1.88
                              ==========    ==========  ==========  =========




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,
                                            1998             1997
                                        ------------      ----------- 

Assets

Current assets
 Cash and cash equivalents                $ 21,970          $ 18,659
 Accounts and notes receivable,
  less allowance for doubtful
  receivables of $2,973 (1997-$2,027)      108,966            84,419
 Inventories                               112,448           102,466
 Deferred income taxes                      15,624            17,076
 Prepaid expenses and other                  4,690             4,268 
                                          --------          --------
     Total current assets                  263,698           226,888
                                          --------          -------- 

Investments in affiliates                    4,660             5,988
Property, plant and equipment, net of
 accumulated depreciation of $146,628 
 (1997-$131,627)                           192,982           172,599
Other assets                                90,651            66,573
                                          --------          --------
     Total assets                         $551,991          $472,048  
                                          ========          ========













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,
                                            1998              1997	     
                                        -------------     ------------

Liabilities and shareholders' equity

Current liabilities
 Notes payable and current portion of
   long-term debt                      	  $ 17,512         $ 15,211
 Accounts payable                           49,924           45,006
 Accrued expenses                           63,595           54,723
 Income taxes payable                        7,137            5,563
                                          --------         --------
   Total current liabilities               138,168          120,503
                                          --------         --------

Deferred income taxes                       17,013           14,799
Long-term debt                             110,791           95,507
Retirement obligations                      24,840           24,623

Minority interest                            2,006            1,826


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 13,780,288 shares (13,576,846 
  shares in 1997)                            6,890            6,788
 Additional paid-in capital                106,002           92,597
 Retained earnings                         167,056          133,391
 Accumulated other comprehensive income
  Minimum pension liability                 (2,292)          (2,292)
  Cumulative translation adjustments        (6,056)          (6,838)
 Common stock in treasury, at cost,
  1,109,114 shares (1,204,766 shares 
  in 1997)                                 (12,427)          (8,856)
                                          --------         -------- 
   Total shareholders' equity              259,173          214,790
                                          --------         --------

      Total liabilities and              
       shareholders' equity               $551,991         $472,048
                                          ========         ========


	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,
                                               ----------------------         
                                                 1998          1997
                                               --------      --------          
Net cash provided by operating 
activities (including depreciation
and amortization of $22,161 in
1998 and $17,373 in 1997)                      $ 56,480      $ 42,862     

Cash flows provided by (used in) investing 
activities
  Additions to property, plant and equipment    (19,631)      (26,854)
  Proceeds from sale of property, plant   
    and equipment                                   291         1,350 
  Acquisitions of businesses, net of 
    cash acquired                               (25,132)      (36,784)
                                               --------      -------- 
Net cash used in investing activities           (44,472)      (62,288) 
                                               --------      --------
Cash flows provided by (used in) financing
activities
  Proceeds from borrowings                       35,372        23,787 
  Reduction of borrowings                       (42,048)      (26,982)
  Purchases of treasury stock                    (3,579)       (1,063)
  Proceeds from exercise of stock options         1,450         1,682
                                               --------      --------
Net cash used in financing activities            (8,805)       (2,576)
                                               --------      --------
Effect of exchange rate changes on cash             108          (423)
                                               --------      -------- 
Net increase (decrease) in cash and cash 
  equivalents                                     3,311       (22,425)

Cash and cash equivalents at
  beginning of period                            18,659        33,310 
                                               --------      --------
Cash and cash equivalents at 
  end of period                                $ 21,970      $ 10,885 
                                               ========      ========
Significant noncash investing and
financing activities
  Issuance of treasury shares for
    businesses acquired                        $  8,828 
  Debt assumed with businesses acquired        $ 24,838      $  1,944 
  Acquisition of treasury shares for
    stock options exercised                    $  1,778      $    774



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,	
                                -------------------      -------------------
                                  1998        1997         1998        1997
                                -------     -------      -------     -------

Net earnings                    $11,025     $ 8,450      $33,665     $23,960

Other comprehensive 
 income(expense):
   Foreign currency 
    translation adjustments       3,230      (2,606)         782      (5,100)  
                                -------     -------      -------     -------

Total comprehensive income      $14,255     $ 5,844      $34,447     $18,860   
                                =======     =======      =======     =======







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, 1998, the results of operations for the three and nine 
   month periods ended September 30, 1998 and 1997, and cash flows for the 
   nine month periods ended September 30, 1998 and 1997.  The December 31, 
   1997 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 1997 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 March 23, 1998, the Company acquired all of the outstanding 
   shares of Greenville Metals, Inc. (Greenville), a manufacturer of 
   specialty metals and alloys, located in Transfer, Pennsylvania, for 
   $15,500.  The excess of the purchase price over the fair values of the 
   net assets acquired was approximately $7,700 and has been recorded as 
   goodwill, which is being amortized on a straight-line basis over 40 
   years.

       On June 30, 1998, the Company acquired all of the outstanding 
   shares of Terry Machine Company (Terry), a manufacturer of specialty 
   cold headed fasteners for the automotive industry, located in 
   Waterford, Michigan, for $22,300.  The excess of the purchase price 
   over the fair values of the net assets acquired was approximately 
   $7,800 and has been recorded as goodwill, which is being amortized on a 
   straight-line basis over 40 years.

       On June 30, 1998, the Company also acquired the operating assets 
   of Howell Penncraft (Penncraft), a manufacturer of high-speed tool 
   steel and carbide products used in metal forming, located in Howell, 
   Michigan, for $3,500.  The purchase price approximated the fair value 
   of the net assets acquired.

<PAGE>8


       On July 31, 1998, the Company acquired all of the outstanding 
   shares of Nevada Bolt & Mfg. Co. doing business as Non-Ferrous Bolt & 
   Mfg. Co. (Non-Ferrous), a manufacturer of non-standard, hot-forged 
   bolts and nuts from stainless steel and specialty alloy materials, 
   located in Las Vegas, Nevada for $12,700.  Approximately $8,800 was 
   paid with 200 thousand shares of common stock from treasury and the 
   remainder in debt assumed by the Company.  The excess of the purchase 
   price over the fair values of the net assets acquired was approximately 
   $7,000 and has been recorded as goodwill, which is being amortized on a 
   straight-line basis over 40 years.

       In January 1997, the Company acquired all of the outstanding 
   shares of Postkey, Ltd. (Postkey), a manufacturer of cylindrical thread 
   roll dies, located in Nuneaton, England for $1,200.  The excess of the 
   purchase price over the fair values of the net assets acquired was 
   approximately $860 and has been recorded as goodwill, which is being 
   amortized on a straight-line basis over 20 years.

       On February 24, 1997, the Company acquired all of the outstanding 
   shares of Greer Stop Nut, Inc. (Greer), a manufacturer of nylon insert 
   nuts, located in Nashville, Tennessee for $10,000.  The excess of the 
   purchase price over the fair values of the net assets acquired was 
   approximately $5,000 and has been recorded as goodwill, which is being 
   amortized on a straight-line basis over 40 years.

       On March 7, 1997, the Company acquired the assets of RJF 
   International Corporation's (RJF) Bonded Magnet Business, a manufacturer 
   of flexible ferrite bonded magnets,  located in Cincinnati and Marietta, 
   Ohio for $9,200.  The excess of the purchase price over the fair values 
   of the net assets acquired was approximately $5,200 and  has been 
   recorded as goodwill, which is being amortized on a straight-line basis 
   over 30 years.

       On May 5, 1997, the Company acquired all of the outstanding shares 
   of Lake Erie Design Co., Inc. (LED), a manufacturer of high precision 
   ceramic cores for the investment casting industry, located in Wickliffe, 
   Ohio for $8,100.  The excess of the purchase price over the fair values 
   of the net assets acquired was approximately $6,500 and has been recorded 
   as goodwill, which is being amortized on a straight-line basis over 30 
   years.

       On September 23, 1997, the Company acquired all of the outstanding 
   shares of Mohawk Europa Limited (Mohawk), a specialty cutting tool 
   manufacturer, located in Shannon, Ireland for $9,100.  The purchase price 
   approximated the fair value of the net assets acquired.

       On December 2, 1997, the Company acquired all of the outstanding 
   shares of Magnetic Technologies Corporation (MTC), a designer and 
   manufacturer of magnetic, electronic, and mechanical subassemblies of 
   copiers and printers for the electronic office equipment industry, 
   located in Rochester, New York and Rochester, England for $14,400.  
   Approximately $9,600 was paid in cash and the remainder in common stock 
   of the Company.  The excess of the purchase price over the fair values of 
   the net assets acquired was approximately $8,500 and has been recorded as 

<PAGE>9


   goodwill, which is being amortized on a straight-line basis over 40 
   years.

       The following unaudited pro forma consolidated results of 
   operations are presented as if the Greenville, Terry, Penncraft, Non-
   Ferrous, Greer, RJF, LED, Mohawk and MTC acquisitions had been made at 
   the beginning of the periods presented.  The effects of the Postkey 
   acquisition is not material and, accordingly, has been excluded from 
   the pro forma presentation.

                                           Nine Months Ended
                                              September 30,	
                                         ---------------------
                                           1998         1997
                                         --------     --------
    
        Net sales                        $578,461     $523,666  
        Net earnings                       33,310       25,502
        Basic earnings     
          per common share                   2.67         2.05
        Diluted earnings 
       	  per common share                   2.56         1.95

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

3. Inventories

                          September 30,       December 31,
                               1998               1997
                          -------------       ------------
   Finished goods            $ 44,569           $ 38,222
   Work-in-process             37,668             36,871
   Raw materials 
     and supplies              24,369             20,843
   Tools                        5,842              6,530 
                             --------           --------
                             $112,448           $102,466
                             ========           ========

       The September 30, 1998 inventory balances include $9,200 of 
   inventory from businesses acquired in 1998.

4. Environmental Contingency

       The Company has been identified as a potentially responsible party 
   by various federal and state authorities for clean up or removal of 
   waste from various disposal sites.  At September 30, 1998, 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 

<PAGE>10


   be incurred over an extended period of time. The Company has not 
   included any insurance recovery in the accrued environmental liability. 
   The measurement of the liability is evaluated quarterly based on 
   currently available information.  As the scope of the Company's 
   environmental liability becomes more clearly defined, it is possible 
   that additional reserves may be necessary.  Accordingly, it is possible 
   that the Company's results of operations in future quarterly or annual 
   periods could be materially affected.  Management does not anticipate 
   that its consolidated financial condition will be materially affected 
   by environmental remediation costs in excess of amounts accrued.

5. Common Stock Split

       On July 29, 1997, the Company's Board of Directors approved a two-
   for-one split of its common stock, effective August 20, 1997, distributed 
   to shareholders on August 29, 1997.  In conjunction with the stock split, 
   the Board of Directors also approved a reduction in the par value of the 
   common shares from $1.00 to $0.50, and increased the number of authorized 
   common shares from 30,000,000 to 60,000,000.  All share and per share 
   data for prior periods presented have been restated to reflect the stock 
   split.

6. Per Share Data

       Earnings per share amounts have been restated in accordance with 
   Statement of Financial Accounting Standards No. 128, "Earnings Per 
   Share."  This restatement resulted in no material change from amounts 
   previously reported.  Earnings per share are computed as follows:   

                          Three Months Ended           Nine Months Ended
                             September 30,               September 30,	
                       -------------------------   -------------------------  
                           1998          1997         1998           1997	
                       -----------   -----------   -----------   -----------
 
Net earnings           $    11,025   $     8,450   $    33,665   $    23,960
                       ===========   ===========   ===========   ===========

Average shares of 
  common stock 
  outstanding used
  to compute basic 
  earnings per 
  common share          12,647,054    12,138,097    12,499,041    12,083,666

Additional common 
  shares to be 
  issued assuming
  exercise of stock
  options, net of 
  shares assumed 
  reacquired               455,523       694,649       488,899       659,925
                       -----------   -----------   -----------   -----------

Shares used to 
  compute dilutive
  effect of stock
  options               13,102,577    12,832,746    12,987,940    12,743,591
                       ===========   ===========   ===========   ===========   

<PAGE>11


Basic earnings per 
  common share               $0.87         $0.70         $2.69         $1.98
                             =====         =====         =====         ===== 
             
Diluted earnings per
   common share              $0.84         $0.66         $2.59         $1.88
                             =====         =====         =====         =====


7. Recently Issued Accounting Standards

       During the first quarter of 1998, the Company adopted Statement of 
   Financial Accounting Standards (SFAS) No. 130 "Reporting Comprehensive 
   Income."  This Statement establishes standards for reporting and 
   disclosing comprehensive income and its components.  Comprehensive 
   income includes all changes in equity except those resulting from 
   investments by owners and distribution to owners.

       In 1997, the Financial Accounting Standards Board issued Statement 
   of Financial Accounting Standards (SFAS) No. 131, "Disclosures about 
   Segments of an Enterprise and Related Information."  This Statement 
   establishes standards for reporting segment results based on the way 
   management organizes segments within the enterprise for making 
   operating decisions and assessing performance.  This Statement is 
   effective for financial statements for periods beginning after December 
   15, 1997.  This Statement need not be applied to interim financial 
   statements in the initial year of its application.  The Company will 
   adopt SFAS No. 131 in the fourth quarter of 1998.  Under the management 
   approach described in SFAS No. 131, the Company expects to replace its 
   fasteners and materials segments with fasteners, specialty materials 
   and magnetic materials operating segments.

        In February 1998, the Financial Accounting Standards Board issued 
   Statement of Financial Accounting Standards (SFAS) No. 132, "Employers' 
   Disclosures about Pensions and Other Postretirement Benefits."  This 
   Statement revises the required disclosures for employee benefit plans, 
   but it does not change the measurement or recognition of such plans.  
   This Statement is effective for financial statements for periods 
   beginning after December 15, 1997.  This Statement need not be applied 
   to interim financial statements in the initial year of its application.  
   The Company will adopt SFAS No. 132 in the fourth quarter of 1998, and 
   is still evaluating its impact on the Company's retirement plans and 
   other benefits disclosures.

       In June 1998, the Financial Accounting Standards Board issued 
   Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting 
   for Derivative Instruments and Hedging Activities."  This Statement 
   requires that all derivative instruments be recorded on the balance 
   sheet at their fair value.  Changes in the fair value of derivatives 
   are recorded each period in current earnings or other comprehensive 
   income, depending on whether a derivative is designated as part of a 
   hedge transaction and, if it is, the type of hedge transaction.  This 
   Statement is effective for all interim period financial statements for 
   fiscal years beginning after June 15, 1999.  The Company will adopt 
   SFAS No. 133 in the first quarter of 2000.  The Company anticipates 
   
<PAGE>12


   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.

8. Subsequent Event

       On October 28, 1998 the Company acquired all of the outstanding 
   shares of Chevron Aerospace Group Limited (Chevron) based in Wilford, 
   Nottingham, England for approximately $54,000.  Chevron is a 
   manufacturer of aircraft structural assemblies, precision machined 
   components, avionic panels, wiring harnesses and turbine lockplates.  
   The excess of the purchase price over the fair values of the net assets 
   acquired was approximately $25,000 and has been recorded as goodwill, 
   which is being amortized on a straight-line basis over 40 years.  The 
   acquisition of Chevron will be accounted for under the purchase method.  
   Chevron's results of operations will be included in the consolidated 
   financial statements from the date of acquisition.

       The following unaudited pro forma consolidated results of 
   operations are presented as if Chevron and the 1998 material 
   acquisitions made prior to September 30, 1998 (as described in Note 2 
   to the financial statements) had been made at the beginning of the 
   periods presented.

                                        Nine Months Ended
                                          September 30,	
                                        ---------------------
                                          1998         1997
                                        --------     --------

       Net sales                        $611,125     $554,652  
       Net earnings                       34,661       26,546
       Basic earnings     
         per common share                   2.77         2.14
       Diluted earnings 
         per common share                   2.67         2.03

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

PAGE<13>


                     SPS TECHNOLOGIES, INC. AND SUBSIDIARIES

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

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

       Sales, net earnings and net cash provided by operating activities are a 
   major improvement over the corresponding periods in the prior year.  With 
   the inclusion of businesses acquired in 1997 and 1998, all business groups 
   within the fasteners and materials segments contributed to the improvement 
   in operating results.  In the first nine months of 1998, the Company 
   completed seven acquisitions which expands the product offerings of the 
   related business groups.

Sales and Operating Earnings by Segment
---------------------------------------

(Unaudited-Thousands of dollars)

                           Three Months Ended       Nine Months Ended 
                              September 30,           September 30,	  
                           ------------------       ----------------- 
                             1998       1997          1998      1997 
                           -------    -------       -------    ------

Net sales:
  Fasteners                $120,561   $ 96,095     $343,965   $292,076
  Materials                  63,879     46,185      195,489    141,287 
                           --------   --------     --------   --------
                           $184,440   $142,280     $539,454   $433,363 
                           ========   ========     ========   ========

Operating earnings:
  Fasteners                $ 13,361   $ 10,282     $ 41,804   $ 30,475 
  Materials                   8,251      6,066       25,794     19,219 
  Unallocated 
    corporate costs          (2,530)    (2,270)      (7,915)    (7,130)
                           --------   --------     --------   -------- 
                           $ 19,082   $ 14,078     $ 59,683   $ 42,564 
                           ========   ========     ========   ========
Net Sales
---------

    Net sales increased $42.2 million, or 29.6 percent, in the third 
quarter of 1998 and $106.1 million, or 24.5 percent, for the nine month 
period ended September 30, 1998 compared to the same periods in 1997.

    Fastener segment sales increased $24.5 million, or 25.5 percent, in the 
third quarter of 1998 and $51.9 million, or 17.8 percent, for the nine 
month period.  The Company's aerospace fastener sales were up 18.7 percent 
to $62.2 million in the third quarter and 19.8 percent to $186.6 million 
for the nine month period.  The Company believes that demand for aerospace 
fasteners should remain relatively high throughout 1998 and into 1999 given 
the forecasted build rates for new aircraft and the ongoing need for 
maintenance and repair parts for the aging fleet of commercial and military 
aircraft.  While aerospace orders in North America did decrease in the 
first nine months of 1998, the Company believes that production volume 
should remain at a level that will continue to generate reasonable profits 
and significant free cash flow.  To further participate in the expanding 

PAGE<14>


European aerospace market, the Company has planned for a $4.3 million 
expansion project to its European aerospace fastener manufacturing 
operation.  This expansion is intended to be completed in 1999 and increase 
manufacturing capacity at the facility by 25 percent.

    Excluding the $10.8 million of sales by companies acquired in the last 
three months (Terry Machine Company and Non-Ferrous Bolt and Mfg. Co.), the 
Company's automotive and industrial fastener sales decreased $1.9 million, 
or 4.6 percent, compared to the third quarter of 1997 but increased $1.5 
million, or 1.2 percent, for the nine month period.  Modest growth in sales 
of fasteners manufactured in North America and Europe have been offset by a 
decrease in sales of fasteners manufactured in Brazil and Australia.  The 
overall weakness of the Brazilian economy and increased fastener industry 
capacity has adversely affected the Company's Brazilian operation. The 
Company's Australian operation was adversely affected by weak conditions in 
the automotive industry as a result of the Asian economic slowdown.

    The fastener segment includes sales by the Precision Tool Group.  This 
group was formed to build a full service, global tool business focusing on 
precision consumable tools used for metal forming and cutting.  Due 
primarily to the acquisition of Mohawk Europa Limited (Mohawk) on September 
23, 1997, and Howell Penncraft, Inc. (Penncraft) on June 30, 1998, this 
group increased sales by $5.7 million in the third quarter and $12.8 
million for the nine month period.

    Material segment sales increased $17.7 million, or 38.3 percent, in the 
third quarter of 1998 and $54.2 million, or 38.4 percent, for the nine 
month period.  Material segment acquisitions made after the third quarter 
of 1997, primarily Magnetic Technologies Corporation (MTC) and Greenville 
Metals, Inc. (Greenville), accounted for $10.1 million of the increased 
sales in the third quarter and $28.3 million of the increased sales in the 
nine month period.  Superalloy sales by the Cannon-Muskegon Corporation 
increased $6.6 million in the third quarter and $14.1 million in the nine 
month period.  Superalloy sales benefited from strong demand from the 
aerospace and industrial gas turbine markets.


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

    Operating earnings of the fasteners segment improved significantly from 
$30.5 million, or 10.4 percent of sales, for the nine months ended 
September 30, 1997, to $41.8 million, or 12.2 percent of sales, for the 
nine months ended September 30, 1998.  The improvement in earnings is 
attributed to increased sales of aerospace fasteners and improved operating 
efficiencies in all fastener businesses as a result of the aggressive 
capital expenditure programs over the past four years.  New production 
equipment, new plant layouts and process simplification have improved 
margins in the fastener group segment.  The operating earnings from Mohawk 
(acquired on September 23, 1997) and other fastener group acquisitions 
completed in 1998 also contributed to this increase.

    In the third quarter of 1998, the Company announced further downsizing 
of its manufacturing operation in Coventry, England.  In connection with 
this downsizing, the Company incurred a third quarter charge of $1.6 

<PAGE>15


million.  The headcount at this facility will be reduced by two-thirds to 
approximately 50 employees.  For the nine months ended September 30, 1998, 
the Coventry facility lost $3.1 million which included operating losses of 
$600 thousand, cost of employee separations of $1.5 million, inventory 
write offs of $600 thousand and other cost of $400 thousand.  For the nine 
months ended September 30, 1997, the Coventry facility lost $2.4 million 
which included operating losses of $1.6 million and cost of employee 
separations of $800 thousand.

    Operating earnings of the materials segment increased from $19.2 
million, or 13.6 percent of sales, for the nine months ended September 30, 
1997 to $25.8 million, or 13.2 percent of sales, for the nine months ended 
September 30, 1998.  The improvement in operating earnings is attributed to 
increased volume of superalloy sales and operating earnings from the 
recently acquired material businesses noted above.

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

    Due to higher levels of debt, interest expense increased from $6.7 
million in the first nine months of 1997 to $7.7 million in the first nine 
months of 1998.  The $1.3 million loss in equity in earnings of affiliates 
is the result of losses incurred by the Company's affiliates in China and 
India.  The loss from the Chinese joint venture is primarily due to the 
significant decrease in sales (41 percent or $3.7 million).  The loss from 
the India affiliate is primarily due to the writeoff of certain receivables 
and higher interest expense.  A portion of the profits before tax reported 
by Mecair and National-Arnold Magnetics Company have been offset in 
minority interest because the Company owns less than 100 percent of these 
consolidated subsidiaries.  Minority interest was $486 thousand in the 
first nine months of 1998.

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

    Incoming orders for the third quarter of 1998 were $175.2 million 
compared to $155.4 million in 1997, a 12.7 percent increase. Incoming 
orders for the nine months ended September 30, 1998 were $525.8 million 
compared to $479.9 million for the same period in 1997, a 9.6 percent 
increase.  Recently acquired businesses (primarily Terry Machine Company, 
Mohawk, Penncraft, MTC and Greenville) increased orders by $24.0 million 
for the quarter and $55.5 million for the nine month period.  Partially 
offsetting these increases was a decrease in orders received for aerospace 
fasteners ($14.5 million for the quarter and $30.4 million for the nine 
month period).  The decrease in aerospace orders is attributed to extended 
delivery times for certain aerospace products due to the high backlog of 
orders and to a flattening of current demand for aerospace fasteners 
manufactured in North America.  Orders for aerospace fasteners manufactured 
in Europe actually increased by $5.6 million for the nine month period.  
Backlog at September 30, 1998 was $238.1 million, compared to $231.2 
million on the same date a year ago and $251.1 million at December 31, 
1997.

<PAGE>16


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

    As discussed in Note 2 to the financial statements, the Company 
acquired four businesses in the first nine months of 1998. On March 23, 
1998, the Company acquired all of the outstanding shares of Greenville 
Metals, Inc. (Greenville) located in Transfer, Pennsylvania, for $15.5 
million.  Greenville manufactures master alloy ingot and shot, foundry 
additive products, miscellaneous induction alloys and refines and converts 
scrap for a wide variety of customers.  In 1997, Greenville had sales of 
approximately $20.5 million.  Greenville's capabilities complement and 
expand those of the Cannon-Muskegon Corporation and the Company expects 
future benefits from the operational synergies that can be achieved between 
Cannon-Muskegon and Greenville.  On June 30, 1998, the Company acquired all 
of the outstanding shares of Terry Machine Company (Terry) located in 
Waterford, Michigan, for $22.3 million. Terry manufactures specialty cold 
headed fasteners for the automotive industry and had sales for the twelve 
months ended April 30, 1998 of approximately $37.2 million.  This 
acquisition expands the Company's automotive product lines at a time when 
auto makers are attempting to limit the number of suppliers they do 
business with.  On June 30, 1998, the Company purchased the operating 
assets of Howell Penncraft (Penncraft) located in Howell, Michigan, for 
$3.5 million.  Penncraft is a manufacturer of high-speed tool steel and 
carbide products used in metal forming.  This acquisition expands the 
product range and geographic sales coverage of the Company's Precision Tool 
Group.  On July 31, 1998, the Company acquired all of the outstanding 
shares of Nevada Bolt & Mfg. Co. doing business as Non-Ferrous Bolt & Mfg. 
Co. (Non-Ferrous) located in Las Vegas, Nevada for $12.7 million.  Non-
Ferrous manufactures non-standard, hot-forged bolts and nuts from stainless 
steel and specialty alloy materials.  For the year ended January 31, 1998, 
Non-Ferrous had sales of approximately $17.1 million.  This acquisition 
expands the product range of the Company's industrial fastener products and 
extends their penetration into the industrial markets.  

    For $2.8 million, the Company also acquired three smaller sized 
businesses intended to add specific product line capabilities and enhance 
the competitive position of the Company's current businesses.  The company 
acquired the assets of Premier Microwave Corporation's solenoid business, 
certain assets of Robertson Tooling Limited (a manufacturer of planetary 
thread roll dies) and the assets of KSS Socket Screw, Inc. (a manufacturer 
of small diameter headed socket screws).  The combined annual sales of 
these three businesses is approximately $3.5 million and all assets were or 
will be relocated to currently owned facilities of the Company.

Liquidity and Capital Resources
-------------------------------

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

    Cash flow provided or used by operating activities, investing 
activities and financing activities is summarized in the condensed 

PAGE<17>


statements of consolidated cash flows.  Net cash provided by operating 
activities increased by $13.6 million compared to the first nine months of 
1997 primarily due to the $9.7 million improvement in net earnings.  

    The decrease in cash used in investing activities is attributed to the 
1998 payments for the acquisitions of Greenville ($9.7 million), Terry 
($8.4 million) and Penncraft ($3.5 million) versus the 1997 payments for 
the acquisitions of Greer Stop Nut, Inc. ($10 million), RJF International 
Corporation's bonded magnet business ($9.2 million), Lake Erie Design Co., 
Inc. ($7.8 million) and Mohawk ($8.4 million).  In January 1997, the 
Company sold land and a building located in Puerto Rico, a former site of 
an Unbrako manufacturing operation closed in 1992, for $1.1 million and 
these proceeds are included in the consolidated cash flow from investing 
activities.  Additionally, the Company spent $19.6 million for capital 
expenditures in the first nine months of 1998 and has budgeted $30.0 
million for the full year of 1998, as reported on Form 10-K for the year 
ended December 31, 1997.

    The Company's total debt to equity ratio was 50 percent at September 
30, 1998, compared to 52 percent at December 31, 1997.  Total debt was 
$128.3 million at September 30, 1998 and $110.7 million at December 31, 
1997. As of September 30, 1998, under the terms of the existing credit 
agreements, the Company is permitted to incur an additional $130 million in 
debt.  In the second quarter of 1998, the Company amended its Bank Credit 
Agreement and $85 million Note Purchase Agreement to,  among other items, 
redefine the covenants which limit the Company's total allowable debt.  The 
redefined covenants use net worth versus tangible net worth in the maximum 
leverage ratio computation, thus increasing the amount of borrowings 
allowed under these debt agreements. 

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

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

<PAGE>18


with addressing year 2000 issues over the cost of normal software and 
hardware upgrades and replacements will not be material to the Company's 
results of operations.  For the nine months ended September 30, 1998, the 
Company has incurred approximately $600 thousand of incremental expenses 
related to this issue.  All costs have been expensed in the period 
incurred.  The failure to correct a material year 2000 problem could result 
in an interruption in, or failure of, certain normal business activities or 
operations.  Due to the general uncertainty inherent in the year 2000 
problem, the Company is unable to determine at this time whether the 
consequences of year 2000 failure will have a material impact on the 
Company's results of operations, liquidity or financial condition.  The 
Company will continue to assess the readiness of its own systems and that 
of its suppliers and customers.  Contingency plans will be developed in 
1999 to deal with any problems which may become known as a result of these 
assessments. 

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 demand 
for aerospace fasteners and its effect on the Company's aerospace 
operations, future benefits from operational synergies with newly acquired 
companies and completing the Year 2000 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>19


                     SPS TECHNOLOGIES, INC. AND SUBSIDIARIES
                     ---------------------------------------
                                     PART II
                                     -------
                                OTHER INFORMATION
                                -----------------

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

The Company Declares Dividend Distribution Under Shareholder Rights Plan
------------------------------------------------------------------------

On October 27, 1998, the Company's Board of Directors declared a dividend 
distribution under its new Shareholder Rights Plan (the "New Plan").

Under the terms of the New Plan, which is effective November 21, 1998, 
preferred purchase rights will be distributed as a dividend at the rate of 
one right for each Common Share held as of the close of business on 
November 21, 1998. Shareholders will not receive certificates for the 
rights, but the rights will become part of each Common Share.  All rights 
expire on November 21, 2008. 

As previously disclosed, a summary of the New Plan will be mailed to 
shareholders of record on or around November 21, 1998.  A complete copy of 
the New Plan will be filed with the Securities and Exchange Commission and 
will be available from the Company upon the request of a rights holder.

The Company Acquires Chevron Aerospace Group Limited
----------------------------------------------------

On October 28, 1998 the Company acquired all of the outstanding shares of 
Chevron Aerospace Group Limited (Chevron) based in Wilford, Nottingham, 
England for approximately $54 million.  The sources of the funds used were 
current available cash, proceeds from the Company's current Bank Credit 
Agreement and a $22 million note payable to the sellers.  Chevron is a 
manufacturer of aircraft structural assemblies, precision machined 
components, avionic panels, wiring harnesses and turbine lockplates.  
Chevron's customers include BAe Airbus, Raytheon Hawker, Rolls-Royce, 
Lockheed Martin, Bombardier Shorts, Boeing and GKN Westland.  Chevron was 
purchased from its management team and Lloyds Development Capital, a UK 
private equity investor.  For the fiscal year ending March 31, 1999, 
Chevron is expected to have sales of $47 million.  

The acquisition of Chevron expands SPS' product offering to the European 
aerospace market, which is growing rapidly due to the continued success of 
Airbus in booking new airplane orders.  The acquisition of Chevron will be 
accounted for under the purchase method.  Chevron's results of operations 
will be included in the consolidated financial statements from the date of 
acquisition.

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

(a) Exhibits
   	    3    By-Laws as amended, effective April 28, 1998.

(b) No reports on Form 8-K were filed during the quarter ended September 
    30, 1998.

<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 2, 1998                	/s/William M. Shockley   
                                        ----------------------
                                       	William M. Shockley
                                       	Vice President and
                                       	Chief Financial Officer 





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

<PAGE>21


                              EXHIBIT INDEX




    3  By-Laws as amended, effective April 28, 1998.

   27  Financial Data Schedule.

PAGE<22>