U.S. Securities and Exchange Commission
Washington, D.C.  20549
Form 10-QSB

(Mark One)
  X  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
               SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 1997

____ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE 
       
EXCHANGE ACT 

For the transition period from __________ to
___________                 

Commission File Number  1-4142      

TENNEY ENGINEERING, INC.                     
(Exact name of small business issuer as 
specified in its charter)

           NEW JERSEY               22-1323920    
  (State or other jurisdiction    (IRS Employer
of incorporation or organization)  Identification No.)

1090 Springfield Road, Union, New Jersey 07083         

(Address of principal executive offices)

(908) 686-7870      
(Issuers telephone number)

NONE                              
(Former name, former address and former fiscal year, if
changed since last report.)

      Check whether the issuer (1) filed all reports
required to be filed by Section 13 or 15(d) of the
Exchange Act during the past 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   
   
      State the number of shares outstanding of each of
the issuers classes of common equity, as of the latest
practicable date: 
          Class          Outstanding at March 31, 1997
Common Stock $.01 par value        3,705,592

      Transitional Small Business Disclosure Format:
         Yes ____   No   X  <PAGE>
TENNEY ENGINEERING, INC.

FORM 10-QSB

QUARTER ENDED MARCH 31, 1997

I N D E X 


                                                                   
                                                      
                                                PAGE

Part I - Financial Information

  Item 1.  Financial Statements

    Consolidated Condensed Balance Sheet - 
      March 31, 1997                              3
 
    Consolidated Condensed Statements 
      of Operations  - Three months ended 
      March 31, 1997 and 1996                     4 

    Consolidated Condensed Statements of 
      Cash Flows -   
      Three months ended March 31, 1997 
      and 1996                                     5 
  
    Notes to Consolidated Condensed Financial
      Statements                                   6 
 
  Item 2.  Managements Discussion and Analysis

    Managements Discussion and Analysis 
      of Financial Condition and Results 
      of Operations                               17

Part II - Other Information                       19
   <PAGE>
TENNEY ENGINEERING, INC.
AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEET
MARCH 31, 1997
(In thousands of dollars - unaudited)

            ASSETS
Current Assets:
      Cash and cash equivalents                $    50
      Accounts receivable - net                  1,676
      Current portion of installment 
        note receivables                            55
      Inventories                                  662
      Prepaid expenses and other current assets     13
      Deferred tax asset                       $   283
            Total Current Assets                 2,739
      Plant and equipment, net                     349
      Installment note receivable, 
        noncurrent portion                         258
      Other assets                             $   215
            Total Assets                       $ 3,561

      LIABILITIES AND STOCKHOLDERS EQUITY
Current Liabilities:
      Notes payable bank                       $   375
      Accounts payable and other 
        accrued liabilities                        957
      Current portion of long-term 
        capital leases                              43
      Accrued payroll and payroll taxes            197
      Billings in excess of estimated 
        revenue on long-term contracts              59
      Pension obligation, current portion      $    73
            Total Current Liabilities            1,704

Long-term debt, net of current portion             482
            Total Liabilities                    2,186

Commitments and contingencies

Stockholders Equity:
      Preferred stock $.01 par value:
            Authorized 10,000,000 shares
            Issued and outstanding - none
      Common stock $.01 par value:
            Authorized 50,000,000 shares
            Issued 3,714,980 shares                 37
      Additional paid-in-capital                 2,297
      Retained earnings (deficit)                 (922)
                                                 1,412
Less treasury stock, 9,388 shares at cost           37 
            Total Stockholders Equity            1,375
            Total Liabilities and 
              Stockholders Equity              $ 3,561


See Notes to Consolidated Financial Statements.<PAGE>
TENNEY ENGINEERING, INC.
AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1997 AND 1996
(In thousands of dollars - unaudited)

                                          1997     1996

Net Revenue:
      Product and product related      $ 1,983  $ 2,030
      Service                              213      198
      Parts                                125      184
     License Fees                            0      111
            Totals                       2,321    2,523

Cost of Sales:
      Product and product related        1,535    1,668
      Service                              150      119
      Parts                                 68       77
            Totals                       1,753    1,864

Gross Profit                               568      659

Selling and administrative expenses        526      519

Income from operations                      42      140

Other expense (income):
      Interest expense                       4        4
      Other income, net                     (8)      (1)
            Totals                          (4)       3 

Income before income taxes                  46      137
Income taxes (benefit)                      (3)    (13)

Net Income                             $    49    $ 150

Net Income per common share            $  0.01    $0.04




Exercise of options would not be dilutative.<PAGE>
TENNEY ENGINEERING, INC.
AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
QUARTER ENDED MARCH 31, 1997 AND 1996
(In thousands of dollars - unaudited)

                                    1997        1996

Operating activities:
  Net income                      $   49   $   150
  Adjustments to reconcile income 
   to net cash provided by 
   (used in) operations:
     Depreciation and amortization    16        19
      Deferred tax asset              (3)      (67)
  Changes in operating assets and 
   liabilities:
     Accounts and installments
      receivables                    (34)     (277)
     Inventories                    (197)      (94)
     Prepaid expenses and other 
      current assets                  42       (13)
     Other assets                      3        (2)
     Accounts payable and other 
      accrued liabilities           (503)      160
     Accrued payroll and payroll 
      taxes                          (40)      105
     Billings in excess of 
      estimated revenues            (227)       41
  Net cash provided by (used in)
    operating activities            (894)       22

Investing activities:
  Acquisition of equipment           (64)       (8)
     Cash used in investing 
      activities                     (64)       (8)

Financing activities:
  Exercise of options and 
   issuance of common stock            2         0
  Proceeds from working capital 
   line of credit                    375         0
  Payments of note payable and 
   long-term capital leases          (30)      (14)
  Net cash provided by (used in)
    financing activities             347       (14)    

Net increase (decrease) in cash 
 and cash equivalents               (611)        0
Cash and cash equivalents, 
 beginning of year                   661       223


Cash and cash equivalents, 
 end of period                    $   50   $   223

Supplemental disclosure of cash flow
 information:
   Interest paid                 $     4   $     4
   Income taxes paid             $     0   $    14      
  


<PAGE>

Note 1:

Summary of Accounting Policies:

The financial information enclosed herewith as at March
31, 1997 and for the three months ended March 31, 1996 is
unaudited, and, in the opinion of the Company, reflects
all adjustments (which included only normal recurring
accruals) necessary for a fair presentation of the
financial position as of March 31, 1997, the changes in
cash flow for the three months ended March 31, 1997 and
1996 and the results of operation for these periods.

This quarterly report should be read in conjunction with
the Companys 1996 Annual Report and the March 31, 1997
Managements Discussion and Analysis of Financial
Condition and Results of Operations.
 

Note 2: 

Results of Operations:

The results of operations for the three months ended
March 31, 1997 are not necessarily indicative of the
results to be expected for the full year.

 
Note 3:

Financial Condition and Results of Operation:

As shown in the accompanying consolidated financial
statements, the Company has earned net income for the
quarters March 31, 1997 and 1996, respectively, from
operations, which has resulted in an improvement in the
Company's financial position.



Note 4:

License agreement:

During 1992 the Company entered into a six-year licensing
agreement with a manufacturer (the Licensee) of
environmental conditioning equipment. The terms of the
agreement, among others, provide for:  the Licensee to
manufacture and sell environmental test chambers and
other equipment under the Tenney name with the Company
also retaining the right to manufacture such products; 
the Company to receive license fees (up to a maximum of
$1,900,000) equal to 5% of qualifying sales during the
term of the agreement with specified minimum amounts
payable annually; an option for the Licensee to purchase
the Company's rights, title and interest in the Tenney
trademark for $100,000 at the end of the license term in
the event the Company is no longer manufacturing such
products; the Company to perform all servicing and
installation of the aforementioned equipment.  

In addition, the Company entered into a four-year
consulting agreement which expired in December, 1996,
with the Licensee whereby, for an annual fee of $120,000,
the Company will make the services of the Companys
president available to the licensee for a specified
period of time.
 
During November, 1996, the Company and Licensee agreed to
accelerate payment of license fees by having the Licensee
prepay $532,000, representing the amount remaining of the
$1,900,000 maximum license fee. In addition, the Tenney
trademark was sold for the sum of $100,000.  
 

Note 5:

Accounts receivable:

      Accounts receivable consist of the following:

                                                        
             
                                  March 31,    
                                    1997    
                              (In thousands
                                of dollars)
                                                        
      Accounts receivable, billed         $ 1,704

      Allowance for doubtful accounts         (28)

               Totals                     $ 1,676



At March 31, 1997, sales recognized on the percentage of
completion method approximated $1,938,000.  








Note 6:

Inventories:

      Inventories consist of the following: 

                                     March 31,          
                                       1997
                                  (In thousands
                                    of dollars)
                                                        
                                                        
   Raw materials                   $   761
     Work in process                     161   

            Totals                       922  

  Less:
     Provision for write-downs to 
      estimated realizable value         260 

            Totals                   $   662


Accumulated costs on long-term contracts recognized by
the percentage of completion method (see Note 5) were
approximately  $1,549,000.


Note 7:

Property, Plant and Equipment:

Plant and equipment, which is stated at cost, is
summarized as follows at March 31, 1997:

                                        March 31,
                                          1997
                                     (In thousands
                                       of dollars)

     Equipment                         $ 1,395          
     Equipment under capital leases        352
                                         1,747          
                                                        
                                              
     Accumulated depreciation           (1,398)

            Total equipment - net      $   349 

The Company leases certain equipment for use in its
operations under capital leases. Plant and equipment at
March 31, 1997, included capital leases of $352,000 and
related accumulated depreciation of $177,000.

DynaTenn, Inc. (d/b/a DynaVac), a wholly owned
subsidiary which manufactures diversified industrial
vacuum equipment, leases its 27,900 square-foot facility
in Hingham, Massachusetts, under an operating lease which
became effective on January 1, 1997, for a term of six
years. Rent charged to operations under this lease for
the first quarter of 1997 approximated $26,400.  During
1996, DynaVac leased a facility in Weymouth,
Massachusetts, under an operating lease which expired on
December 31, 1996. Rent charged to operations under this
lease approximated $16,800 for the first quarter of 1996.

Tenney Engineering, Inc. leases its facility in Union,
New Jersey, under an operating lease which expires in
December 1998. Rent charged to operations under this
lease approximated $17,500 and $33,300 in 1997 and 1996,
respectively.

At March 31, 1997, the aggregate minimum rental
commitments under non-cancelable leases for the period
shown are as follows:

       Year       Capital Leases   Operating Leases
                   (In thousands of dollars)
       1997         $   41             $ 177
       1998             55               241
       1999             55               157      
       2000             55               163      
       2001             33               169             
      
     Total          $  239             $ 907 
  
 Less imputed interest  67 
  Present value of net
    lease payments  $  172 
  Less current 
installments           43 
Long-term debt 
obligation at 
March 31, 1997      $  129

Imputed interest was calculated using rates between
7.06% - 9.76%

Note 8:

Debt:

Debt  maturing  within  one  year consists of  the 
following  at March 31,
                          1997             1996
                        (In thousands of dollars)

Notes payable - bank    $ 375             $ 0
Current portion of 
capital leases             43              55      
Current portion of 
pension obligation         73             179    
  
Total                  $  491           $234 


On September 12, 1996, the Company and Summit Bank (the
Bank) entered into a Loan and Security Agreement for a
$300,000 renewable working capital line of credit
expiring May 1, 1997, with interest at 2% over the Banks
prime lending rate (the Term Note). The Bank was
granted a security interest in substantially all the
Companys assets. At February 20, 1997, the Bank granted
a temporary increase of $100,000 in the line of credit,
raising it to $400,000. The Company as at March 31, 1997,
owes $375,000 under this line. On April 23, 1997, the
Bank increased the line of credit to $750,000 expiring on
May 1, 1998, with interest at 1-3/4% over the Banks
prime lending rate.

Long-term debt consists of the following at March 31,
                                                            
                                                                  
                                                  1997
                                          (In thousands
                                           of dollars)

Capital lease obligations                        $  172
Multi-employer pension obligation                   426


Total long-term debt including
      current maturities                            598 
   Less:  current maturities                        116

      Total long-term debt                       $  482



No new capital leases were entered into for equipment
during the first quarter of 1997.

The Company formerly had employees who were members of a
union and contributed to multi-employer pension plan for
such employees in accordance with a collective bargaining
agreement based on monthly hours worked. Due to the
cessation of manufacturing operations at the Company's
Union Facility, the Company ceased being a participant in
the multi-employer pension plan in February 1993.  Under
the Multi-Employer Pension Plan Amendments Act of 1980,
the Company may, under certain circumstances, become
subject to liabilities in excess of contributions made
under its collective bargaining agreement.

The Company received a demand from the Sheet Metal
Workers' National Pension Fund (the "Fund") for payment
of a withdrawal liability in quarterly installments of
$502,665 plus interest on overdue installments, statutory
liquidated damages, attorneys fees and injunctive
relief.

The Company negotiated with the Fund the amount of the
liability and an installment payment schedule.  

On September 6, 1996, the Company agreed to a settlement
of the matter proposed by the Fund and it executed a
Settlement Agreement(the Agreement). Among other
matters, the Agreement provides that the Company shall
pay the Fund $720,090 (the Settled Amount) on account
of the withdrawal liability, statutory interest and
counsel fees; provided, however, that if the Company pays
to the Fund the amount of $397,330 principal, plus
interest of $74,455, totaling $471,785 -- $75,000 upon 
signing and sixty (60) monthly payments of $6,613.09
commencing October 1, 1996 -- the Fund would accept the
total of $471,785 in satisfaction of the total withdrawal
liability.  

The Agreement contains various representations and
warranties by the Company.  In the event that timely
payments are not made or the Company otherwise defaults
under the Agreement, the Settled Amount will be due the
Fund, less any payments received. The Company has made
all payments to the Fund when they are due, and continues
to do so.  

The Company had reserved on its balance sheet as at
December 31, 1995, the sum of $581,835 for the withdrawal
liability to the Fund. The Company will charge all the
payments made to the Fund to this reserve account; and if
all payments are made in accordance with the provisions
of the Agreement, any balance in the reserve will be
recognized as forgiveness of indebtedness when payments
are complete. At March 31, 1997, the reserve approximated
$426,000.


Note 9:

Net Revenue:

Product and product-related net revenue includes revenue
from the Companys manufacturing operation, sales of
reconditioned equipment and rental income. Service
revenue includes revenue from the servicing and
installation of equipment and from the services of the
Companys president provided to the Licensee during 1996
(see Note 4). Parts revenue includes revenue from the
sale of replacement and spare parts for equipment
previously manufactured by the Company, as well as
equipment currently being manufactured under the Tenney
name and competitors equipment.
  




Note 10:

Income taxes:

Effective January 1, 1993, the Company has adopted the
Statement of Financial Accounting         Standards No. 109
("SFAS No. 109"), "Accounting for Income Taxes." SFAS 109
requires the use of an asset and liability approach in
accounting for income taxes.  Deferred tax assets and
liabilities are recorded based on differences between the
financial statement and tax bases of assets and
liabilities at the tax rates in effect when these
differences are expected to reverse.

Deferred tax assets are reduced by a valuation allowance
if, based on the weight of available evidence, it is more
likely than not that all or some portion of the deferred
tax assets will not be realized. The ultimate realization
of the deferred tax asset depends on the Company's
ability to generate sufficient taxable income in the
future. While management believes that the total deferred
tax asset will eventually be fully realized by future
operations, as a result of the losses experienced prior
to 1994, management recorded a valuation allowance equal
to 100% of the deferred tax asset upon adoption of SFAS
109 on January 1, 1993.  As a result, the initial
adoption of SFAS 109 has no impact on the Company's
consolidated financial statements.

At March 31, 1997, it was determined that the valuation
allowance should be reduced by $3,000. This determination
was based primarily on the improvement in the Company's
net income during 1997 and 1996.

Accordingly, management believes that it is more likely
than not that the Company will generate sufficient
taxable income to realize these future tax benefits. The
changes in the valuation           allowance resulted in
the recording at March 31, 1997, of an income tax benefit
of $3,000.

If the Company is unable to generate sufficient taxable
income in the future, increases in the valuation
allowance will be required through a charge to expense. 
If, however, the Company achieves sufficient
profitability to realize all of the deferred tax assets,
the valuation allowance will be further reduced and
reflected as an income tax benefit in future periods.

The components of the net deferred tax asset are as
follows at March 31,





                                                  1997
                                                (In thousands
                                                 of dollars)
Deferred tax assets:
     Inventory reserve                         $    85
     Accounts receivable reserve                    10
     Deferred compensation                          10
     Deferred pension obligation                   154
     Tax loss carryforward                         964
       Total deferred tax assets                 1,223

Deferred tax liabilities:
   Depreciation                                    (1)
   Valuation allowance                           (939)

    Total net deferred tax assets             $   283

At March 31, 1997 and March 31, 1996, the Company
utilized net operating loss carryforwards of $55,000 and
$191,000, respectively. The income tax expense results
from the federal alternative tax which was allocated as
follows:                                                          
                                                                   
                                1997            1996
                            (In thousands of dollars)

Current income tax expense    $   0          $  54

Deferred income tax benefit       (3)          (67) 

Net income tax (benefit)       $  (3)        $ (13)

At March 31, 1997, the Company has available, for tax
reporting purposes, net operating loss          carryforwards
of approximately $2,745,000 which expire through 2008.

A reconciliation of income tax provision at federal
statutory  rate to the income tax provision at the                
effective tax rate as follows:  The effective rate for
1997 and 1996 was 39%.
                                                       
      
                                  1997         1996
                              (In thousands of dollars)

Income taxes computed at the 
federal statutory rates        $   18       $   65
State taxes (net of federal 
benefit)                            3           11
Realization of benefits of 
tax loss carryforwards            (21)         (22)
Reduction of valuation 
allowance                          (3)         (67)
  
  Net income tax (benefit)     $   (3)       $ (13)

Note 11:

Common stock:

On May 26, 1995, at the annual meeting, a new ten-year
incentive stock option plan for officers and key
employees was approved and adopted. The plan provided
that options could be granted from time to time at a
price of not less than 100% of the fair market value of
the common stock as of the date of grant for officers and
employees who own less than 10% of the voting stock of
the Company and 110% of fair market value for those
officers and employees who own more than 10% of the
voting stock (affiliate employees). Options granted are
exercisable immediately and terminate no later than ten
years from date of grant (five years from date of grant
for affiliate employees). 

The fair value of each option granted is estimated on the
grant date using the Black-Scholes model. The following
assumptions were made in estimating fair value:

            Assumption                          1995 Plan

            Dividend Yield                            0%
            Risk-free Interest Rate                7.50%
            Expected Life                        3 Years
            Expected Volatility                   23.96%

The Company applies APB Option 25 in accounting for its
stock compensation plan. Accordingly, no compensation
cost has been recognized for the 1995 Plan in 1997 or
1996. Had compensation cost been determined on the basis
of fair value pursuant to FASB Statement No. 123, net
income and earnings per share would have been reduced as
follows:

                                     1997         1996
Net income
  As reported                      49,000       150,000
  Pro forma                        46,000       140,000

Primary earnings per share
  As reported                       0.01           0.04
  Pro forma                         0.01           0.03

Fully diluted earnings per share                      
  As reported                       0.01           0.04
  Pro forma                         0.01           0.03



Following is a summary of the status of the 1995 Plan
during the first quarter of 1997 and the year ended
December 31, 1996:

                                                                  
                                                Weighted          
                                                Average
                              Number of         Exercise
                                Shares           Price        
Outstanding at 1/1/97          290,000        $ 0.57104

Granted                         50,000          0.70468
Exercised                      (10,000)         0.23437
Canceled                       (10,000)         0.23437 

Outstanding at 3/31/97         320,000        $ 0.61296

Options exercisable at 3/31/97 320,000        $ 0.61296

Weighted average fair value
of options granted during
the first quarter of 1997    $ 0.26412

                                              Weighted
                                              Average
                             Number of        Exercise
                              Shares           Price               

Outstanding at 1/1/96        155,000       $ 0.24420

Granted                      145,000         0.89789
Exercised                    (10,000)        0.23437
Canceled                           0              --    

Outstanding at 12/31/96      290,000       $ 0.57104

Options exercisable 
at 12/31/96                  290,000       $ 0.57104

Weighted average fair value
of options granted during 1996 $ 0.21708
<TABLE>
Following is a summary of the status of options
outstanding at March 31, 1997:
<CAPTION>
                      Outstanding Options           Exercisable Options
                                     Weighted
                                     Average          Weighted                  Weighted
                                     Remaining        Average                   Average
  Exercise                           Contractual      Exercise                  Exercise
Price Range             Number       Life              Price            Number  Price  
<C>                     <C>            <C>              <C>              <C>       <C>
$0.23437-$0.25781     125,000        2 years         $0.24420         125,000   $0.24420
                      
$0.85937-$0.94531     145,000        3 years         $0.89789         145,000   $0.89789

$0.70468               50,000        3 years         $0.70468          50,000   $0.70468
</TABLE>

On March 11, 1997, the Board of Directors of the Company
adopted an amendment to the Companys Certificate of
Incorporation to classify outstanding Common Stock,
effective at the close of business April 10, 1997, as
Series B Common Stock. The amendment authorizes the
Company to issue 40 million shares of Series B Common
Stock, $.01 par value per share, and 10 million shares of
Series A Common Stock, par value $.01 per share. The
Board of Directors also voted to distribute one share of
Series A Common Stock on May 27, 1997, for each share of
Series B Common Stock owned of record April 10, 1997.


Note 12:

Commitments and contingencies:

Employment agreement:

In connection with the license agreement which provides
for the Company to receive $120,000 annually pursuant to
a consulting agreement (see Note 4), the Company entered
into a four-year employment agreement with its president
which required a minimum annual salary of $200,000
commencing in 1993 and which terminated in December 1996.

Lease commitments:

DynaTenn, Inc. (d/b/a DynaVac), a wholly owned
subsidiary which manufactures diversified industrial
vacuum equipment, leases its 27,900 square-foot facility
in Hingham, Massachusetts, under an operating lease which
became effective on January 1, 1997, for a term of six
years. Rent charged to operations under this lease
approximated $26,400 in 1997.  During 1996, DynaVac
leased a facility in Weymouth, Massachusetts, under an
operating lease which expired on December 31, 1996. Rent
charged to operations under this lease approximated
$16,800.

Tenney Engineering, Inc. leases its facility in Union,
New Jersey, under an operating lease which expires in
December 1998. Rent charged to operations under this
lease approximated $17,500 and $33,300 in 1997 and 1996,
respectively.

Contingencies:

The Company is not a party to any material pending legal
proceeding.

                  
 *   *   * 
 
<PAGE>
MANAGEMENTS  DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATION

Operating revenues and short-term borrowings under a
working capital line of credit appear to be sufficient to
cover corporate and associated administrative costs.
   
At March 31, 1997, the Companys cash and cash
equivalents totaled $50,000, a difference of $611,000
from the balance of $661,000 as at December 31, 1996. Net
cash used in operations  totaled $894,000. The primary
uses of cash were the paying of accounts payable
$503,000, the increase of inventory $197,000, and the
reductions of billings in excess of estimated billings 
$227,000. Cash was provided primarily by short-term
borrowings of $375,000 under the working capital line of
credit.

The Company is engaged in one industry segment: The
engineering, marketing and manufacturing of diversified
high-technology vacuum systems for space simulation,
optic coating and sputtering; and provides service,
refurbishing, upgrading, installation and sale or rental
of reconditioned test equipment. 


RESULTS OF OPERATIONS

Total net revenue for the three months ended March 31,
1997, of  $2,321,000 compares to net revenue of
$2,523,000 in the corresponding 1996 period.

Product and product-related net revenue for 1997 and 1996
was $1,983,000 and $2,030,000, respectively.  

Service-related revenue of $213,000 for the three months
ended March 31, 1997, compares to the first quarter 1996
revenue of $198,000, an increase of 7%. The increase is
due primarily to higher maintenance contract revenues.
Included in the 1996 service revenue was revenue from the
Licensees agreement for the use of the services of the
Companys president of approximately $30,000.

Revenue related to the sale of parts totaled $125,000 and
$184,000 for the quarters ended March 31, 1997 and 1996,
respectively. The decrease was due to receiving fewer
parts orders.  

Due to the completion of the License agreement in
November, 1996, there were no License fees earned during
the quarter ended March 31, 1997. During the quarter
March 31, 1996, $111,000 was earned as license fee.

The Companys order backlog at March 31, 1997, December
31, 1996, and March 31, 1996 was approximately $888,080,
$2,440,000 and $4,080,200, respectively. The decrease is
due primarily to an increase in completion of large
contract sales at the Companys DynaVac subsidiary.

The total cost of sales as a percentage of net revenue
was 75% for the quarter ended March 31, 1997, and
compares to 74% for the corresponding 1996 period. 

The first quarter 1997 cost of sales percentage of
product and product-related sales was 77% and compares to
a cost of sales of  82% during 1996. The decrease is due
to an increased level of reconditioned equipment sales at
higher margins. 

Service cost of sale as a percentage of sales was 70% and
60% for the 1997 and 1996 quarters, respectively. The
increase is due to lower sales in certain geographic
areas that did not cover fixed costs.

Cost of sales as a percentage of sales during 1997 for
parts was 54% and compares to 42% for the 1996
corresponding  period. The increase was due to the type
of parts sold.

Selling and administrative expenses for the first quarter
of 1997 was $526,000 and compares to expenses of $519,000
in the 1996 period.

Interest expense was $4,000 in 1997 and compares to
expense of $4,000 in the 1996 period.

The first quarter net income was $49,000 and $150,000 in
1997 and 1996, respectively.  
<PAGE>
PART II - OTHER INFORMATION

Item 6.  Exhibits

(a)   Exhibits

      (27)  Financial Data Schedule

(b)   Reports on Form 8-K

      A report on Form 8-K for an event occurring on
      March 14, 1997, was filed for Item 5, reporting a
      reclassification of stock and a stock distribution.





SIGNATURES

In accordance with the requirements of the Exchange Act,
the registrant caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                  Tenney Engineering, Inc.      
                                      (Registrant)

                                     s/Martin Pelman
                                
                                      Martin Pelman
                                     Vice President, Finance
                                     Principal Finance Officer



Dated:  May 14, 1997