UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                       450 Fifth Street, NW
                     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 June 29, 1997

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

  For the transition period from __________ to __________

  Commission file number 2-69336



                           CRAMER, INC.

A Kansas Corporation       IRS Employment I.D. #48-0638707
625 Adams Street
Kansas City, Kansas  66105 Telephone No. (913) 621-6700

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 

               APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date:
3,840,650 shares of common stock, no par value.


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                  PART I.  FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS

                           CRAMER, INC.
                          BALANCE SHEET
                            UNAUDITED
            (Amounts in Thousands, Except Share Data)

          ASSETS                            6/29/97      12/31/96
CURRENT ASSETS:
  Cash                                     $     98      $    117 
  Accounts receivable, net of 
    allowance of $21                          1,003         1,034 
  Inventories                                 1,323         1,286 
  Prepaid expenses                              274           284 
       Total current assets                   2,698         2,721 

PROPERTY, PLANT AND EQUIPMENT, NET              627           658 

Other assets:
  Intangible pension asset                      264           264 
  Other                                          25             0 

       Total Assets                         $ 3,614      $  3,643 

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Note payable                              $ 1,179       $ 1,059 
  Current portion of long-term debt              10            76 
  Accounts payable                              595           672 
  Accrued liabilities                           544           573 
       Total current liabilities              2,328         2,380 

NONCURRENT LIABILITIES:
  Pension benefits payable                      452           552 
  Other                                         196           159 
       Total noncurrent liabilities             648           711 

STOCKHOLDERS' EQUITY:
  Common stock, no par value; 
     authorized, 6,000,000 shares; 
     issued and outstanding 
     3,840,650 shares at June 29, 1997, 
     and December 31, 1996                    3,508         3,508 
  Accumulated deficit                        (2,828)       (2,914)
                                                680           594 
  Minimum pension liability 
     adjustment                                 (42)          (42)
       Net stockholders' equity                 638           552 

       Total Liabilities and 
       Stockholders' Equity                  $3,614        $3,643 



<PAGE>



                           CRAMER, INC.
                       STATEMENTS OF INCOME
                            UNAUDITED
          (Amounts in Thousands, Except Per Share Data)

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                                            QUARTER ENDED                           SIX MONTHS ENDED
                                    6/29/97             6/30/96              6/29/97             6/30/96
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<S>                                  <C>                 <C>                 <C>                 <C>

NET SALES                            $3,244              $3,132              $6,103              $5,799
COST OF SALES                         2,350               2,186               4,495               4,168
    Gross profit                        894                 946               1,608               1,631

OPERATING EXPENSES:
   Selling expenses                     530                 556                 954                 979
   General and administrative           277                 226                 526                 461
    Total operating expenses            807                 782               1,480               1,440

    Income from operations               87                 164                 128                 191

OTHER INCOME (EXPENSE):
   Interest expense, net               (23)                (24)                (47)                (60)
   Other, net                          (11)                 (5)                   5                  43
     Total other income 
     (expense)                         (34)                (29)                (42)                (17)

INCOME BEFORE INCOME TAXES               53                 135                  86                 174
INCOME TAX EXPENSE                        0                   0                   0                   0

NET INCOME                           $   53              $  135               $  86              $  174

  Net income per share 
    based on weighted 
    average number of 
    common equivalent 
    shares outstanding               $ 0.01              $ 0.04              $ 0.02              $ 0.05

Weighted Average Common 
 Equivalent Shares 
 Outstanding                      3,840,650           3,840,650           3,840,650           3,840,650


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<PAGE>




                           CRAMER, INC.
                     STATEMENTS OF CASH FLOWS
                            UNAUDITED
                      (Amounts in Thousands)


                                                       Six Months Ended  
                                                     6/29/97     6/30/96

Cash flows from operating activities:
Net income                                          $    86      $   174 
Adjustments to reconcile net 
 income to net cash provided by 
 (used in) operating activities:
 Depreciation and amortization                          101           84 
 Changes in operating assets 
   and liabilities:
      Accounts receivable                                31          (98)
      Inventories                                       (37)          32 
      Prepaid expenses                                   10           (2)
      Accounts payable and 
        accrued expenses                               (106)         (27)
      Other noncurrent liabilities                      (63)          11 

        Net cash provided by 
         operating activities                            22          174 

Cash flows from investing activities:
 Capital expenditures                                   (69)        (161)

Cash flows from financing activities:
 Principal payments on notes payable 
   and long-term debt                                (4,284)      (4,312)
 Proceeds from issuance of notes 
   payable and long-term debt                         4,312        4,272 

        Net cash provided by 
        (used in) financing activities                   28          (40)

Net decrease in cash                                    (19)         (27)
Cash at beginning of year                               117           84 

Cash at end of quarter                               $   98        $   57

Supplemental disclosures:
 Cash paid during the period for:
   Interest                                          $    45       $   57
   Income tax                                        $     0       $    1



<PAGE>


ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS

     Except for the historical information contained herein, this
     report on Form 10-QSB contains forward-looking statements
     that involve risk and uncertainties.  The Company's actual
     results could differ materially. In connection with the
     "safe harbor" provisions of the Private Securities
     Litigation Reform Act of 1995, Cramer, Inc. reminds readers
     that there are many important factors that could cause the
     Company's actual results to differ materially from those
     projected in forward-looking statements of the Company made
     by, or on behalf of, the Company.  When used in this
     Form 10-QSB and in other filings by the Company with the
     Securities and Exchange Commission, in the Company's press
     releases and in oral statements made with the approval of an
     authorized executive officer, words or phrases such as "will
     likely result", "expects", "are expected to", "will
     continue", "is anticipated", "estimate", "project" or
     similar expressions are intended to identify forward-looking
     statements.  The Company wishes to caution readers not to
     place undue reliance on such forward-looking statements.

     There are a number of reasons why investors should not place
     undue reliance on forward-looking statements.  Among the 
     risks and uncertainties that could cause the Company's
     actual results for future periods to differ materially from
     any forward-looking statements made are the following:

          .    Fluctuations or reductions in product demand and
               market acceptance
          .    The level of product development by the Company
          .    Capacity and supply constraints or difficulties
          .    The results of financing efforts
          .    The effect of new laws and regulations
          .    Unexpected additional expenses or operating losses
          .    Competition
          .    The Company's reliance on certain vendors for key
               components.

          The foregoing list of risks and uncertainties is not
meant to be complete.



A.   SUMMARY OF OPERATIONS

     At $6,103,000, net sales for the first half of 1997 were 5%
     higher than for the same period in 1996.  The increase in
     net sales reflects a general strengthening in the Company's
     seating business and a 16% reduction in the costs of product
     returns, defects or price adjustments.  This reduction is a
     result of the Company's formal quality initiatives
     instituted in the second half of 1996.

     Intake of new orders was $6,182,000 in the first half of
     1997, an increase of 3% as compared to the first half of
     1996.  At June 29, 1997, the Company's backlog was $983,000,
     an increase of $11,000 from the level at December 31, 1996. 
     Substantially all of the Company's backlog is scheduled to
     ship within the next three months.



<PAGE>


     As a percentage of net sales, gross margins in the first
     half of 1997 were 26% as compared to 28% in the first half
     of 1996.  The decrease in margins reflects  (a) increased
     costs for manufacturing supplies and higher raw material and
     component prices, and (b) an increase in the proportion of
     products that are sold freight prepaid with the cost of
     delivery included in the price of the product.

     Selling expenses in the first half of 1997 decreased by
     $24,000 as compared to the first half of 1996.  The decrease
     primarily reflects the reclassification of certain selling
     costs to administrative departments and the absence of
     expenses to recruit and relocate new executive sales
     management which were incurred in 1996. General and
     administrative expenses increased due to additional
     engineering expenses necessary to implement a formal quality
     improvement program and expand new product development.

     Interest expense decreased by $13,000, or 22%, in the first
     half of 1997 as compared to the same period last year.  This
     difference arose primarily in the first quarter and reflects
     the lower interest rates available to the Company due to its
     participation in a consolidated Rotherwood banking
     arrangement initiated in the second quarter of 1996.  (See
     discussion in Management Discussion and Analysis in the 1996
     Form 10KSB.)

     Other nonoperating income in the first half of 1996 included
     $34,000 of insurance proceeds in settlement of a claim for
     damages arising from vandalism to the Company's heating
     system during February of 1996.

     For the first half of 1997, the Company's income from
     operations and net income were $63,000 and $88,000 lower
     than in the same period in 1996.  A general price increase
     was implemented effective July 1, 1997. In addition, the
     Company has accelerated its on-going cost reduction program. 
     Formal training programs also have been initiated for the
     Company's purchasing management in order to improve
     procurement practices.  Management expects improved
     performance in the second half of 1997 as compared to the
     first half of the year.


B.   FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

     The Company's trade accounts receivable decreased by $31,000
     from December 31, 1996 to June 29, 1997.  The decrease
     reflects the Company's improvement in cash collections. 
     Days sales in receivables decreased from 29.4 at December
     1996 to 28.1 at June 1997.

     Inventories increased by $37,000 during the first half of
     1997.  The increase is primarily in raw materials and work
     in progress, which is a normal trend during the year.

     Capital expenditures aggregated $69,000 during the first
     half of 1997 and consisted of factory tooling to enhance the
     Company's manufacturing capacity.  The rate of purchases of
     capital assets is not anticipated to change significantly
     during the remainder of 1997.



<PAGE>



     During the first half of 1997, the Company purchased the
     U.S. distribution rights to a product that competes with its
     Kik-step stool.  A portion of the purchase price represents
     payment of a non-compete agreement with the principal party
     associated with the other product.  This payment was
     recorded as an other non-current asset and is being
     amortized to expense over a 3 year period.

     The Company's accounts payable decreased by $77,000 during
     the first half of 1997.  The reduction was the result of the
     Company negotiating cash discounts for accelerated payments
     with several of its key vendors.  This is part of the
     Company's ongoing program to strengthen its relationships
     with its primary material suppliers.

     Primarily as a result of the decrease in accounts payable,
     short term notes payable increased by $120,000 during the
     first half of 1997.

     During the first half of 1997 the Company reduced its long-
     term notes by $66,000 in accordance with established payment
     schedules.

     The Company continues to participate in a consolidated cash
     management and credit facility with its parent, Rotherwood. 
     (See discussion in Management Discussion and Analysis in the
     1996 Form 10KSB.)  Management believes that the Company's
     access to this facility, along with existing cash balances
     and cash generated from future operations, will be adequate
     to meet future operating requirements and liquidity needs
     for the foreseeable future.



                   PART II.  OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

          The Company is a defendant in several lawsuits relating
          to product liability claims arising from accidents
          allegedly occurring in connection with the use of its
          products.  The claims are covered by insurance and are
          being defended by the Company's independent counsel, or
          by counsel assigned by the insurance carriers, but are
          subject to deductibles ranging from $0 to $100,000.  A
          number of the claimants allege substantial damages. 
          While management believes the Company has substantial
          defenses with respect to the claims, the ultimate
          outcome of such litigation cannot be predicted with
          certainty.  The Company has reasonably estimated and
          accrued in its financial statements its portion of the
          deductible as a product liability contingency.  Such
          claims are an ordinary aspect of the Company's
          business.



ITEM 2.   CHANGES IN SECURITIES

          None.



<PAGE>




ITEM 3.   DEFAULTS UPON SENIOR SECURITIES

          None.



ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

          On April 21, 1997, the Company solicited proxies
          concerning the election of Directors at a meeting held
          on May 20, 1997.



ITEM 5.   OTHER INFORMATION

          None.



ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

          None.



                            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.



                         CRAMER, INC.
                         (Registrant)



Date: 8\11\97            /S/ Gary A. Rubin
                         Gary A. Rubin
                         Vice President, Finance & CFO


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