UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q

/x/     Quarterly  Report  Pursuant  to Section  13 or 15(d) of the  Securities
        Exchange Act of 1934 FOR THE QUARTER ENDED MARCH 29, 1997

                                       OR

        Transition  Report  Pursuant  to Section  13 or 15(d) of the  Securities
        Exchange Act of 1934


        Commission File Number 1-3258

                                   LUKENS INC.
                              50 South First Avenue
                           Coatesville, PA 19320-0911
                                 (610) 383-2000

        Incorporated in Delaware
        I.R.S. Employer Identification Number 23-2451900

        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

                      SHARES OUTSTANDING AS OF MAY 2, 1997
                    Common Stock, $.01 Par Value, 14,940,329

<PAGE>

                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements.


Consolidated Statements of Earnings
(Dollars and shares in thousands except per share amounts)

                                                          FIRST QUARTER
                                                      Thirteen Weeks Ended
                                                    March 29,       March 30,
                                                      1997            1996
Net Sales                                          $ 248,118        264,172
Operating Costs and Expenses
     Cost of products sold                           233,837        252,464
     Selling and administrative expenses              12,386         14,824
                                                   ---------      ---------
         Total operating costs and expenses          246,223        267,288

Operating Earnings (Loss)                              1,895         (3,116)

     Interest expense                                  4,729          3,850
                                                   ---------      ---------

Earnings (Loss) Before Income Taxes                   (2,834)        (6,966)

     Income tax expense (benefit)                       (856)        (2,591)
                                                   ---------      ---------

Net Earnings (Loss)                                $  (1,978)        (4,375)
                                                   ---------      ---------

     Dividend requirements for preferred stock          (499)          (496)

Net Earnings (Loss) Applicable to Common Stock     $  (2,477)        (4,871)
                                                   ---------      ---------

Earnings (Loss) Per Common Share
     Primary                                       $    (.17)          (.33)
     Fully diluted                                 $    (.17)          (.33)

Common Shares and Equivalents Outstanding
     Primary                                          14,805         14,757
     Fully diluted                                    16,251         16,300

Cash Dividends on Common Stock - Per Share         $     .25            .25
                                                   ---------      ---------


        The accompanying notes are an integral part of these statements.

                                        1

<PAGE>

Consolidated Balance Sheets
(Dollars in thousands)
<TABLE>
<CAPTION>
                                                                                         March 29,      December 28,
                                                                                           1997            1996
<S>                                                                                     <C>               <C>   
Assets
      Current Assets
          Cash and cash equivalents                                                     $   9,080         10,282
          Receivables, less allowance of $7,681 in 1997 and $7,750 in 1996                116,594         92,356
          Inventories
                Products finished and in process                                          123,976        116,477
                Raw materials                                                              30,373         27,762
                Supplies                                                                    4,401          4,686
                                                                                        ---------        -------
                                                                                          158,750        148,925
          Deferred income taxes                                                            12,431         13,129
          Prepaid expenses and other                                                        1,289          1,964
                                                                                        ---------        -------
          Total current assets                                                            298,144        266,656

      Plant and Equipment                                                                 956,316        953,753
        Less accumulated depreciation                                                     431,024        420,427
                                                                                        ---------        -------
          Net plant and equipment                                                         525,292        533,326
      Intangible Assets net of accumulated amortization of $9,624 in 1997
        and $9,114 in 1996                                                                 57,825         57,158
      Deferred Income Taxes                                                                32,203         29,937
      Other Assets                                                                          1,689          1,674
                                                                                        ---------        -------
      Total Assets                                                                      $ 915,153        888,751
                                                                                        ---------        -------

Liabilities and Stockholders' Investment
      Current Liabilities
          Accounts payable                                                              $ 117,840         92,252
          Accrued employment costs                                                         41,229         46,603
          Other accrued expenses                                                           23,901         23,765
          Current maturities of long-term debt                                              5,507          4,878
                                                                                        ---------        -------
          Total current liabilities                                                       188,477        167,498

      Long-Term Debt (Note 5)                                                             257,184        248,695
      Retirement Benefits
          Pensions                                                                         44,483         43,995
          Medical and life insurance                                                      150,372        148,479
      Other Liabilities                                                                    21,914         22,015
                                                                                        ---------        -------
              Total liabilities                                                           662,430        630,682
      Commitments and Contingencies (Note 4)
      Redeemable Stock
          Series preferred stock, 1,000,000 shares authorized
            Series B ESOP convertible preferred
            (475,057 shares outstanding in 1997 and 480,018 in 1996)                       28,503         28,801
          Deferred compensation - ESOP                                                    (14,312)       (15,374)
                                                                                        ---------        -------
          Total redeemable stock                                                           14,191         13,427

      Stockholders' Investment
          Common stock, 40,000,000 shares authorized and 15,813,259 issued                    158            158
          Capital in excess of par value (Note 3)                                          86,812         86,002
          Earnings invested                                                               165,515        171,730
          Foreign currency translation adjustments                                         (1,336)        (1,332)
          Deferred compensation - restricted stock (Note 3)                                (2,328)          --
          Repurchased stock, at cost (872,930 shares in 1997 and 1,010,988 in 1996)
            (Note 3)                                                                      (10,289)       (11,916)
                                                                                        ---------        -------
              Total stockholders' investment                                              238,532        244,642
                                                                                        ---------        -------
     Total Liabilities and Stockholders' Investment                                     $ 915,153        888,751
                                                                                        ---------        -------

</TABLE>
        The accompanying notes are an integral part of these statements.

                                        2
<PAGE>
Consolidated Statements of Cash Flows
(Dollars in thousands)
<TABLE>
<CAPTION>
                                                                                             FIRST QUARTER
                                                                                         Thirteen Weeks Ended
                                                                                      March 29,      March 30,
                                                                                        1997           1996
<S>                                                                                  <C>             <C>    
Operating Activity
     Net earnings (loss)                                                             $ (1,978)       (4,375)

Adjustments to Reconcile Net Earnings (Loss) to
  Cash Flow Used for Operating Activity
     Depreciation and amortization                                                     12,481        11,910
     Income taxes deferred                                                             (1,568)       (2,223)
     Provision for uncollectible accounts                                               1,637         1,666
     Retirement benefit funding less than expense                                         820         3,665
     Changes in working capital affecting operations
          Accounts receivable                                                         (25,875)          544
          Inventories                                                                  (9,825)      (17,790)
          Prepaid expenses and other                                                      675           507
          Accounts payable                                                             25,594        (3,486)
          Accrued expenses                                                             (5,238)      (19,804)
     Other, net                                                                          (223)          727
                                                                                       ------        ------
          Cash flow used for operating activity                                        (3,500)      (28,659)

Financing Activity
     Long-term debt
          Proceeds from issuance of notes                                                --          74,538
          Other borrowed                                                               10,200          --
          Other repaid                                                                    (48)      (22,783)
     Dividends paid                                                                    (4,277)       (4,279)
     Proceeds from stock options exercised                                               --             802
     Other, net                                                                          --            (501)
                                                                                       ------        ------
          Net from financing activity                                                   5,875        47,777

Investing Activity
     Capital expenditures                                                              (4,402)      (19,648)
     Proceeds from sale of assets/subsidiaries                                            371           363
     Other, net                                                                           454          (465)
                                                                                       ------        ------
          Net for investing activity                                                   (3,577)      (19,750)

Cash and Cash Equivalents
     Increase (decrease)                                                               (1,202)         (632)
     Start of period                                                                   10,282        11,056
                                                                                       ------        ------
          End of period                                                              $  9,080        10,424
                                                                                       ------        ------
</TABLE>
        The accompanying notes are an integral part of these statements.

                                        3
<PAGE>


<PAGE>


SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
(Dollars in thousands except per share amounts)

1.       Basis of Presentation
         The financial  statements  are  unaudited  but reflect all  adjustments
         (consisting of normal recurring  accruals) which are, in the opinion of
         management,  necessary  to a fair  statement  of the  results  for  the
         interim periods presented.  The preparation of our financial statements
         in conformity with generally accepted  accounting  principles  requires
         estimates  and  assumptions   that  affect  the  reported  amounts  and
         contingency  disclosures.  These financial statements should be read in
         conjunction with the financial statements and related notes in the 1996
         Annual Report to Stockholders.  Results from any interim period are not
         necessarily indicative of the results for a full year.

2.       Future Accounting Changes
         In February 1997,  Statement of Financial  Accounting  Standards (SFAS)
         No. 128, "Earnings per Share," was issued. This statement specified the
         computation,  presentation and disclosure requirements for earnings per
         share (EPS).  The main objectives of the statement were to simplify the
         EPS calculation and to make EPS comparable on an  international  basis.
         Effective in the 1997 Annual Report, primary and fully diluted EPS will
         be replaced by basic and diluted  EPS.  Prior  period  results  will be
         restated. A significant  difference is that basic EPS no longer assumes
         potentially  dilutive  securities in the  computation.  Calculating EPS
         under the new  method had no impact on 1996 or first  quarter  1997 EPS
         figures. Since we were in a net loss position, no adjustments were made
         that would be  antidilutive  or reduce the loss per share under  either
         method.

         In  1997,  Lukens  will  also  adopt  SFAS  No.  129,   "Disclosure  of
         Information  about  Capital  Structure."  This  statement was issued in
         conjunction  with the earnings per share statement  discussed above and
         is intended to centralize capital structure disclosure requirements and
         to expand the number of companies subject to the requirements. Since we
         were in  compliance  with the  existing  capital  structure  disclosure
         requirements,  we do not expect to  materially  change our  disclosures
         under the new standard.

3.       Compensation Plans - Restricted Stock
         The Board of  Directors  approved the  issuance of  performance  vested
         restricted  stock  to  officers  and  other  executives  as  part of an
         incentive  compensation  program.  During  the first  quarter  of 1997,
         134,000  restricted  shares were  awarded.  The shares carry voting and
         dividend  rights and were  recorded at fair  market  value on the grant
         date. A corresponding  charge to deferred  compensation was recorded in
         the stockholders' investment section of the Consolidated Balance Sheets
         and was  adjusted  for the change in the  quarter-end  market  price of
         Lukens  common  stock.  The  awards  vest  at the end of  three  years,
         contingent on continued  employment and the  achievement of performance
         goals that are tied to Lukens'  total  shareholder  return  relative to
         other steel companies. No compensation expense was recognized for these
         awards in the 1997 first quarter.

                                       4

<PAGE>

4.       Commitments and Contingencies
         The company is party to various  claims,  disputes,  legal  actions and
         other  proceedings  involving  product  liability,   contracts,   equal
         employment opportunity,  occupational safety,  environmental issues and
         various other  matters.  In the opinion of  management,  the outcome of
         these  matters  should  not  have  a  material  adverse  effect  on the
         consolidated  financial  condition  or  results  of  operations  of the
         company.

5.       Subsequent Events
         On May 6, 1997, Standard & Poor's lowered their rating from BBB+ to BBB
         on  $150,000 of Lukens notes due in 2004 and on $75,000 of  Medium-Term
         Notes,  Series  A, due in  2006.  The  Standard  &  Poor's  outlook  is
         characterized as stable. 

                                       5

<PAGE>
Item 2.  Management's Discussion and Analysis of
         Financial Condition and Results of Operations.
         (Dollars in thousands)

Changes in Financial Condition during
the Thirteen Weeks Ended March 29, 1997

Capital Structure

Cash and cash  equivalents  totaled  $9,080 at the end of the first  quarter,  a
decrease of $1,202  from the end of 1996.  Working  capital of  $109,667  was up
$10,509  from the balance at the end of 1996.  Higher  accounts  receivable  and
inventories  were partially offset by a build in accounts  payable.  The current
ratio was 1.6 at the end of the quarter and at year-end 1996.

Debt at the end of the first  quarter was  $262,691,  an increase of $9,118 from
the beginning of the year. The increase reflected borrowings under our revolving
credit  agreement.  Based on  conditions  at the end of the quarter,  additional
borrowings  were limited to  approximately  $50,500 under the committed  line of
credit covenant.  The ratio of long-term debt to capital was 53.2 percent, which
compared to 51.7 percent at year-end 1996.

The Board of Directors  approved the issuance of performance  vested  restricted
stock to officers  and other  executives  as part of an  incentive  compensation
program.  During  the first  quarter of 1997,  134,000  restricted  shares  were
awarded.  The shares carry voting and dividend  rights and were recorded at fair
market value on the grant date. A corresponding charge to deferred  compensation
was recorded in the stockholders' investment section of the Consolidated Balance
Sheets and was adjusted for the change in the quarter-end market price of Lukens
common stock. The awards vest at the end of three years, contingent on continued
employment and the  achievement  of  performance  goals that are tied to Lukens'
total shareholder return relative to other steel companies.

On May 6,  1997,  Standard & Poor's  lowered  their  rating  from BBB+ to BBB on
$150,000 of Lukens notes due in 2004 and on $75,000 of Medium-Term Notes, Series
A, due in 2006. The Standard & Poor's outlook is characterized as stable.

Liquidity

Operating  activity  required cash of $3,500 compared to 1996 first quarter cash
required for operations of $28,659.  Lower cash requirements in 1997 were due to
improved   results  and  reduced   working   capital   requirements.   Incentive
compensation payments,  related to prior-year results, have a negative impact on
first quarter cash flow from operations, although to a lesser extent in 1997.

Financing  activity  generated  $5,875 with net borrowings of $10,152  partially
offset by  dividend  payments of $4,277.  Investing  activity  required  $3,577,
primarily for capital expenditures of $4,402.

                                       6
<PAGE>
A return to profitability in 1997 is dependent on market conditions,  especially
selling prices in the Stainless Group. Results should benefit from our continued
focus on cost reduction  initiatives and increased utilization of key facilities
from the capital expenditure program.

Order backlog was $119,400 at the end of the first quarter,  which was 6 percent
lower than  year-end  1996 order  backlog and 28 percent  lower than at the same
time last year.

In the long term, Lukens relies on the ability to generate sufficient cash flows
from  operating  activity to fund  investing and financing  requirements  and to
maintain  a target  long-term  debt-to-capital  ratio of 35  percent.  Primarily
because of our aggressive capital expenditure program, we continue to exceed our
target long-term debt-to-capital ratio.

Results of Operations for the Quarters Ended
March 29, 1997 and March 30, 1996

Operating Results

First  quarter  operating  earnings of $1,895  compared to an operating  loss of
$3,116 in the first  quarter  of 1996.  Improved  results  in the Carbon & Alloy
Group were  partially  offset by an  operating  loss  recorded by the  Stainless
Group.  Stainless  Group results  continued to be impacted by depressed  selling
prices throughout the first quarter.  In 1996, Carbon & Alloy Group results were
limited by a charge for labor contract  signing bonuses and the impact of severe
winter weather.  Selling and administrative  expenses were lower for the quarter
primarily due to the 1996 work force reduction and lower incentive  compensation
accruals.

Sales for the first  quarter  were  $248,118,  down 6 percent from 1996 sales of
$264,172.  Most of the decrease in sales  resulted from lower selling  prices in
the Stainless Group,  partially offset by higher shipments in the Carbon & Alloy
Group.

Interest Expense

Interest expense of $4,729 was up 23 percent compared to 1996 expense of $3,850.
The  increase  primarily  related  to higher  amounts  of  capitalized  interest
recorded in 1996.

Income Tax Expense (Benefit)

The  effective  tax rate  was 30.2  percent  in 1997 and 37.2  percent  in 1996.
Year-to-date results were used to develop the 1997 effective tax rate.

Net Earnings (Loss)

A net loss of $1,978 was recorded through the first quarter of 1997 compared to
a net loss of $4,375 for the same period in 1996.

                                       7
<PAGE>

Business Group Results
                                                     Operating
                         Net Sales                Earnings (Loss)
                    1Q 1997      1Q 1996       1Q 1997       1Q 1996

Carbon & Alloy     $123,010      121,427        7,896        (5,660)
Stainless           125,108      142,745       (3,066)        6,585
Corporate              --           --         (2,935)       (4,041)
                   --------      -------        -----        ------ 
                   $248,118      264,172        1,895        (3,116)
                   ========      =======        =====        ====== 


Carbon & Alloy Group

Net sales increased  slightly due to a 4 percent increase in shipments.  Shipped
tons were 175,400 in 1997 compared to 168,900 tons in 1996. Despite the increase
in shipments, sales were unfavorably impacted by a lower-value shipment mix.

The group recorded  operating  earnings in 1997 compared to an operating loss in
the first  quarter of 1996.  Results in 1996  included a $3,756 charge for labor
agreement  signing bonuses,  the impact of severe winter weather and disruptions
from the commissioning of the Steckel Mill Advanced Rolling  Technology  system.
Earnings in 1997 benefited from a continued focus on cost reduction initiatives.

Stainless Group

The group  recorded an operating  loss in the first  quarter of 1997.  Depressed
selling  prices  across  product  lines  continued to limit  results.  Despite a
significant  increase  in cold rolled  stainless  shipments,  depressed  selling
prices and lower service center sales led to a 12 percent sales  decline.  First
quarter 1996 sales were limited by inventory  corrections  by our customers that
reduced cold rolled stainless  shipments.  Shipments of 71,200 tons in 1997 were
up slightly compared to 71,000 tons in 1996.

                                       8

<PAGE>

                           PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.

In connection with the workers' compensation hearing loss claims alleged against
Lukens Steel Company, four additional claims were filed during the first quarter
of  1997.  As of  the  end of the  quarter,  52  active  claims  remain.  Claims
previously reported for Washington Steel Corporation were included in the Lukens
Steel Company totals because the subsidiaries merged on December 29, 1996.

Item 2.  Changes in Securities.

Disclosures  concerning  the issuance of 134,000  shares of  performance  vested
restricted stock are incorporated herein by reference from Part I, Item 2.

Item 4.  Submission of Matters to a Vote of Security Holders.

The issues listed below were voted upon at the Annual Meeting of Stockholders on
April 30,  1997. 

o The directors listed below were elected for a term of three years.

         T. Kevin Dunnigan
                  Votes For:                         12,408,187
                  Votes Withheld:                     1,607,670

         Ronald M. Gross
                  Votes For:                         12,565,292
                  Votes Withheld:                     1,631,349

         W. Paul Tippett
                  Votes For:                         12,567,752
                  Votes Withheld:                     1,628,891

         R. W. Van Sant
                  Votes For:                         12,306,627
                  Votes Withheld:                     1,723,856

                                       9

<PAGE>


Three non-binding shareholder proposals were also considered at the meeting.

o        Shareholders voted for a proposal to eliminate the provisions  relating
         to the division of the  directors of the Company into three classes and
         to fix the term of each of the directors to one year, setting the total
         number of directors at 11.

                  Votes For:                          6,333,093
                  Votes Against:                      5,837,915
                  Abstained:                            182,419
                  Broker Non-Votes:                   1,575,739

o        Shareholders voted against a proposal to set a target price equal to or
         greater  than the  highest  price  reached in the past three  years for
         stock  options  granted to current  directors,  officers  and other key
         employees.

                  Votes For:                          2,008,284
                  Votes Against:                     10,138,595
                  Abstained:                            206,818
                  Broker Non-Votes:                   1,575,739

o        Shareholders  voted for a proposal to rescind and terminate the Renewed
         Rights  Agreement  adopted by the Board of Directors  on September  25,
         1996,  and to refrain from amending or extending  the Rights  Agreement
         dated as of July 29, 1987,  as amended as of July 25, 1990, or to adopt
         any other Rights  Agreement,  including the Renewed  Rights  Agreement,
         unless and until otherwise  recommended by the holders of a majority of
         the outstanding common stock of the company.

                  Votes For:                          6,313,343
                  Votes Against:                      5,849,053
                  Abstained:                            191,302
                  Broker Non-Votes:                   1,575,738

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

(a)      Exhibits
         (11)     Statement regarding computation of per share earnings
         (27)     Financial Data Schedule

(b)      Reports on Form 8-K
         No report on Form 8-K was filed  during  the  quarter  ended  March 29,
         1997.

                                       10
<PAGE>




                                   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.




                                            LUKENS INC.




         May 7, 1997                        R. W. Van Sant
                                            ------------------
                                            R. W. Van Sant
                                            Chairman and Chief Executive Officer






         May 7, 1997                        P. Blaine Clemens
                                            ------------------
                                            P. Blaine Clemens
                                            Vice President and Controller




                                       11