SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM 10-Q


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


                      For the quarter ended: June 30, 1997


                         Commission file number: 1- 448


                                   MESTEK,INC.


                            Pennsylvania Corporation


                       I.R.S. Employer Identification No.
                                  25 - 0661650


                              260 North Elm Street
                         Westfield, Massachusetts 01085


                            Telephone: (413) 568-9571


The Registrant 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 and has
been subject to such filing requirements for the past 90 days.



The  number  of  shares  of Common  Stock  outstanding  as of July 28,  1997 was
8,929,082.





                                        1

<PAGE>








                                  MESTEK, INC.

                          QUARTERLY REPORT ON FORM 10-Q
                    FOR THE THREE MONTHS ENDED JUNE 30, 1997


                                      INDEX

                                    Page No.
PART I - FINANCIAL INFORMATION

    Condensed consolidated balance sheets at June 30, 1997
and December 31, 1996                                                Pages 3-4

    Condensed consolidated  statements of income for the three months 
ended June 30, 1997 and 1996 and the six months ended 
June 30, 1997 and 1996                                               Page 5

    Condensed consolidated statements of cash flows for the six
months ended June 30, 1997 and 1996                                  Page 6

    Condensed consolidated statement of changes in shareholders'
equity for the period from January 1, 1996 through June 30, 1997     Page 7

    Notes to the condensed consolidated financial statements         Pages 8-10

    Management's Discussion and Analysis of Financial Condition
and Results of Operations                                            Page 10

PART II - OTHER INFORMATION                                          Page 11

    Item 6 - Exhibits and Reports on Form 8-K

    Item 7 - Submission of Matters to a Vote of Security Holders

    Statement of Computation of Per share Earnings                   Page 11


SIGNATURE                                                            Page 12



         In the opinion of management, the information contained herein reflects
all  adjustments  necessary  to make the results of  operations  for the interim
periods a fair  statement  of such  operations.  All such  adjustments  are of a
normal recurring nature.



                                        2

<PAGE>





                         PART I - FINANCIAL INFORMATION


Item 1 - Financial Statements


                                   MESTEK,INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)


                                             June 30,                  Dec. 31,
                                              1997                       1996
                                                  (Dollars in thousands)


ASSETS
Current Assets
     Cash and Cash Equivalents             $     3,948            $       11,649
     Accounts Receivable - less allowances of
     $2,103 and $1,701 respectively             49,643                    49,577
     Unbilled Accounts Receivable                  258                       174
     Inventories                                51,579                    43,265
     Other Current Assets                        4,431                     4,087
              Total Current Assets           $ 109,859             $     108,752

Property and Equipment (Net)                    38,363                    31,439
Equity Investments                               8,778                     8,778
Other Assets and Deferred Charges - Net          6,961                     7,066
Excess of Cost over Net Assets of Acquired      20,581                    13,975
 Companies
              Total Assets                   $ 184,542                  $170,010







See the Notes to Condensed Consolidated Financial Statements.


                                                          Continued on next page






                                        3

<PAGE>



                                  MESTEK, INC.
                CONDENSED CONSOLIDATED BALANCE SHEETS (continued)
                                   (Unaudited)



                                                       June 30,         Dec. 31,
                                                         1997            1996
                                                         (Dollars in thousands)
LIABILITIES, AND SHAREHOLDERS' EQUITY
Current Liabilities
     Current Portion of Long-Term Debt               $    28,207      $     115
     Accounts Payable                                     20,064         19,559
     Accrued Compensation                                  2,578          4,886
     Accrued Commissions                                   2,138          3,404
     Progress Billings in Excess of Cost and
         Estimated Earnings                                3,305          2,899
     Customer Deposits                                     3,518          4,829
     Other Accrued Liabilities                            12,889         13,786
         Total Current Liabilities                        72,699         49,478

Long-Term Debt                                               790         15,247
Deferred Compensation                                         16             18
         Total Liabilities                                73,505         64,743

Minority Interests                                         1,879          1,549

Shareholders' Equity
     Common Stock - no par, stated value $0.05
         per share, 9,610,135 shares                         479            479
     Paid in Capital                                      15,434         15,434
     Retained Earnings                                   100,288         94,794
     Treasury Shares, at cost,(680,364 common shares)  (   6,040)     (   6,040)
     Cumulative Translation Adjustment                 (   1,003)     (     949)

         Total Shareholders' Equity                      109,158        103,718
         Total Liabilities, and Shareholders'Equity     $184,542       $170,010






See the Notes to Condensed Consolidated Financial Statements.











                                        4

<PAGE>



                                  MESTEK, INC.
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)


                             Three Months Ended                 Six Months Ended
                                 June 30,                          June 30,
                             1997          1996                1997         1996
                                   (In thousands, except per share amounts)

Net Sales                  $ 70,954     $ 63,946           $142,189   $ 126,093
Net Service Revenues          3,914        4,245              7,895       8,415
         Total Revenues      74,868       68,191            150,084     134,508

Cost of Goods Sold           52,509       48,095            104,845      93,149
Cost of Service Revenues      2,343        1,614              4,796       4,096
         Gross Profit        20,016       18,482             40,443      37,263

Selling Expense               9,749        8,267             18,673      16,666
General and Administrative
     Expense                  4,211        3,634              8,229       7,402
Engineering Expense           1,885        1,826              3,769       3,437
         Operating Profit     4,171        4,755              9,772       9,758

Interest Expense            (   387)    (    391)           (   597)     (  677)

Gain on Sale of Other Assets     -           590                -         1,444
Other Income (Expense) - net(   166)     (   397)           (   325)     (  688)

Income Before Income Taxes    3,618        4,557              8,850       9,837

Income Taxes                  1,377        1,816              3,356       3,954

Net Income                  $ 2,241    $   2,741            $ 5,494     $ 5,883

Earnings per Common Share   $   .25    $     .31            $   .61     $   .66

Weighted Average Shares
     Outstanding              8,930        8,930              8,930       8,946







See the Notes to Condensed Consolidated Financial Statements.














                                        5

<PAGE>




                                  MESTEK, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                                                            6 Months Ended
                                                               June 30,
                                                            1997           1996
                                                          (Dollars in thousands)
Cash Flows from Operating Activities:
     Net Income                                             $ 5,494     $ 5,883
     Adjustments to Reconcile Net Income to Net
         Cash Provided by (Used In) Operating
         Activities:
     Depreciation and Amortization                            3,569       2,890
     Provision for Losses on Accounts Receivable                402         434
     Change in Assets & Liabilities:
     Cash Flows Provided (Used) by Changes In:
         Accounts Receivable                                    538         517
         Unbilled Accounts Receivable                       (    84)          3
         Inventories                                        ( 6,814)      1,379
         Other Assets                                       ( 4,312)      1,592
         Accounts Payable                                       249    (  3,335)
         Progress Billings                                      406       1,557
         Other Accruals                                     ( 6,777)   (    109)
         Deferred Compensation                              (     2)   (      1)
         Purchase Price Payable - National Northeast           -       (  9,960)
     Net Cash Provided by (Used in) Operating Activities    ( 7,331)        850

Cash Flows from Investing Activities:
Capital Expenditures                                        (  6,944)   ( 2,489)
Disposition of Property                                          -        3,193
Acquisition of Businesses (net of cash acquired)            (  5,141)  ( 12,538)
Net Cash (Used in) Investing Activities                     ( 12,085)  ( 11,834)

Cash Flows from Financing Activities:
     Net Borrowings Under Line of Credit
         Agreement                                            13,040    ( 1,725)
     Proceeds from issuance of Long Term Debt                            15,000
     Principal Payments Under Long Term Debt
         Obligations                                         ( 1,106)   (   862)
     Repurchase of Common Stock                                  -      (   591)
     Net Change in
         Minority Interests                                  (   165)   (   531)
         Cumulative Translation Adjustments                  (    54)   (    49)

Net Cash Provided by Financing
     Activities                                               11,715     11,242

Net Increase (Decrease) in Cash and Cash
     Equivalents                                             ( 7,701)       258
Cash and Cash Equivalents - Beginning of
     Period                                                   11,649      1,405
Cash and Cash Equivalents - End of Period                    $ 3,948     $1,663

See the Notes to Condensed Consolidated Financial Statements.





                                        6

<PAGE>



                                  MESTEK, INC.
       CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
                                   (Unaudited)

              For the period January 1, 1996 through June 30, 1997

                              Addt'nl                        Cumul. 
                      Common   Pd In   Retain.   Treasury    Trans.
                      Stock   Capital   Earn.     Shares     Adjust.     Total

Bal.-Jan. 1, 1996     $ 479   $ 15,434 $ 81,465  ( 5,449)   (   883)   $ 91,046
Net Income                               13,329                          13,329

Common Stock Repurch.                            (   591)              (    591)
Cumul.Trans. Adj.                                           (    66)   (     66)
Bal.-Dec.31, 1996     $ 479   $ 15,434 $ 94,794  ( 6,040)   (   949)    103,718

Net Income                                5,494                           5,494
Cumul.Trans. Adj.                                           (    54)   (     54)

Bal.-June 30, 1997    $ 479   $ 15,434 $100,288  ( 6,040)   ( 1,003)   $109,158










See the Notes to the Condensed Consolidated Financial Statements.













                                        7

<PAGE>



                                  MESTEK, INC.

            NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)



Note 1 - Significant Accounting Policies

Basis of Presentation

     The consolidated  financial  statements include the accounts of the company
and its wholly-owned  subsidiaries.  In the opinion of management, the financial
statements include all material adjustments necessary for a fair presentation of
the Company's  financial  position,  results of operations  and cash flows.  The
results of this interim period are not necessarily indicative of results for the
entire year.

Inventories

     Inventories are valued at the lower of cost or market.  Cost of inventories
is determined principally by the last-in, first-out (LIFO) method.

Income Taxes

     Provisions for income tax in the amounts of $1,377,000 and $1,816,000  were
recorded for the three months ended June 30, 1997 and 1996, respectively.

Goodwill

     The  Company  amortizes  Goodwill  on the  straight  line  basis  over  the
estimated  period to be  benefitted.  The  acquisitions  of  National  Northeast
Corporation,  National Southeast Aluminum Corporation, and Heat Exchangers, Inc.
in 1995 resulted in  goodwill,(adjusted  for  additional  consideration  paid as
explained more fully in Note 2) of  $11,118,000  which will be amortized over 25
years. The acquisitions of Rowe Machinery and Automation,  Inc., and Omega Flex,
Inc.  in 1996,  as more fully  described  in Note 2,  resulted  in  goodwill  of
$7,729,000  which  will be  amortized  over 25 years.  The  acquisition  of Hill
Engineering,  Inc.  on January  31,  1997,  as more fully  described  in Note 2,
resulted in goodwill of $2,892,000  which will be amortized  over 25 years.  The
Company  continually  evaluates the carrying value of goodwill.  Any impairments
would be recognized when the expected  future  operating cash flows derived from
such goodwill is less than their carrying value.

Reclassification

     Reclassifications  are made  periodically  to previously  issued  financial
statements to conform with the current year presentation.

Note 2 - Business Acquisitions

     On  January  31,  1997,  the  Company  acquired  91.01% of the  issued  and
outstanding common stock of Hill Engineering,  Inc. of Villa Park,  Illinois and
Danville, Kentucky (Hill). Hill is a leading producer of precision tools and 
dies for the gasket  manufacturing  and roll-forming  industries and other
speciality equipment. The purchase price paid for the acquired stock was $5.1 
million.

     On  January 2, 1997,  the  Company's  National  Northeast  subsidiary  paid
$4,028,000  in additional  consideration  related to the purchase on October 30,
1995 of approximately  83% of the issued and outstanding  voting common stock of
National Northeast  Corporation and National Southeast  Corporation  (National).
This payment completes the Company's acquisition of National.






                                        8

<PAGE>



Note 3 - Property and Equipment
                                                 June 30,              Dec. 31,
                                                   1997                  1996

Land                                           $ 1,748,000          $ 1,092,000
Buildings                                       17,112,000           13,657,000
Leasehold Improvements                           4,388,000            4,186,000
Equipment                                       56,823,000           51,183,000

                                                80,071,000           70,118,000
Accumulated Depreciation                       (41,708,000)         (38,679,000)
                                               $38,363,000          $31,439.000


Note 4 - Long-Term Debt

                                                 June 30,              Dec. 31,
                                                   1997                  1996

Senior Notes                                   $15,000,000          $15,000,000
Revolving Loan Agreement                        11,540,000                -
Note Payable - Bank                              1,500,000                -
Other Bonds and Notes Payable                      957,000              362,000
                                                28,997,000           15,362,000
Less Current Maturities                        (28,207,000)            (115,000)
                                               $   790,000          $15,247,000


Senior  Notes - On  April  5,  1996  the  Company  borrowed  $15,000,000  from a
commercial  insurance  company on an unsecured basis,  executing a Note Purchase
Agreement and the related Senior Notes,  (The Notes).  The Notes mature March 1,
1998 and bear interest at 5.53%. The Note Purchase  Agreement  contains a number
of financial  covenants  which limit the Company's  overall debt, its dividends,
and  in  certain  circumstances,  its  ability  to  effect  acquisitions  and/or
divestitures.  The Company's  management does not believe that these limitations
will materially affect the Company's future operations or strategic plans.

Revolving Loan Agreement - The Company's  Revolving Loan Agreement and Letter of
Credit Facility with a commercial bank was revised and extended recently through
April 30, 1998. The revised agreement (The Agreement),  provides for $50 million
of unsecured revolving credit, including $10 million of standby letter of credit
capacity.  Borrowings under the Agreement bear interest at a floating rate based
on the bank's prime rate less 1.75% or, at the discretion of the borrower, LIBOR
plus a quoted market factor.  In addition,  the Agreement  provides a $5,000,000
(Canadian)  unsecured line of credit facility.  The Agreement contains financial
covenants  which  require  that the Company  maintain  certain  current  ratios,
working capital amounts,  capital bases and leverage ratios.  The Agreement also
contains restrictions regarding the creation of indebtedness,  the occurrence of
mergers or  consolidations,  the sale of  subsidiary  stock,  and the payment of
dividends in excess of 50% of net income.

Note Payable Bank - The Company has a $10,000,000  unsecured line of credit with
a second  commercial bank which expires on June 30, 1998.  Borrowings  under the
line, which totaled $1,500,000 at June 30, 1997, accrue interest on the basis of
LIBOR plus a quoted market factor.

     Other  bonds and notes  payable  include  $670,000  in secured  obligations
assumed in  connection  with the purchase of Hill on January 31,  1997,  as more
fully described in Note 2.








                                        9

<PAGE>



Note 5 - Earnings Per Common Share

     Earnings  per share were  computed  using the  weighted  average  number of
common shares outstanding.

Note 6 - Shareholder's Equity

     Due to redemptions of the stock interests of certain employees of the 
Company's National Northeast Subsidiary the Company now owns approximately 88%
of the issued and outstanding voting common stock of National Northeast 
Corporation, a Delaware corporation, successor by merger to National Northeast
Corporation and National Southeast Corporation.

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

     Total  revenues in the Company's  HVAC segment during the second quarter of
1996 were essentially flat relative to the second quarter of 1997. Significantly
improved  sales in certain  residential  and commercial  hydronic  products were
offset  somewhat by reduced  sales of certain  industrial  and air  conditioning
products.  The  relocation of the Company's  Koldwave  product line from Skokie,
Illinois to Dundalk,  Maryland, which was completed in 1997, contributed to this
situation.  Gross profit  margins for the HVAC segment  increased  slightly from
26.1% to 26.9%.  Operating  income for this segment was down from  $2,447,000 in
the  second  quarter  of  1996  to  $2,312,000  in the  second  quarter  of 1997
reflecting the effect of overall flat sales mentioned  above.  (Gross Profit and
Operating Income for 1996 for this segment have been adjusted to reflect certain
reclassifications for purposes of comparability).

     Total   Revenues  in  the  Company's   Metal   Products   segment  were  up
significantly during the second quarter of 1997 ($20,268,000 versus $13,234,000)
reflecting the added effect of Dahlstrom  Industries,  Inc.,  acquired on August
30, 1996, and Hill Engineering, Inc., acquired on January 31, 1997. Gross profit
margins were reduced from 25.3% to 23.6%,  and operating  income  decreased from
$1,453,000 to $1,224,000 due to significant  product  development costs incurred
by Omega  Flex,  Inc.,  (Omega)  and  relocation  and other  transitional  costs
incurred by Rowe.  Omega,  acquired  in  February  1996,  is a  manufacturer  of
flexible  metal  hose.  In  January of 1997 Omega  introduced  Trac-Pipe(TM),  a
corrugated  stainless steel tubing product  developed  especially for use in the
piping and installation of gas appliances.  The unexpectedly rapid acceptance of
this  product  led  to  greater  market  development,  product  development  and
manufacturing overhead costs than were originally envisioned. The closing of the
Rowe Machinery manufacturing plant in Dallas, Texas and the move of its products
to the Company's Clinton, Maine facility was completed in the quarter ended June
30, 1997.

     The Company's  computer systems segment reported slightly reduced Revenues,
Gross Profit margins and Operating income figures in the quarter ended June 30,
1997 relative to the quarter ended June 30, 1996.

     For the  Company  as a whole,  Selling,  General  and  Administrative,  and
Engineering costs,  taken together as a percentage of Total Revenues,  increased
from  20.1% to  21.1%  owing  principally  to the  relatively  flat  HVAC  sales
mentioned above. (Sales Expense and General and Administrative Expense for 1996,
as reported in the  accompanying  financial  statements,  have been  adjusted to
reflect certain reclassifications for purposes of comparability).

     Operating income for the second quarter of 1997 for the Company as a whole,
decreased by $584,000 or 12.2% relative to the second quarter of 1996 reflecting
the various effects mentioned above.

     Pretax  income  for the  quarter  ended June 30,  1996  included a $590,000
nonrecurring gain on the sale of the Company's idle Hagerstown,  Maryland plant.
Earnings  per share was  increased  by $.04 in that  quarter as a result of this
transaction.

     The Company's  total debt (long-term debt plus current portion of long-term
debt)  increased   during  the  quarter  ended  June  30,  1997  by  $9,916,000,
principally  due to seasonal  growth in receivables  and  inventories as well as
additional  investments in capital  equipment.  Management regards the Company's
current capital  structure and banking  relationships  as fully adequate to meet
foreseeable future needs. The Company has not paid dividends on its common stock
since 1979.









                                       10

<PAGE>



                           PART II - OTHER INFORMATION


Item 6 - Exhibits and Reports on Form 8-K


     (a) Statement of Computation of Per Share Earnings...Page 11.

     (b) Registrant  did not file a Form 8-K during the  quarter  for which this
         report is filed.


Item 7 - Submission of Matters to a Vote of Security Holders

     The Company held its Annual  Meeting of  Shareholders  on May 23, 1997. The
     following Directors were re-elected to serve until the next Annual Meeting.


                                 A. Warne Boyce
                                 E. Herbert Burk
                                 William J. Coad
                                 Winston R. Hindle, Jr.
                                 David W. Hunter
                                 David M. Kelly
                                 David R. Macdonald
                                 John E. Reed
                                 Stewart B. Reed


     The  shareholders  voted to affirm the appointment of Grant Thornton LLP as
independent  auditors  for the Company for the fiscal year ending  December  31,
1997.
     


                                  MESTEK, INC.
              SCHEDULE OF COMPUTATION OF EARNINGS PER COMMON SHARE


                                          Three Months Ended    Six Months Ended
                                              June 30,              June 30,
                                            1997     1996         1997     1996
                                                 (Amounts in thousands, except
                                                  earnings per common shares)


Net income for earnings
     per share                            $ 2,241   $ 2,741     $ 5,494  $ 5,883

Total Common shares and
     common share
     equivalents                            8,930     8,930       8,930    8,946

Earnings per common
     share                                $   .25   $   .31     $   .61   $  .66






                                       11

<PAGE>






                                    SIGNATURE

     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.



                                        MESTEK,INC.
                                        (Registrant)

Date: July 28, 1997  
                                        /s/Stephen M. Shea
                                        Stephen M. Shea
                                        Senior Vice President - Finance
                                        (Chief Financial Officer


                                       



                                       12