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: March 31, 1998


                          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 April 30, 1998, 
was 8,926,305.


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<PAGE>









                                  MESTEK, INC.


                          QUARTERLY REPORT ON FORM 10-Q
                    FOR THE THREE MONTHS ENDED MARCH 31, 1998


                                      INDEX

                                                                      Page No.
PART I - FINANCIAL INFORMATION

         Condensed consolidated balance sheets at March 31, 1998
and December 31, 1997                                                  3 - 4

         Condensed consolidated statements of income for the three
months ended March 31, 1998 and 1997                                       5

         Condensed consolidated statements of cash flows for the three
months ended March 31, 1998 and 1997                                       6

         Condensed consolidated statement of changes in shareholders'
equity for the period from January 1, 1997 through March 31, 1998          7

         Notes to the condensed consolidated financial statements     8 - 10

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


PART II - OTHER INFORMATION

         Statement of Computation of Per share Earnings                   11

SIGNATURE                                                                 11



         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.





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<PAGE>



                         PART I - FINANCIAL INFORMATION


Item 1 - Financial Statements


                                   MESTEK,INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)



                                                   March 31,        Dec. 31,
                                                     1998             1997
                                                     ----             ----
                                                     (Dollars in thousands)

ASSETS
Current Assets
   Cash                                          $    1,898         $    2,494
   Accounts Receivable - less allowances of
       $2,604,000 and $2,529,000, respectively       46,292             52,696
   Unbilled Accounts Receivable                         269                248
   Inventories                                       56,092             51,580
   Other Current Assets                               4,905              5,273
                                                 ----------         ----------

              Total Current Assets                  109,456            112,291

Property and Equipment - net                         41,477             40,715
Equity Investments                                    8,778              8,778
Other Assets and Deferred Charges - net               5,435              5,516
Excess of Cost over Net Assets of 
   Acquired Companies                                23,719             23,817
                                                 ----------         ----------

              Total Assets                       $  188,865         $  191,117
                                                 ==========         ==========





See the Notes to Condensed Consolidated Financial Statements.



                                                         Continued on next page








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



                                                     March 31,       Dec. 31,
                                                       1998            1997
                                                        ----           ----
                                                       (Dollars in thousands)


LIABILITIES, AND SHAREHOLDERS' EQUITY
Current Liabilities
         Current Portion of Long-Term Debt       $    18,391    $    18,667
         Accounts Payable                             16,945         20,276
         Accrued Compensation                          3,138          6,100
         Accrued Commissions                           2,526          3,283
         Progress Billings in Excess of Cost
                 and Estimated Earnings                2,505          3,205
         Customer Deposits                             4,996          3,570
         Other Accrued Liabilities                    16,073         15,134
                                                 -----------    -----------

         Total Current Liabilities                    64,574         70,235

Long-Term Debt                                           642            662
Other Liabilities                                        238            238
                                                 -----------    -----------

         Total Liabilities                            65,454         71,135
                                                 -----------    -----------

Minority Interests                                     2,035          1,975
                                                 -----------    -----------

Shareholders' Equity
         Common Stock - no par, stated value $0.05 per share,
         9,610,135 shares issued                         479            479
         Paid in Capital                              15,434         15,434
         Retained Earnings                           112,569        109,199
         Treasury Shares, at cost, 
                 (683,830 common shares)          (    6,109)   (     6,109)
         Cumulative Translation Adjustment        (      997)   (       996)
                                                 ------------   ------------
              Total Shareholders' Equity             121,376        118,007
                                                 ------------   ------------


              Total Liabilities, and 
                     Shareholders' Equity        $   188,865    $   191,117
                                                 ============   ============




See the Notes to Condensed Consolidated Financial Statements.





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


                                                      Three Months Ended
                                                            March 31,
                                                    1998                 1997
                                                   --------             ------
                                                   (In thousands, except for
                                                          share amounts)


Net Sales                                         $   71,634        $   71,235
Net Service Revenues                                   4,015             3,981
                                                 ------------      ------------

     Total Revenues                                   75,649            75,216

Cost of Goods Sold                                    51,888            52,336
Cost of Service Revenues                               2,589             2,453
                                                 ------------      ------------

     Gross Profit                                     21,172            20,427

Selling Expense                                        9,753             8,924
General and Administrative Expense                     3,707             4,018
Engineering Expense                                    1,988             1,884
                                                 ------------      ------------

     Operating Profit                                  5,724             5,601

Interest Expense                                 (       159)      (       210)
Other Income (Expense) - net                     (       127)      (       159)
                                                 ------------      ------------

Income Before Income Taxes                             5,438             5,232

Income Taxes                                           2,068             1,979
                                                 ------------      ------------

Net Income                                       $     3,370       $     3,253
                                                 ============      ============

Basic Earnings Per Common Share                  $       .38       $       .36
                                                 ============      ============

Basic Weighted Average Shares Outstanding              8,926             8,930
                                                 ============      ============

Diluted Earnings Per Common Share                $       .38       $       .36
                                                 ============      ============

Diluted Weighted Average Shares Outstanding             8,950             8,947
                                                 ============      ============



See the Notes to Condensed Consolidated Financial Statements.





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

                                                         Three Months Ended
                                                              March 31,
                                                      1998                1997
                                                     --------            ------
                                                        (Dollars in thousands)


Cash Flows from Operating Activities:
     Net Income                                    $  3,370            $  3,253
     Adjustments to Reconcile Net Income to Net Cash
         Used In Operating Activities:
     Depreciation and Amortization                    1,929               1,935
     Provision for Losses on Accounts Receivable         75                 185
     Change in Assets & Liabilities:
     Cash Flows Provided by (Used in) Changes in:
         Accounts Receivable                          6,329               4,798
         Unbilled Accounts Receivable               (    21)            (    38)
         Inventory                                  ( 4,512)            ( 6,124)
         Other Assets                                   274             ( 4,786)
         Accounts Payable                           ( 3,331)            ( 2,578)
         Accrued Expenses                           ( 1,354)            (   106)
         Progress Billings                          (   700)            (   148)
         Other Long Term Liabilities                     -              (     1)
                                                   ---------            --------

Net Cash Provided by (Used in) Operating Activities   2,059             ( 3,610)
                                                   ---------            --------

Cash Flows from Investing Activities:
     Capital Expenditures                           ( 2,418)            ( 4,109)
     Acquisition of Businesses (net of cash acquired)     -             ( 5,141)
                                                   ---------            --------
     Net Cash Used in Investing Activities          ( 2,418)            ( 9,250)
                                                   ---------            --------

Cash Flows from Financing Activities:
     Net Borrowings Under Line of Credit Agreements  14,720               3,105
     Principal Payments Under Long Term Debt
         Obligations                                (15,016)            ( 1,087)
     Increase in Minority Interests                      60                  58
     Cumulative Translation Adjustments             (     1)                  6
                                                   ---------            --------

Net Cash Provided by (Used in) Financing Activities (   237)              2,082
                                                   ---------            --------

Net Decrease in Cash and Cash Equivalents           (   596)           ( 10,778)
Cash and Cash Equivalents - Beginning of Period       2,494              11,649
                                                   ---------           ---------
Cash and Cash Equivalents - End of Period          $  1,898            $    871
                                                   =========           =========

See the Notes to Condensed Consolidated Financial Statements.





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<PAGE>






                                  MESTEK, INC.
       CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
                                   (Unaudited)
              For the period January 1, 1997 through March 31, 1998







                                   Addtn'l                      Cumul.
                           Common  Paid In  Retained  Treasury  Transl.
                            Stock  Capital  Earnings   Shares    Adj.    Total
                            -----  -------  --------  -------  -------  -------
Balance - January 1, 1997   $  479 $15,434  $94,794 $ (6,040) $(  949) $103,718

Net Income                                   14,405                      14,405
Common Stock Repurchased                             (    69)           (    69)
Cumulative Translation Adjustment                              (   47)  (    47)
                           ------  ------- --------  --------  ------- --------
Balance - December 31, 1997 $ 479  $15,434 $109,199 $( 6,109) $(  996) $118,007
 
Net Income                                    3,370                       3,370
Cumulative Translation Adjustment                              (    1)   (    1)

                           ------  ------- -------- --------  -------- --------
Balance - March 31, 1998   $  479  $15,434 $112,569 $( 6,109) $(  997) $121,376
                           ======  ======= ======== ========= ======== ========

See the Notes to Condensed Consolidated Financial Statements.



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<PAGE>



                                  MESTEK, INC.

            NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


                    Note 1 - Significant Accounting Policies

Basis of Presentation

         The condensed 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,  consisting  solely of
normal recurring 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 $2,068,000  and $1,979,000
were  recorded  for the three  month  periods  ended  March  31,  1998 and 1997,
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 of  $11,118,000  which is being  amortized  over 25
years. The acquisitions of Rowe Machinery & Automation,  Inc., and Omega Flex,
Inc. in 1996 resulted in goodwill of $7,729,000 which is being amortized over 25
years. The acquisition of Hill Engineering,  Inc. on January 31, 1997,  resulted
in goodwill of $2,892,000  which is being  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.







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Note 2 - Property and Equipment

                                        March 31,               Dec. 31,
                                          1998                     1997
                                       ----------               -------

         Land                         $  2,045,000         $     2,045,000
         Building                       18,941,000              18,319,000
         Leasehold Improvements          4,352,000               4,352,000
         Equipment                      62,056,000              60,260,000
                                      ------------         ---------------
                                        87,394,000              84,796,000
         Accumulated Depreciation      (45,917,000)           ( 44,261,000)
                                      ------------         ---------------
                                      $ 41,477,000         $    40,715,000
                                      ============         ===============



Note 3 - Long-Term Debt

                                         March 31,                  Dec. 31,
                                           1998                       1997
                                       -----------                  -------

Senior Notes                           $     -                    $15,000,000
Revolving Loan Agreement                 18,220,000                 3,500,000
Other Bonds and Notes Payable               813,000                   829,000
                                       ------------               -----------

                                         19,033,000                19,329,000
Less Current Maturities                ( 18,391,000)             ( 18,667,000)
                                       ------------               -----------

                                       $    642,000               $   662,000
                                       ============               ===========

Revolving Loan Agreement - The Company has a Revolving Loan Agreement and Letter
of Credit  Facility  (the  Agreement)  with a  commercial  bank.  The  Agreement
provides $55 million of unsecured revolving and $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 1.00% or, at the discretion of the borrower,
LIBOR plus a quoted market factor or, alternatively,  in lieu of the prime based
rate,  a rate based on the  overnight  Federal  Funds Rate.  The  Agreement  was
recently  renewed on a one year basis  extending  through  April 30,  1999.  The
Revolving Loan Agreement  contains  financial  covenants  which require that the
Company maintain certain current ratios, working capital amounts,  capital bases
and leverage  ratios.  This 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.

         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 matured and were paid off on
March 1, 1998. The notes bore interest at 5.53% per annum.

         Other bonds and notes payable include  $670,000 in secured  obligations
assumed in connection with the purchase of Hill Engineering, Inc. on January 31,
1997.








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 Note 4 - Earnings Per Common Share

         Basic  earnings  per share were  computed  using the  weighted  average
number of common shares outstanding. Common stock options were considered in the
computation of diluted earnings.


Note 5 - Subsequent Event

         On April 29, 1998 the  Company,  through a newly  established  Canadian
subsidiary,  acquired 100% of the capital stock of Ruscio  Brothers  Refractory,
Ltd.  (RBR) and 988721 Ontario Inc. (988721) of  Mississauga,Ontario, Canada 
for approximately $4.3 million CA. RBR and 988721 operate under the
name Ruscio Brothers  Industries (RBI). RBI manufactures  copper-finned  boilers
and water  heaters  which are  distributed  primarily  in Canada.  Copper-finned
boilers are complementary to the Company's other boiler products and the Company
expects that its  distribution  network in the United States will  substantially
expand RBI's sales.


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

         Total  Revenues in the Company's  HVAC segment during the first quarter
of 1997 were reduced  relative to the first  quarter of 1997,  by  $3,156,000 or
5.9%.  HVAC sales were adversely  effected by the relatively mild winter of 1998
as well as by changes in the  Company's  traditional  deferred  billing  program
which resulted in the  postponement of certain  shipments from the first quarter
to the  third  quarter  of 1998.  Gross  profit  margins  for the  HVAC  segment
decreased slightly,  from 28.0% to 27.3%.  Operating income for this segment was
accordingly  reduced from  $4,656,000 in the first quarter of 1997 to $3,434,000
in the first quarter of 1998.

         Total  Revenues  in  the  Company's  Metal  Products  segment  were  up
significantly during the first quarter of 1998 ($22,085,000 versus $18,529,000),
principally as a result of substantial  revenue growth in the segment's National
Northeast and Omega-Flex units.  National  Northeast has continued to expand its
capabilities as a high end  manufacturer  of thermal heat sinks.  Omega-Flex has
begun  to enjoy  the  fruits  of  significant  market  development  and  product
development  costs  incurred  in 1996 and 1997  relative  to it's  Trac-Pipe(TM)
flexible gas piping product,  the demand for which has grown substantially since
the product's  introduction in 1997. As a result of these factors,  gross profit
margins  improved  significantly,  from  23.8% to 28.5%,  and  operating  income
increased from $1,190,000 to $2,169,000.

         The Company's  computer  systems  segment  reported  slightly  improved
revenues,  but slightly reduced Gross Profit margins and, as a result,  slightly
reduced operating income.

         For the Company as a whole,  Selling,  General and Administrative,  and
Engineering  costs,  taken  together as a  percentage  of Total  Revenues,  were
slightly reduced from 19.71% to 18.05%.

         Operating  income for the first  quarter  of 1997 for the  Company as a
whole,  increased by $123,000 or 2.1%  reflecting the net effects of the factors
mentioned above.

         The  Company's  total  debt  (long-term  debt plus  current  portion of
long-term  debt) was  relatively  unchanged  during the quarter  ended March 31,
1998.  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.





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<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  filed no reports on Form 8-K  during the  quarter  for
which this report is filed.



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


                                                Three Months Ended March 31,
                                                 1998                  1997
                                               --------               ------
                                              (Amounts in thousands, except
                                                earnings per common share)


           Net Income for earnings per share  $   3,370             $   3,253
                                              =========             =========


           Basic weighted average number of
                 common shares outstanding        8,926                 8,930
                                              =========             =========


           Basic earnings per common share    $     .38             $     .36
                                              =========             =========

           Diluted weighted average number of
                common shares outstanding         8,950                 8,947
                                              =========             =========

           Diluted earnings per common share  $     .38             $     .36
                                              =========             =========



                                   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.

                                  MESTEK, INC.
                                  (Registrant)



Date: May 4, 1998             By: /S/ Stephen M. Shea
                                 --------------------
                                      Stephen M. Shea, Senior Vice President -
                                      Finance, and CFO (Chief Financial Officer)



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