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: September 30, 1996


                         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 October 23, 1996 was
                                   8,929,771.






<PAGE>






                                  MESTEK, INC.

                          QUARTERLY REPORT ON FORM 10-Q
                  FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1996


                                      INDEX

                                                                     Page No.
PART I - FINANCIAL INFORMATION

         Condensed consolidated balance sheets at September 30, 1996
and December 31, 1995                                                Pages 3-4

         Condensed consolidated  statements of income for the three months ended
September 30, 1996 and 1995 and the nine months ended
September 30, 1996 and 1995                                          Page   5

         Condensed consolidated statements of cash flows for the nine
months ended September 30, 1996 and 1995                             Page   6

         Condensed consolidated statement of changes in shareholders'equity for
the period from January 1, 1995 through September 30, 1996           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   10

         Item 6 - Exhibits and Reports on Form 8-K

         Statement of Computation of Per Share Earnings              Page   11


SIGNATURE                                                            Page   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.





                                        2

<PAGE>




                         PART I - FINANCIAL INFORMATION


Item 1 - Financial Statements


                                   MESTEK,INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)


                                                     Sept. 30,     Dec. 31,
                                                       1996          1995
                                                       ----          ----
                                                     (Dollars in thousands)

ASSETS
Current Assets
     Cash and Cash Equivalents                      $  4,548      $    1,405
     Accounts Receivable - less allowances of
     $1,975 and $1,377 respectively                   50,760          42,911
     Unbilled Accounts Receivable                        173             139
     Inventories                                      39,988          39,241
     Other Current Assets                              3,732           5,873
                                                  ----------      ----------
              Total Current Assets                    99,201          89,569

Property and Equipment (Net)                          30,035          24,968
Equity Investments                                     8,778           8,778
Property held for sale                                     -           2,955
Other Assets and Deferred Charges - Net                8,427           8,545
Goodwill                                              14,207           6,616
                                                   ---------        --------

              Total Assets                          $160,648        $141,431
                                                   =========        ========







See the Notes to Condensed Consolidated Financial Statements.





                                                        Continued on next page





                                        3

<PAGE>



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


                                                   Sept.  30,       Dec. 31,
                                                      1996           1995
                                                      ----           ----
                                                    (Dollars in thousands)
LIABILITIES, AND SHAREHOLDERS' EQUITY
Current Liabilities
     Current Portion of Long-Term Debt             $     389       $    2,651
     Accounts Payable                                 19,182           16,342
     Accrued Compensation                              4,117            3,218
     Accrued Commissions                               2,265            2,234
     Progress Billings in Excess of Cost and
         Estimated Earnings                            2,680            2,904
     Purchase Price Payable - National Northeast           -            9,960
     Other Accrued Liabilities                        15,755           10,634
                                                     -------        ---------
         Total Current Liabilities                    44,388           47,943

Long-Term Debt                                        15,201              380
Deferred Compensation                                     19               22
                                                     -------        ---------
         Total Liabilities                            59,608           48,345
                                                     -------        ---------

Minority Interest - National Northeast                 1,524            2,040
                                                     -------        ---------

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                                90,576           81,465
     Treasury Shares, at cost, 680,364 and
     634,864 common shares, respectively             ( 6,040)       (   5,449)
     Cumulative Translation Adjustment               (   933)       (     883)
                                                    ---------       ----------
     Total Shareholders' Equity                       99,516           91,046
                                                    ---------       ----------
     Total Liabilities, and Shareholders' Equity    $160,648         $141,431
                                                    =========       ==========







See the Notes to Condensed Consolidated Financial Statements.







                                        4

<PAGE>





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


                                       Three Months Ended    Nine Months Ended
                                             Sept. 30,           Sept. 30,
                                        1996        1995       1996       1995
                                        ----        ----       ----       ----
                                       (In thousands, except per share amounts)

Net Sales                             $ 75,432   $ 60,865   $201,525   $159,549
Net Service Revenues                     3,635      3,821     12,050     11,375
                                      --------    --------   --------   --------
Total Revenues                          79,067     64,686    213,575    170,924

Cost of Goods Sold                      55,456     43,600    147,729    114,269
Cost of Service Revenues                 2,179      2,130      6,275      6,689
                                      --------    --------   --------   --------
         Gross Profit                   21,432     18,956     59,571     49,966

Selling Expense                          8,886      8,070     25,071     22,888
General and Administrative
     Expense                             4,366      3,593     12,249      9,090

Engineering Expense                      1,932      1,305      5,369      4,117
                                      --------    --------   --------   --------
         Operating Profit                6,248      5,988     16,882     13,871

Interest Expense                     (     321)   (   277)  (    998)  (    520)
Gain on Sale of Investment                   -          -      1,444        850
Loss on Sale of Fixed Assets                 -    (   400)        -    (    400)
Amortization Expense                 (     159)   (    19)  (    398)  (     49)
Other Income (Expense) - net         (     340)   (   158)  (  1,665)  (    749)
                                      --------    --------   --------   --------

Income Before Income Taxes               5,428      5,134     15,265     13,003

Income Taxes                             2,200      2,171      6,154      5,457
                                      --------    --------   --------   --------

Net Income                            $  3,228   $  2,963   $  9,111   $  7,546
                                      ========    ========   ========   ========

Earnings per Common Share             $    .36   $    .33   $   1.02   $    .84
                                      ========   ========   ========   ========

Weighted Average Shares
     Outstanding                         8,930      9,015      8,941      9,022
                                      ========    ========   ========   ========







See the Notes to Condensed Consolidated Financial Statements.









                                        5

<PAGE>




                                  MESTEK, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                                              9 Months Ended
                                                               September 30,
                                                              1996       1995
                                                            --------   --------
                                                          (Dollars in thousands)
Cash Flows from Operating Activities:
     Net Income                                            $  9,111    $  7,546
     Adjustments to Reconcile Net Income to Net
         Cash Provided by (Used In) Operating
         Activities:
     Depreciation and Amortization                            4,249       2,698
     Provision for Losses on Accounts Receivable                598    (     91)
     Changes in Assets & Liabilities:
     Cash Flows Provided (Used) by Changes
            in Assets & Liabilities                           4,117    ( 15,234)
     Purchase Price Payable - National Northeast            ( 9,960)          -
                                                            --------   ---------
     Net Cash Provided by (Used in) Operating Activities      8,115    (  5,081)
                                                            --------   ---------
     Cash Flows from Investing Activities:
     Capital Expenditures                                   ( 4,662)   (  1,817)
     Disposition of Property                                  3,193       2,727
     Investments in Equity Securities                             -    (    146)
      Acquisition of Businesses (net of cash acquired)      (14,149)          -
                                                            --------   ---------
Net Cash (Used in) Investing Activities                     (15,618)        764
                                                            --------   --------

Cash Flows from Financing Activities:
     Net Borrowings Under Line of Credit
         Agreement                                          ( 1,560)      6,435
     Proceeds of issuance of Long Term Debt                  15,000           -
     Principal Payments Under Long Term Debt
         Obligations                                        ( 1,637)    ( 5,327)
     Repurchase of Common Stock                             (   591)    (   201)
     Net Change in National Northeast
         Minority Interest                                  (   516)          -
     Cumulative Translation Adjustments                     (    50)        139
                                                            --------   --------
Net Cash Provided by Financing
     Activities                                              10,646       1,046
                                                            --------   --------

Net Increase (Decrease) in Cash and Cash
     Equivalents                                              3,143      (3,271)
Cash and Cash Equivalents - Beginning of
     Period                                                   1,405       4,201
                                                           --------    --------
Cash and Cash Equivalents - End of Period                  $  4,548    $    930
                                                           ========    ========


See the Notes to Condensed Consolidated Financial Statements 












                                        6

<PAGE>


<TABLE>

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

                            For the period January 1, 1995  through September 30, 1996


<CAPTION>

                                                   Additional                      Cumulative
                                          Common    Paid In    Retained  Treasury Translation
                                           Stock    Capital    Earnings   Shares   Adjustment  Total

<S>                                     <C>         <C>         <C>       <C>        <C>      <C>
Balance - January 1, 1995               $    479    $ 15,434    $70,559   $(4,808)   $(932)   $80,732
Net Income                                                       10,906                        10,906

Common Stock Repurchased                                                     (641)               (641)
Cumulative Translation Adjustment                                                       49         49
                                        --------    --------    -------   -------    -----    --------
Balance - December 31, 1995             $    479    $ 15,434    $81,465   $(5,449)   $(883)   $91,046

Net Income                                                        9,111                         9,111
Cumulative Translation Adjustment                                                     ( 50)     (  50)
Common Stock Repurchased                                                   (  591)              ( 591)
                                        --------    --------    -------   -------    -----    --------


Balance - September 30, 1996            $    479    $ 15,434    $90,576   $(6,040)   $(933)   $99,516
                                        ========    ========    =======   =======    =====    ========







See the Notes to the Condensed Consolidated Financial Statements 



</TABLE>


                                        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 $2,200,000 and $2,171,000  were
recorded for the three months ended September 30, 1996 and 1995, 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  $7,090,000  which will be  amortized  over 25
years. The acquisitions of Rowe Machinery and Automation, Inc., Omega Flex, Inc.
and Dahlstrom Industries, Inc. in 1996, resulted in goodwill of $7,858,000 which
will also 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.

Note 2 - Business Acquisitions

     On August 30, 1996 the company acquired  substantially all of the operating
assets of Dahlstrom  Industries,  Inc.  (Dahlstrom) of Schiller Park,  Illinois.
Dahlstrom is a leading  manufacturer  of  roll-forming  equipment  for the metal
fabrication  industry.  The purchase price paid,  including assumed liabilities,
was approximately $4,300,000.

Note 3 - Property and Equipment


                                            Sept. 30,              Dec. 31,
                                              1996                   1995
                                              ----                   ----

Land                                    $    868,000           $    777,000
Buildings                                 12,313,000             11,035,000
Leasehold Improvements                     3,690,000              3,119,000
Equipment                                 50,162,000             43,857,000
                                         ------------            -----------
                                          67,033,000             58,788,000
Accumulated Depreciation                 (36,998,000)           (33,820,000)
                                         ------------            -----------
                                        $ 30,035,000           $ 24,968,000
                                          ===========            ===========


The Company's Hagerstown,  Maryland facility was sold on April 1, 1996 at a gain
of $590,000.



                                        8

<PAGE>






Note 4 - Debt

                                             Sept. 30,             Dec. 31,
                                               1996                  1995
                                               ----                  ----

Senior Notes                              $ 15,000,000          $         -
Revolving Loan Agreement                       165,000            1,725,000
Note Payable - Bank                                  -              711,000
Other Bonds and Notes Payable                  425,000              595,000
                                           ------------         ------------
                                            15,590,000            3,031,000
Less Current Maturities                       (389,000)          (2,651,000)
                                           ------------         ------------
                                          $ 15,201,000          $   380,000
                                           ============         ============


     On January 1, 1992, the Company entered into a Revolving Loan Agreement and
Letter  of  Credit  Facility  (the  "Agreement")  with a  commercial  bank.  The
Agreement,  originally  set to expire on January 1, 1993,  has been  amended and
extended through April 30, 1997. It provides $55 million of unsecured  revolving
credit 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. Management expects to renew the Agreement on a one
year basis prior to April 30, 1997.

     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
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.

Note 5 - Earnings Per Common Share

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

Note 6 - Stock Option Plan

     On March 20, 1996 the Company adopted a stock option plan, the Mestek, Inc.
1996 Stock  Option  Plan,  which  provides  for the  granting of  incentive  and
nonqualified  stock  options  to  certain  employees  of the  Company  and other
persons,  including  directors,  as selected by the Plan  Administrator  for the
purchase  of the  Company's  common  stock at fair  market  value at the date of
grant.  The Plan was  approved by the  Company's  shareholders  on May 22, 1996.
Options  granted  under the plan vest over a five-year  period and expire at the
end of ten years.  Options  covering 90,000 shares have been granted to four (4)
employees of the Company under the Plan through September 30, 1996.

     In October 1995, the FASB issued SFAS No. 123  "Accounting  for Stock-Based
Compensation,"  which is effective for awards granted in fiscal years  beginning
after  December 15,  1995.  This  standard  defines a fair value based method of
measuring  employee  stock  options or similar  equity  instruments.  In lieu of
recording the value of such stock options as compensation expense, companies may
provide pro forma disclosures  quantifying the difference  between  compensation
cost included in net income as prescribed by historical accounting standards and
the related cost  measured by such fair value  method.  The Company will provide
such disclosure in its annual  financial  statements after effective date of the
standard.






                                        9

<PAGE>




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

     Total  revenues in the Company's  HVAC segment  during the third quarter of
1996 were  increased  relative to the third  quarter of 1995,  by  $2,526,000 or
4.3%,  reflecting  the  effect of the  Company's  1995  acquisitions  as well as
improved   performances  from  the  Industrial  Products  and  Air  Distribution
divisions  which  offset  continued  sluggishness  in  certain  residential  and
commercial  products.  Gross profit  margins for the HVAC segment were decreased
slightly,  from 27.8% to 26.8% for the third  quarter of 1996 due to a number of
factors.  Positive  effects from  moderating  inflation and improved  margins in
Industrial   Products  were  offset  by  negative  effects  related  to  certain
manufacturing  relocations and other margin pressures on certain residential and
commercial products. Operating income for this segment was slightly reduced from
$4,816,000  in the third  quarter of 1995 to  $4,400,000 in the third quarter of
1996.

     During the third quarter of 1996,  Total  Revenues  increased  243% for the
Company's  Equipment  Handling  segment  relative to the third  quarter of 1995,
reflecting the  acquisitions of certain assets of Rowe Machinery and Automation,
Inc. on  February 6, 1996 and  Dahlstrom  Industries,  Inc. on August 30,  1996.
Gross Profit  margins were lower for this segment  however due to relocation and
other  transitional  issues  affecting Rowe.  Operating  income for this segment
increased  from  $446,000  to  $902,000  notwithstanding,   principally  on  the
continuing  strength  of this  segment's  Cooper-Weymouth,  Peterson  unit.  The
Company's  Computer Systems segment reported  slightly reduced  Revenues,  Gross
Profit  margins and Operating  income figures  relative to the  comparable  1995
period. The Company's new Metal Fabricating segment,  comprised of the company's
National Northeast and Omega-Flex units, reported operating earnings of $347,000
on Total Revenues of $8,153,000.

     For the  Company  as a whole,  Selling,  General  and  Administrative,  and
Engineering  costs,  taken  together as a  percentage  of Total  Revenues,  were
reduced from 20.0% to 19.2%.

     Operating  income for the third quarter of 1996 for the Company as a whole,
reflecting the effects  described above,  increased by $260,000 or 4.3%.  Pretax
income for the quarter ended September 30, 1995 included a nonrecurring $400,000
loss on the sale of the Company's  Northvale,  New Jersey  plant.  The Company's
consolidated  income tax  provision  for the quarter  was reduced  slightly as a
percentage of pretax income from 42.3% to 40.5%.  Taken together,  these factors
resulted in a 9.1% growth in  Earnings  per Common  Share from $.33 in the third
quarter of 1995 to $.36 in the third quarter of 1996.

     The Company's  total debt (long-term debt plus current portion of long-term
debt) was  relatively  unchanged  during the quarter  ended  September 30, 1996.
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.





                           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.

     (c) Mestek, Inc. 1996 Stock Option Plan.







                                       10

<PAGE>




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

                                  Three Months Ended       Nine Months Ended
                                     September 30,           September 30,
                                     -------------           -------------
                                  1996           1995      1996        1995
                                  ----           ----      ----        ----
                                       (Amounts in thousands, except
                                         earnings per common share)


Net income for earnings
     per share                   $3,228       $ 2,963      $9,111    $ 7,546
                                 ======       =======      ======    =======



Total Common shares and
     common share
     equivalents                  8,930         9,015       8,941      9,022
                                  =====       =======       =====    =======

Earnings per common
     share                       $  .36      $    .33       $1.02   $    .84
                                 ======      ========       =====   ========





                                    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: October 23, 1996

                                             /S/ Stephen M. Shea
                                                 Stephen M. Shea
                                                 Senior Vice President - Finance
                                                 (Chief Financial Officer)






                                       11