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, 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 April  29,1997  was
8,929,771.


                                        1

<PAGE>









                                  MESTEK, INC.


                          QUARTERLY REPORT ON FORM 10-Q
                    FOR THE THREE MONTHS ENDED MARCH 31, 1997


                                      INDEX

                                                                    Page No.
PART I - FINANCIAL INFORMATION

         Condensed consolidated balance sheets at March 31, 1997
and December 31, 1996                                                 3 - 4

         Condensed consolidated statements of income for the three
months ended March 31, 1997 and 1996                                      5

         Condensed consolidated statements of cash flows for the three
months ended March 31, 1997 and 1996                                      6

         Condensed consolidated statement of changes in shareholders'
equity for the period from January 1, 1996 through March 31, 1997         7

         Notes to the condensed consolidated financial statem         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.





                                        2

<PAGE>



                         PART I - FINANCIAL INFORMATION


Item 1 - Financial Statements


                                   MESTEK,INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)



                                                    March 31,          Dec. 31,
                                                      1997                 1996
                                                            (Unaudited)
                                                        (Dollars in thousands)

ASSETS
Current Assets
   Cash                                               $   871          $ 11,649
   Accounts Receivable - less allowances of $1,886
              and $1,701, respectively                 45,600            49,577
   Unbilled Accounts Receivable                           212               174
   Inventories                                         50,889            43,265
   Other Current Assets                                 4,567             4,087
                                                    -----------        --------

              Total Current Assets                    102,139           108,752

Property and Equipment - net                           37,022            31,439
Equity Investments                                      8,778             8,778
Other Assets and Deferred Charges - net                 7,280             7,066
Excess of Cost over Net Assets of Acquired Companies   20,740            13,975
                                                    -----------       ---------

              Total Assets                           $175,959          $170,010
                                                     ==========        ========





See the Notes to Condensed Consolidated Financial Statements.



                                                        Continued on next page








                                        3

<PAGE>




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



                                                  March 31,            Dec. 31,
                                                    1997                 1996
                                                    ----                 ----
                                                      (Dollars in thousands)


LIABILITIES, AND SHAREHOLDERS' EQUITY
Current Liabilities
         Current Portion of Long-Term              $     167           $    115
         Accounts Payable                             17,237             19,559
         Accrued Compensation                          2,264              4,886
         Accrued Commissions                           2,926              3,404
         Progress Billings in Excess of Cost and 
          Estimated Earnings                           2,751              2,899
         Customer Deposits                             3,488              4,829
         Other Accrued Liabilities                    19,116             13,786
                                                  -----------        ----------

         Total Current Liabilities                    47,949             49,478

Long-Term Debt                                        18,914             15,247
Deferred Compensation                                     17                 18
                                                  -----------       -----------

         Total Liabilities                            66,880             64,743
                                                  -----------       -----------

Minority Interests                                     2,102              1,549
                                                   ----------       -----------

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                            98,047             94,794
         Treasury Shares, at cost, 
          (680,364 common shares)                  (   6,040)        (   6,040)
         Cumulative Translation Adjustment         (     943)        (     949)
                                                 -------------       ----------
              Total Shareholders' Equity             106,977            103,718
                                                 -------------       ----------


Total Liabilities, and Shareholders' Equity       $  175,959         $  170,010
                                                  ===========        ==========




See the Notes to Condensed Consolidated Financial Statements.






                                        4

<PAGE>



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


                                                 Three Months Ended
                                                     March 31,
                                              1997                 1996
                                             --------             ------
                                              (In thousands, except for
                                                     share amounts)


Net Sales                                   $   71,235           $   62,147
Net Service Revenues                             3,981                4,170
                                            ------------          ------------

     Total Revenues                             75,216               66,317

Cost of Goods Sold                              52,336               45,054
Cost of Service Revenues                         2,453                2,482
                                             -----------           ------------

     Gross Profit                               20,427               18,781

Selling Expense                                  8,924                8,399
General and Administrative Expense               4,018                3,768
Engineering Expense                              1,884                1,611
                                             -----------           ------------

     Operating Profit                            5,601                5,003

Interest Expense                            (      210)           (     286)
Other Income (Expense) - net                (      159)           (     291)
Gain on Sale of Fixed Assets                       -                    854
                                            ------------           ------------

Income Before Income Taxes                       5,232                5,280

Income Taxes                                     1,979                2,138
                                             -----------           ------------

Net Income                                 $     3,253           $    3,142
                                             ===========           ============

Earnings Per Common Share                  $       .36           $      .35
                                           =============          =============


Weighted Average Shares Outstanding              8,930                8,962
                                           =============          =============



See the Notes to Condensed Consolidated Financial Statements.








                                        5

<PAGE>



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

                                                           Three Months Ended
                                                                March 31,
                                                          1997            1996
                                                         --------        ------
                                                          (Dollars in thousands)


Cash Flows from Operating Activities:
     Net Income                                           $ 3,253      $ 3,142
     Adjustments to Reconcile Net Income to Net Cash
         Used In Operating Activities:
     Depreciation and Amortization                          1,935        1,413
     Provision for Losses on Accounts Receivable              185          221
     Change in Assets & Liabilities:
     Cash Flows Provided by (Used in) Changes In:
         Accounts Receivable                                4,798        1,346
         Unbilled Accounts Receivable                   (      38)   (      14)
         Inventory                                      (   6,124)         222
         Other Assets                                   (   4,786)       1,461
         Accounts Payable                               (   2,578)   (   1,972)
         Accrued Expenses                               (     106)       2,771
         Progress Billings                              (     148)         383
         Purchase Price Payable National Northeast           -       (   9,960)
         Deferred Compensation                          (       1)   (       2)
                                                       -----------   ----------

Net Cash Used in Operating Activities                   (   3,610)   (     989)
                                                       -----------   ----------

Cash Flows from investing Activities:
     Capital Expenditures                               (   4,109)   (     884)
     Disposition of Property                                -            2,950
     Acquisition of Businesses (net of cash acquired)   (   5,141)   (  12,538)
                                                        ----------   ----------
     Net Cash Used in Investing Activities              (   9,250)   (  10,472)
                                                        ----------   ----------

Cash Flows from Financing Activities:
     Net Borrowings (Repayment) Under Line
         of Credit Agreements                                3,105      13,705
     Principal Payments Under Long Term Debt
         Obligations                                     (   1,087)   (    782)
     Increase (Decrease) in Minority Interests                  58    (    570)
     Purchase of Treasury Stock                              -        (    591)
     Cumulative Translation Adjustments                          6    (     49)
                                                        -----------  ----------

Net Cash Provided by Financing Activities                    2,082      11,713
                                                        -----------  ----------

Net (Decrease) Increase in Cash and Cash Equivalents     (  10,778)        252
Cash and Cash Equivalents - Beginning of Period             11,649       1,405
                                                        -----------   ---------

Cash and Cash Equivalents - End of Period               $      871     $ 1,657
                                                       ============   =========

See the Notes to Condensed Consolidated Financial Statements.

                                        6

<PAGE>





<PAGE>

                         




<PAGE>

                                  MESTEK, INC.
      CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
                                   (Unadited)
             For the period January 1, 1996 through March 31, 1997


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


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

Common Stock
  Repurchased                                        (  591)            (   591)
Cumulative 
  Translation 
     Adjustment                                                 (  66)  (    66)
Balance-Dec 31 1996  $479    $15,434     $94,794    $(6,040)   $(949)  $103,718

Net Income                                3,253                           3,253
Cumulative 
  Translation 
     Adjustment                                                    6          6
Common Stock
  Repurchased
Balance-Mar 31, 1997 $479    $15,434     $98,047    $(6,040)   $(943)  $106,977

See the Notes to Condensed Consolidated Fianancial Statements.





<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 $1,979,000  and $2,138,000
were  recorded  for the three  month  periods  ended  March  31,  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 
specialty 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

                                              March 31,                Dec. 31,
                                                1997                     1996
                                             ----------                 -------

         Land                             $    1,290,000          $   1,092,000
         Building                             16,685,000             13,657,000
         Leasehold Improvements                4,292,000              4,186,000
         Equipment                            54,969,000             51,183,000
                                           -------------          -------------

                                              77,236,000             70,118,000
         Accumulated Depreciation            (40,214,000)         (  38,679,000)
                                           -------------          -------------

                                            $ 37,022,000           $ 31,439,000
                                           =============          =============



Note 4 - Long-Term Debt

                                                March 31,              Dec. 31,
                                                 1997                    1996
                                              -----------             ---------

Senior Notes                                 $15,000,000            $15,000,000
Revolving Loan Agreement                       3,105,000                 -
Note Payable Bank                                                        -
Other Bonds and Notes Payable                    976,000                362,000
                                             ------------            ----------

                                              19,081,000             15,362,000
Less Current Maturities                     (    167,000)           (   115,000)
                                            ------------             ----------

                                             $18,914,000            $15,247,000
                                            =============           ===========

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.  Management  expects to
renew the Agreement on a one year basis during the second  quarter of 1997.  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 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 operations or future strategic plans.

         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.

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  increased  relative to the first quarter of 1996, by $2,016,000 or
3.9% from  $50,982,000 to $52,998,000.  Significantly  improved sales in certain
residential  and commercial  hydronic  products were offset  somewhat by reduced
sales in the Company's Air Distribution  division.  Gross profit margins for the
HVAC segment were decreased slightly,  from 27.5% to 27.0%. Operating income for
this segment was up from  $2,875,000  in the first quarter of 1996 to $3,795,000
in the  first  quarter  of 1997  reflecting  reduced  selling  and  general  and
administrative  costs as well as the effects 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 first quarter of 1997 ($18,236,000 versus $11,165,000)
reflecting  the effect of "full  quarter"  results for its Omega and Rowe units,
which were acquired on February 2, 1996 and February 5, 1996, respectively,  and
the effect of Dahlstrom Industries,  Inc., acquired on August 30, 1996, and Hill
Engineering,  Inc.,  acquired on January 31,  1997.  Gross  profit  margins were
reduced  slightly,  from 27.5% to 25.1%,  and operating  income decreased from
$1,333,000 to $1,218,000 due to significant product development costs incurred
by Omega and relocation and other transitional costs incurred by Rowe.

         The  Company's  computer  systems  segment  reported  slightly  reduced
Revenues, Gross Profit margins and Operating income figures.

         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  20.8%  to  19.7%.   (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 first  quarter  of 1997 for the  Company as a
whole,  increased by $598,000 or 11.9% reflecting the various effects  mentioned
above.

         Pretax income for the quarter ended March 31, 1996 included an $854,000
nonrecurring  gain on the  sale of the  Company's  idle  Scranton,  Pennsylvania
plant.  Earnings per share was  increased by $.06 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 March 31, 1997 by $3,719,000,
principally  due  to the  combined  effect  of  the  Hill  acquisition  and  the
additional purchase price paid in relation to National Northeast,  Inc., as more
fully explained in Note 2 to the Financial  Statements.  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  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,
                                                   1997                 1996
                                                 --------              ------
                                                  (Amounts in thousands, except
                                                    earnings per common share)


           Net Income for earnings per share      $   3,253           $   3,142
                                                  =========           =========


           Total common shares and common
           share equivalents                          8,930               8,962
                                                  =========           =========

           Earnings per common share              $     .36          $      .35
                                                  =========           =========



                                   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: April 29, 1997                  By: /S/ Stephen M. Shea
                                          --------------------
                                     Stephen M. Shea, Senior Vice President -
                                     Finance, and CFO (Chief Financial Officer)


                                       11

<PAGE>