Form 10-Q
                           UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549

                                           


       [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
              OF THE SECURITIES EXCHANGE ACT OF 1934
                                              
           For the quarterly period ended March 31, 1997

                                OR

      [   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
              OF THE SECURITIES EXCHANGE ACT OF 1934
                            
  For the transition period from                 to              

                  Commission File No. 33-49869-01


             TALLEY MANUFACTURING AND TECHNOLOGY, INC.
      (Exact name of registrant as specified in its charter)

             Delaware                             86-0739329
   (State or other jurisdiction of             (I.R.S. Employer
    incorporation or organization)            Identification No.)
                                                                         
      2702 North 44th Street, Phoenix, Arizona       85008  
      (Address of principal executive offices)     (Zip Code)

 Registrant's telephone number, including area code:(602) 957-7711

(Former name, former address and former fiscal year, if changed since last
report)

 Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months, and (2) has been subject to such
filing requirement for the past 90 days.

       YES[ X ]                                  NO[   ]   

 Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.

                                                   Outstanding at
Class of Common Stock                             March 31, 1997  
 $1.00 par value                                      1,000 

                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
<PAGE>                   

             TALLEY MANUFACTURING AND TECHNOLOGY, INC.



                               INDEX



                                                           Page No.

Part I  Financial Information


   Consolidated Balance Sheet -
     March 31, 1997 and December 31, 1996                    1

   Consolidated Statement of Earnings -
     Three Months Ended March 31, 1997 and 1996              2

   Consolidated Statement of Cash Flows -  
     Three Months Ended March 31, 1997 and 1996              3

   Consolidated Statement of Changes in Stockholder's
     Equity - Three Months Ended March 31, 1997 and 1996     4

   Notes to Consolidated Financial Statements                5 

   Management's Discussion and Analysis                     6-10





Part II  Other Information


   Legal Proceedings                                         11

   Exhibits and Reports on Form 8-K                          11

   Signatures                                                12

















<PAGE>
                 PART I - FINANCIAL INFORMATION
            
            TALLEY MANUFACTURING AND TECHNOLOGY, INC.
                     Consolidated Balance Sheet
                            (thousands)

                                            March 31,   December 31,
                                              1997          1996    
                                           ---------    -----------
ASSETS
  Cash and cash equivalents                $ 40,954       $ 39,450
  Accounts receivable, net of allowance
    for doubtful accounts of $919
    at March 31, 1997 and $925
    at December 31, 1996                     53,034         53,048
  Inventories, net                           62,556         64,684
  Deferred income taxes                       3,400          3,660
  Prepaid expenses                            6,346          6,100
                                           --------       --------
    Current assets                          166,290        166,942

  Long-term receivables                       6,709          6,359
  Property, plant and equipment, net         51,386         49,324
  Intangibles                                41,626         41,965
  Deferred charges and other assets           6,085          6,287
                                           --------       --------
    Total assets                           $272,096       $270,877
                                           ========       ========
LIABILITIES AND STOCKHOLDER'S EQUITY
  Current maturities of long-term debt     $  3,081       $  3,094
  Accounts payable                           21,649         18,754
  Accrued expenses                           32,703         35,006
                                           --------       --------
     Current liabilities                     57,433         56,854

  Long-term debt                            122,421        123,185
  Deferred income taxes                       1,762          2,179
  Other liabilities                           8,722          8,948
  Stockholder's equity:
    Preferred stock, $1 par value,
      authorized 100 shares:
      Series A, issued 6 shares - 1997;
      6 shares - 1996                             -              -
    Common stock, $1 par value,         
      authorized 1,000 shares                     1              1
  Capital in excess of par value             79,984         79,273
  Foreign currency translation adjustment      (640)          (562)
  Retained earnings                           2,413            999 
                                           --------       --------
        Total stockholder's equity           81,758         79,711
                                           --------       --------
          Total liabilities and
            stockholder's equity           $272,096       $270,877
                                           ========       ========

The accompanying notes are an integral part of the financial statements.

                                   -1-
                                   
<PAGE>                                   
             
             TALLEY MANUFACTURING AND TECHNOLOGY, INC.

                Consolidated Statement of Earnings
                           (thousands)





                                                Three Months
                                                   Ended
                                                 March 31,      
                                           -------------------
                                             1997        1996 
                                           -------     -------

Sales                                      $66,933     $71,449
Services                                    21,191      14,920
Royalties                                      207       7,465
                                           -------     -------
                                            88,331      93,834
                                           -------     -------
Cost of sales                               49,070      54,106
Cost of services                            19,000      13,021
Selling, general, and administrative
  expenses                                  14,932      15,929
                                           -------     -------
                                            83,002      83,056
                                           -------     -------

Earnings from operations                     5,329      10,778

Other income (expense), net                    471         (91)
Interest expense                            (3,562)     (4,122)
                                           -------     -------

Earnings before income taxes                 2,238       6,565 
Income tax provision                           824       2,727 
                                           -------     -------
      Net earnings                         $ 1,414     $ 3,838
                                           =======     =======









The accompanying notes are an integral part of the financial statements.


                               
                               
                               
                                   -2-
                               
<PAGE>                        

               TALLEY MANUFACTURING AND TECHNOLOGY, INC.
                 Consolidated Statement of Cash Flows
                              (thousands)

                                                  Three Months Ended
                                                        March 31,     
                                                  -------------------   
                                                    1997       1996  
                                                  --------   --------
Cash and cash equivalents at beginning of year    $ 39,450   $  3,461
                                                  --------   --------
Cash flows from operating activities:
  Net earnings                                       1,414      3,838
  Adjustments to reconcile net income
    to cash flows from operating activities:
     Change in deferred income taxes                  (157)     1,201 
     Depreciation and amortization                   2,200      2,197
     Gain on sale of property and equipment             (1)       (38)
     Other                                             (51)       600
  Changes in assets and liabilities, net of
    effects from acquired businesses:
     Increase in accounts receivable                (2,455)    (1,267)
     Increase in inventories                        (1,695)    (7,061)
     Increase in prepaid expenses                     (301)      (449)
     Increase in accounts payable                    2,895      6,190 
     Decrease in accrued expenses                   (1,801)    (1,144)
     Increase (decrease) in other liabilities        1,334       (434)
     Other, net                                          -        (16)
                                                  --------   --------
      Cash flows from operating activities           1,382      3,617 
                                                  --------   --------
Cash flows from investing activities:
  Proceeds from sale of subsidiary                   4,097          -
  Purchase of assets of acquired business                -     (3,876)
  Purchases of property and equipment               (3,916)    (1,466)
  Proceeds from sale of property and equipment           7         52
                                                  --------   --------
   Cash flows from investing activities                188     (5,290)
                                                  --------   --------
Cash flows from financing activities:
  Increase in investment by Parent                     711      2,167
  Dividends paid                                         -     (1,300)
  Repayment of long term-debt                         (777)  (120,774)
  Proceeds from new long-term debt                       -    120,285
                                                  --------   --------
   Cash flows from financing activities                (66)       378
                                                  --------   --------

Net decrease in cash and cash equivalents            1,504     (1,295)
                                                  --------   --------

Total cash and cash equivalents at March 31,      $ 40,954   $  2,166
                                                  ========   ========

The accompanying notes are an integral part of the financial statements.
                                   
                                   -3-
                                   
<PAGE>                                   

            TALLEY MANUFACTURING AND TECHNOLOGY, INC.

    Consolidated Statement of Changes in Stockholder's Equity
        For the Three Months Ended March 31, 1997 and 1996
                           (thousands)




                                          Capital in
                                Common    Excess of    Retained
                                 Stock    Par Value    Earnings
                                -------   ---------    --------

BALANCE AT DECEMBER 31, 1995    $     1    $23,494     $29,872

Net earnings                                             3,838
Contribution from Parent                     2,167            
Dividends                                               (1,300)
                                -------    -------     -------

BALANCE AT MARCH 31, 1996       $     1    $25,661     $32,410
                                =======    =======     =======


BALANCE AT DECEMBER 31, 1996    $     1    $79,273     $   999

Net earnings                                             1,414
Contribution from Parent                       711            
                                -------    -------     -------

BALANCE AT MARCH 31, 1997       $     1    $79,984     $ 2,413
                                =======    =======     =======

















The accompanying notes are an integral part of the financial statements.





                                   -4-
                                   
<PAGE>                                   

           TALLEY MANUFACTURING AND TECHNOLOGY, INC.
 
           Notes to Consolidated Financial Statements
 
 
Note 1 - General
---------------- 

    In the opinion of the Company, the accompanying unaudited
 consolidated financial statements contain all adjustments (consisting
 of only normal recurring accruals) necessary to present fairly the
 financial position as of March 31, 1997 and December 31, 1996 and the
 results of operations for the three-month periods ended March 31, 1997
 and 1996, and cash flows and changes in stockholder's equity for the
 three-month periods ended March 31, 1997 and 1996.  Such results,
 however, may not be indicative of the results for the full year.
    For additional information regarding significant accounting
 policies, and accounting matters applicable to the Company, reference
 should be made to the Company's Annual Report on Form 10-K for the year
 ended December 31, 1996.
 
Note 2 - Inventories
-------------------- 

   Inventories are summarized as follows (in thousands):
 
                                      March 31,    December 31,
                                        1997           1996    
                                     ---------     -----------

   Raw materials and supplies        $11,605         $10,995
   Work-in-process                    11,865          11,564
   Finished goods                     23,854          26,158
   Inventories applicable to
     government contracts             15,232          15,967
                                     -------         -------
                                     $62,556         $64,684
                                     =======         =======

Note 3 - Earnings Per Share
--------------------------- 

   The Company is a wholly owned subsidiary of Talley Industries, Inc.
 ("Talley"); accordingly, earnings per share information is not
 presented.
 
Note 4 - Acquisition and Dispositions
------------------------------------- 

   In March 1997, the Company sold the assets of its Canadian
 steel distributor.  Cash proceeds from the sale were $4.1
 million.  The purchaser assumed $2.3 million of liabilities.
   In January 1996, a subsidiary of the Company acquired certain
 assets of a manufacturer of a silicone wire product line.  The final
 cash purchase price of this product line was approximately $4.3
 million.
 
                                   -5-
<PAGE>                                   
                                   
            TALLEY MANUFACTURING AND TECHNOLOGY, INC.

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


   The following is management's discussion and analysis of certain
significant factors which have affected the Company.  A summary of
period-to-period changes in the consolidated statement of earnings is
shown below (in thousands):

                                                Three Months
                                                   Ended
                                                  March 31,     
                                            -------------------      
                                              1997       1996  
REVENUES:                                   --------    -------

  Government Products and Services           $40,774    $31,619
  Airbag Royalties                                 -      7,250
  Stainless Steel Products                    30,263     38,935
  Industrial Products                         17,294     16,030
                                             -------    -------
                                             $88,331    $93,834
                                             =======    =======

OPERATING INCOME:

    Government Products and Services         $ 4,251    $ 2,037
    Airbag Royalties                               -      7,250
    Stainless Steel Products                   2,629      4,945
    Industrial Products                          987        632 
                                             -------    -------
      Total operating income                   7,867     14,864
    Corporate expense                         (2,533)    (4,204)
    Non-segment interest income                  466         27
    Interest expense                          (3,562)    (4,122)
                                             -------    -------
      Earnings before income taxes           $ 2,238    $ 6,565 
                                             =======    =======
 
    Revenues for the three-month period ended March 31, 1997 decreased
 $5.5 million from $93.8 million to $88.3 million, when compared with
 the corresponding period in the prior year.  Royalties from automotive
 airbags ceased with the mid-1996 conclusion of the airbag royalties
 litigation.  Airbag royalties recorded in the first quarter of 1996
 were $7.3 million.  Revenue increases from the Company's Government
 Products and Services segment, primarily from the Company's naval
 architectural and engineering unit, were offset by decreases in
 stainless steel products, resulting from lower steel prices, as
 competitive pressures from domestic and foreign suppliers affected the
 sales volume and sales prices. 
 
 
 
 
                                   -6-
                                   
<PAGE>                                   

    Operating income from the Government Products and Services segment
 increased from $2.0 million to $4.3 million.  Automotive airbag
 royalties in the Airbag Royalty segment in the first quarter of 1996
 were $7.3 million.  There were no royalties in 1997, following the mid-
 1996 conclusion of the airbag royalties litigation.  Operating income
 from the Stainless Steel Products segment for the three months ended
 March 31, 1997, when compared with the first three months of 1996, was
 $2.3 million lower, while operating income from the Company's
 Industrial Products segment increased $.4 million.  
    The gross profit percentage, excluding airbag royalties, of
 22.9%, for the three months ended March 31, 1997 was up slightly
 from the gross profit percentage of 22.5% for the comparable
 period in 1996.  The slight increase from the prior year is
 primarily due to higher margins on certain government contracts
 and an improvement in the margin on industrial products,
 partially offset by a lower margin on stainless steel products. 
 Earnings before income taxes for the three months ended March 31, 1997
 were $2.2 million compared with $6.6 million in the first three months
 of the previous year.  Net earnings for the three months ended March
 31, 1997 and 1996 were $1.4 million and $3.8 million, respectively.
 
    GOVERNMENT PRODUCTS AND SERVICES.  Revenue and operating income for
 the three months ended March 31, 1997 increased by $9.2 million and
 $2.2 million, respectively, when compared with the same period in the
 prior year, primarily the result of an increase in service revenues
 from the Company's naval architectural and engineering unit and
 favorable results upon conclusion, or the timing of completion, of
 certain other contracts.
 
    AIRBAG ROYALTIES.  As described in the Notes to the Consolidated
 Financial Statements for the year ended December 31, 1996, the
 quarterly royalty payments ceased with the settlement payments received
 from TRW in the third quarter of 1996.  Airbag royalties in the first
 quarter of 1996 were $7.3 million.
 
    STAINLESS STEEL PRODUCTS.  During the first three months of 1997,
 sales for the Stainless Steel Products segment decreased $8.7  million,
 while operating income decreased $2.3 million, when compared with the
 same period in 1996.  Revenue and earnings were affected by lower
 prices, as competitive pressures from domestic and foreign suppliers
 affected the sales volume and sales prices.
 
    INDUSTRIAL PRODUCTS.  In the three-month period ended March 31,
 1997, Industrial Products sales increased $1.3 million while operating
 income increased $.4 million, when compared with the same period in
 1996.  Increases in sales and operating income resulted primarily from
 increased orders for insecticides and air fresheners.
 
 
 
 
 
                               
                               
                               
                               
                               -7-
                               
<PAGE>                               

    OTHER.  Interest expense for the three months ended March 31, 1997
 decreased to $3.6 million, from $4.1 million in the comparable period
 in 1996, the result of paying down the Company's revolving credit line
 in the second half of 1996.  The overhead expenses decreased in the
 first three months of 1997 from  $4.2 million to $2.5 million when
 compared with the comparable period in 1996.  Corporate overhead for
 1996 was above historical levels primarily due to high costs incurred
 in connection with the TRW litigation.  The income tax provision for
 the first three months of 1997 was $.8 million, compared to $2.7
 million in the comparable period in 1996.
 
 Financial Condition, Liquidity and Capital Resources
 ----------------------------------------------------

    At March 31, 1997, the Company had $41.0 million in cash and cash
 equivalents and net working capital of $108.9 million.  Cash generated
 from operating activities for the three months ended March 31, 1997 was
 $1.4 million.  The amount primarily reflects cash generated from
 earnings and an increase in accounts payable, offset in part by cash
 used to increase inventories, an increase in accounts receivable and
 a decrease in accrued expenses.  Cash generated from operations during
 the first three months of 1996 was $3.6 million.  Cash generated from
 investing activities during the quarter ended March 31, 1997 was $.2
 million, consisting primarily of the sale of assets of a subsidiary,
 offset by capital expenditures.  Cash used in financing activities of
 $.1 million reflects the increase in investment by the parent company,
 offset by a decrease in the Company's long-term debt.
    In October 1993, the Company and its parent Talley completed a
 major refinancing program.  This refinancing program included an
 offering of $185 million of debt securities, consisting of $70 million
 gross proceeds of Senior Discount Debentures due 2005, issued by Talley
 to yield 12.25% and $115 million of Senior Notes due 2003, with an
 interest rate of 10.75% issued by the Company.  In connection with this
 refinancing, the Company obtained a secured credit facility with
 institutional lenders.  
    Borrowings under the secured credit facility may not exceed the
 collateral base as defined in the governing credit agreement.  The
 facility consists of a five-year revolving credit facility of up to
 $40.0 million and a five-year $20.0 million term loan facility.  At
 March 31, 1997 availability under the total facility was approximately
 $50.5 million, of which approximately $10.5 million was borrowed.
    The Company is permitted (and intends) to distribute cash to its
 parent, Talley, for specified purposes and under certain other
 circumstances.  These distributions will be made using funds available
 from operations and the secured credit facility.  The payments include
 (but are not limited to) certain airbag royalties in excess of $10.0
 million in any year (or in excess of such greater amount as would be
 required for the Company to meet a specified fixed charge coverage
 ratio) which amounts are required to be used and have been used to
 redeem the Senior Discount Debentures issued by Talley, and an annual
 
 
 
 
                               
                               
                               -8-
                               
<PAGE>                               

 distribution of up to $1.3 million through 1998, to fund certain
 carrying and other costs associated with Talley's real estate
 operations.  As no further royalties will be received by the Company,
 the Company made a calculation in April 1997 and disbursed the
 undistributed balance of $22.2 million to Talley at that time.  In
 addition, the Company is a party to a cost sharing agreement and a tax
 sharing agreement which will require the Company to reimburse Talley
 for certain ongoing general and administrative expenses and to make
 certain tax payments to Talley.
    The Company anticipates that the present capital structure will
 support the long-term growth of the Company and that cash flow from
 operations, available cash, and funds available under the credit
 facility described above (or any successor facility), will provide
 sufficient liquidity to meet its working capital, debt service and
 other capital requirements and to meet its ongoing business needs.
 
 Other Matters
 -------------

   Litigation - TRW Inc.
   ---------------------

    A judgment in the Company's favor in the amount of $138.0 million
 was entered against TRW Inc. (TRW) by the United States District Court
 for  the  District of Arizona in June 1995 following a jury verdict
 that TRW had repudiated and breached the April 1989 Airbag Royalty
 Agreement with the Company.  The $138.0 million damages amount
 represented the jury's calculation of the present value of the
 remaining stream of Airbag Royalties which would  have  been  payable
 by TRW through the April 2001 scheduled expiration date of the Airbag
 Royalty Agreement had TRW not breached the Agreement.  TRW appealed the
 judgment, and, during the pendency of the appeal, was ordered by the
 District Court to  continue making quarterly payments to the Company
 in the same amounts as if the Airbag Royalty Agreement had not been
 terminated and repudiated by TRW.  On June 19, 1996, the United States
 Court of Appeal for the Ninth Circuit rejected TRW's appeal and
 affirmed the $138.0 million judgment.  A petition for rehearing filed
 by TRW with the Court of Appeals was denied on July 30, 1996.
    In August 1996 TRW made payments aggregating approximately $133.1
 million to the Company on account of TRW's obligations under the
 judgment.  The payments represented the $138.0 million face amount of 
 the  judgment  award, plus interest at the default rate specified by
 the Airbag Royalty Agreement (prime plus 5%), less the quarterly
 payments made by TRW pursuant to the District Court's order during the
 pendency of the appeal.  A further payment was made by TRW at the same
 time in the amount of approximately $6.7 million as that portion of a
 court-ordered reimbursement of litigation fees and costs (and interest
 on the reimbursement amount at the same default rate).
    During  September  1996, claims  between  the  Company  and TRW
 (which had been scheduled for trial) and all other matters in dispute
 with TRW were settled by the parties pursuant to a global settlement
 agreement.  Under that settlement, TRW made a further cash payment to 
 
 
 
                               
                               -9-
                               
<PAGE>                               

 the Company on September 3, 1996 in the aggregate amount of $16.6
 million.  Accordingly, all claims between the parties have now been
 resolved, and cash payments have been made by TRW aggregating $156.4
 million.
    The litigation in which this judgment was entered arose out of the
 Asset Purchase Agreement dated February 4, 1989 and the License
 Agreement dated April 21, 1989, between TRW and the Company pursuant
 to which TRW acquired the Company's airbag business.  The court
 dismissed TRW's claims that the Company had breached a non-compete
 provision contained in the Asset Purchase Agreement, thereby entitling
 TRW to terminate airbag royalty payments to the Company under the
 License Agreement (which it purported to do in February 1994) and
 obtain a paid-up license to use the Company's airbag technology.  The
 jury found in fact that TRW had improperly terminated and repudiated
 the License Agreement.
 
 Forward-Looking Statements
 --------------------------

    This Management's Discussion and Analysis of Financial Condition
 and Results of Operations and other sections of this Quarterly Report
 contain forward-looking statements that are based on current
 expectations, estimates and projections about the industries in which
 the Company operates.  Words such as "expects," "anticipates,"
 "intends," "plans," "believes," "seeks," "estimates," and variations
 of such words and similar expressions are intended to identify such
 forward-looking statements.  These statements are not guarantees of
 future performance and involve certain risks, uncertainties and
 assumptions which are difficult to predict.  Therefore, actual outcomes
 and results may differ materially from what is expressed or forecasted
 in such forward-looking statements.  The Company undertakes no
 obligation to update publicly any forward-looking statements, whether
 as a result of new information, future events or otherwise.
    Factors affecting the future include, but are not limited to,
 increasing prices and product/service competition by foreign and
 domestic competitors, including new entrants; rapid technological
 developments and changes; the ability to continue to introduce
 competitive new products and services on a timely and cost effective
 basis; the mix of products/services; the achievement of lower costs and
 expenses; domestic and foreign governmental and public policy changes
 including environmental regulations; protection and validity of patent
 and other intellectual property rights; reliance on large customers;
 the cyclical nature of certain of the Company's businesses; the outcome
 of pending and future litigation and governmental proceedings and
 continued availability of financing, and financial resources in the
 amounts, at the times and on the terms required to support future
 business.  In addition, such statements could be affected by general
 industry and market conditions and growth rates, general domestic and
 international economic conditions including interest rate and currency
 exchange rate fluctuations and other factors.
 
 
 
 
                               
                               
                               -10-
                               
<PAGE>                               

                  PART II - OTHER INFORMATION
 
 
 Item 1.  Legal Proceedings
 --------------------------

   Litigation - TRW Inc.
   ---------------------

    For a description of legal proceedings involving the Company,
 including environmental claims, see "Other Matters" within Management's
 Discussion and Analysis.
 
 Item 6.  Exhibits and Reports on Form 8-K
 -----------------------------------------

    (a) Exhibits:
 
          27*  Financial Data Schedule for Talley Manufacturing and
                Technology, Inc., March 31, 1997.
 
        10.1*  Consent and Sixth Amendment to the Loan and Security
                Agreement dated March 24, 1997 by and among Talley
                Manufacturing and Technology, Inc., Talley Canada,
                Inc. and Transamerica Business Credit Corporation, as
                agent.
 
 *  Documents marked with an asterisk are filed with this report.
 
 
    (b) Reports on Form 8-K:
 
          There were no reports filed on Form 8-K for the three
           months ended March 31, 1997.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                               -11-
                               
<PAGE>                               

                           SIGNATURES
 
 
 
 
 Pursuant to the requirements of the Securities Exchange Act of 1934,
 the Registrant has duly caused this report to be signed on its behalf
 by the undersigned thereunto duly authorized.
 
 
 
                                     TALLEY MANUFACTURING AND
                                     TECHNOLOGY, INC.          
                                     ------------------------
                                     (Registrant)
 
 
 
 
 
 
 Date:     May 13, 1997           By Kenneth May
      -----------------------        --------------------------
                                     Kenneth May
                                     Vice President, Controller
                                     Principal Accounting
                                     Officer
 
 
 
 
 
 Date:     May 13, 1997           By Mark S. Dickerson          
      -----------------------        --------------------------
                                     Mark S. Dickerson
                                     Vice President
                                     and Secretary
                                     
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                              -12-