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 June 30, 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 - Suite 100-A, 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                             June 30, 1997  
 $1.00 par value                                      1,000

                                                                         
                                                                         
                                                                         
                                                                         
                                                                         
                                                                         
                                                                         
<PAGE>                                                                         

             TALLEY MANUFACTURING AND TECHNOLOGY, INC.



                               INDEX



                                                               Page No.

Part I  Financial Information


   Consolidated Balance Sheet -                            
     June 30, 1997 and December 31, 1996                          1

   Consolidated Statement of Earnings -
     Three Months and Six Months Ended June 30, 1997 and 1996     2

   Consolidated Statement of Cash Flows -  
     Six Months Ended June 30, 1997 and 1996                      3

   Consolidated Statement of Changes in Stockholder's
     Equity - Six Months Ended June 30, 1997 and 1996             4

   Notes to Consolidated Financial Statements                     5 

   Management's Discussion and Analysis                          6-11





Part II  Other Information


   Legal Proceedings                                             12 

   Exhibits and Reports on Form 8-K                              12

   Signatures                                                    13

















<PAGE>
                  PART I - FINANCIAL INFORMATION

            TALLEY MANUFACTURING AND TECHNOLOGY, INC.
                    Consolidated Balance Sheet
                           (thousands)


                                                   June 30,    December 31,
ASSETS                                               1997         1996  
                                                   --------    -----------
  Cash and cash equivalents                        $ 20,119     $ 39,450 
  Accounts receivable, net of allowance for
    doubtful accounts of $1,114 at June 30,
    1997 and $925 at December 31, 1996               47,891       53,048 
  Inventories, net                                   62,348       64,684 
  Deferred income taxes                               3,700        3,660 
  Prepaid expenses                                    8,912        6,100 
                                                   --------     --------
    Current assets                                  142,970      166,942 

  Property, plant and equipment, net                 52,311       49,324 
  Intangibles                                        38,751       41,965 
  Deferred charges and other assets                   6,603       12,646 
                                                   --------     --------
     Total assets                                  $240,635     $270,877 
                                                   ========     ========
LIABILITIES AND STOCKHOLDER'S EQUITY
  Current maturities of long-term debt             $  3,030     $  3,094 
  Accounts payable                                   24,760       18,754 
  Accrued expenses                                   32,003       35,006 
  U.S. and foreign income taxes                       1,590            - 
                                                   --------     --------
     Current liabilities                             61,383       56,854 

  Long-term debt                                    121,696      123,185 
  Deferred income taxes                                   -        2,179 
  Other liabilities                                   9,308        8,948 

  Stockholder's equity:
    Preferred stock, $1 par value,
      authorized 100 shares:
        Series A, issued -0- Shares - 1997;                              
        6 shares - 1996                                   -            - 
    Common stock, $1 par value,         
      authorized 1,000 shares                             1            1 
  Capital in excess of par value                     54,559       79,273 
  Foreign currency translation adjustment              (609)        (562)
  Retained earnings (deficit)                        (5,703)         999 
                                                   --------     --------
      Total stockholder's equity                     48,248       79,711 
        Total liabilities and                      --------     --------
          stockholder's equity                     $240,635     $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, except per share amounts)



                                   Three Months          Six Months
                                      Ended                 Ended
                                     June 30,              June 30,     
                                -------------------   -------------------
                                  1997       1996       1997       1996   
                                --------   --------   --------   --------

Sales                           $ 66,272   $ 69,643   $133,205   $141,092
Services                          21,078     17,902     42,269     32,822
Royalties                            505      6,221        712     13,686
                                --------   --------   --------   --------
                                  87,855     93,766    176,186    187,600
                                --------   --------   --------   --------

Cost of sales                     48,833     52,111     97,903    106,217
Cost of services                  18,835     15,847     37,835     28,868
Selling, general,
  and administrative expenses     20,431     18,504     35,363     34,433
                                --------   --------   --------   --------
                                  88,099     86,462    171,101    169,518
                                --------   --------   --------   --------

Earnings from operations            (244)     7,304      5,085     18,082
Other income (expense), net          (62)      (131)       409       (222)
                                --------   --------   --------   --------
                                    (306)     7,173      5,494     17,860
                                --------   --------   --------   --------

Interest expense                  (3,551)    (4,132)    (7,113)    (8,254)
                                --------   --------   --------   --------
Earnings (loss) before income
  taxes                           (3,857)     3,041     (1,619)     9,606 
Income tax provision               1,778      1,449      2,602      4,176
                                --------   --------   --------   --------

  Net earnings(loss)            $ (5,635)  $  1,592   $ (4,221)  $  5,430 
                                ========   ========   ========   ========









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



                                 -2-
                                   
<PAGE>                                   

             TALLEY MANUFACTURING AND TECHNOLOGY, INC.
               Consolidated Statement of Cash Flows
                           (thousands)
                                                     Six Months Ended
                                                          June 30,     
                                                    -------------------      
                                                      1997       1996  
                                                    --------   --------  
Cash and cash equivalents at beginning of year      $ 39,450   $  3,461
                                                    --------   --------
Cash flows from operating activities:
  Net earnings (loss)                                 (4,221)     5,430 
  Adjustments to reconcile net income
    to cash flows from operating activities:
     Change in deferred income taxes                  (2,885)     1,657 
     Depreciation and amortization                     4,438      4,380
     Net loss on sale of subsidiary and product line   1,325          -
     Gain on sale of property and equipment              (24)       (53) 
     Other                                               268      1,539
  Changes in assets and liabilities, net of
    effects from acquired businesses:
     Decrease in accounts receivable                   4,997      6,281 
     Increase in inventories                          (2,051)   (12,062)
     Increase in prepaid expenses                     (2,942)    (2,488)
     Increase in accounts payable                      6,006      7,378 
     Decrease in accrued expenses                        (70)      (474)
     Increase (decrease) in other liabilities          1,246       (471)
     Other, net                                         (186)       (16)
                                                    --------   --------
      Cash flows from operating activities             5,901     11,101 

Cash flows from investing activities:

  Proceeds from sale of subsidiary and product line    6,162          -
  Purchase of assets of acquired business                  -     (4,030)
  Reduction of long-term receivable                    4,400          -
  Purchases of property and equipment                 (7,103)    (2,675)
  Proceeds from sale of property and equipment            57         76
                                                    --------   --------
   Cash flows from investing activities                3,516     (6,629)
Cash flows from financing activities:
  Payment of dividends                               (23,547)   (13,453)
  Increase in investment by parent                     2,352      3,103
  Preferred stock issued                               5,000          -
  Redemption of preferred stock                      (11,000)         -
  Repayment of long-term debt                         (1,553)    (2,076)
  Reduction in borrowings under line of credit             -   (247,834)
  Proceeds from borrowings under line of credit            -    254,165
                                                    --------   --------
   Cash flows from financing activities              (28,748)    (6,095) 
Net decrease in cash and cash equivalents            (19,331)    (1,623)
                                                    --------   --------
Total cash and cash equivalents at June 30          $ 20,119   $  1,838
                                                    ========   ========

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 Six Months Ended June 30, 1997 and 1996
                           (thousands)






                                              Capital in    Retained
                                     Common    Excess of    Earnings
                                      Stock    Par Value    (Deficit)
                                     -------   ---------    --------
BALANCE AT DECEMBER 31, 1995         $     1    $ 23,494    $ 29,872

Net earnings                                                   5,430
Contribution from parent                           3,103           
Dividends                                                    (13,453)
                                     -------    --------    --------
BALANCE AT JUNE 30, 1996             $     1    $ 26,597    $ 21,849
                                     =======    ========    ========

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

Net loss                                                      (4,221)
Contribution from parent                           2,352
Issuance of 5 shares of Series A
  preferred stock                                  5,000
Redemption of 11 shares of Series A
  preferred stock                                (11,000)
Dividends                                        (21,066)     (2,481)
                                     -------    --------    --------
BALANCE AT JUNE 30, 1997             $     1    $ 54,559    $ (5,703)
                                     =======    ========    ========









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 June 30, 1997 and December 31,
1996 and the results of operations for the three-month and six-month periods 
ended June 30, 1997 and 1996, and cash flows and
changes in stockholder's equity for the six-month periods ended
June 30, 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):

                                         June 30,  December 31,
                                          1997         1996    
                                         -------   -----------
   Raw materials and supplies            $11,935     $10,995
   Work-in-process                        11,083      11,564
   Finished goods                         24,579      26,158
   Inventories applicable to
     government contracts                 14,751      15,967
                                         -------     -------
                                         $62,348     $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 May 1997, a subsidiary of the Company sold certain assets
of the connector product line.  Proceeds from the $2.1 million sale
price include a note receivable for $1.9 million and cash of $.2
million.
   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
purchase price 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        Six Months 
                                   Ended               Ended
                                  June 30,            June 30,     
                             ------------------  ------------------
                               1997      1996      1997      1996  
REVENUES:                    --------  --------  --------  --------
 Government Products
   and Services              $ 39,353  $ 37,352  $ 80,127  $ 68,971
 Airbag Royalties                   -     6,143         -    13,393
 Stainless Steel Products      29,111    32,601    59,374    71,536
 Industrial Products           19,391    17,670    36,685    33,700
                             --------  --------  --------  --------
                             $ 87,855  $ 93,766  $176,186  $187,600
                             ========  ========  ========  ========
OPERATING INCOME:
 Government Products
   and Services              $  4,805  $  2,756  $  9,056  $  4,793
 Airbag Royalties                   -     6,143         -    13,393
 Stainless Steel Products       2,401     4,915     5,030     9,860
 Industrial Products            1,787       454     2,774     1,086
                             --------  --------  --------  --------

   Total operating income       8,993    14,268    16,860    29,132
 Corporate expense             (9,607)   (7,109)  (12,140)  (11,313)
 Non-segment interest
   income                         247        14       774        41
 Interest expense              (3,436)   (4,132)   (7,113)   (8,254)
                             --------  --------  --------  --------
   Earnings (loss) before 
   income taxes              $ (3,803) $  3,041  $ (1,619) $  9,606
                             ========  ========  ========  ========

    Revenues for the six-month period ended June 30, 1997
decreased $11.4 million when compared with the corresponding period
in the prior year, principally because of the absence of airbag
royalty revenues for the 1997 period.  Royalties from automotive
airbags ceased with the mid-1996 payments from TRW to settle the
airbag royalties litigation.  Revenue increases for the first six
months of 1997 from the Company's Government Products and Services
segment (primarily from the naval architectural and engineering
unit) were offset by decreases in stainless steel revenues
resulting  from  the  March  1997  sale  of  the  Canadian  steel 



                                 -6-

<PAGE>

distributor and from lower sales volume and prices, as competitive
pressures from United States and foreign suppliers affected the
sales volume and sales prices.
    During the six months ended June 30, 1997 operating income
from the Government Products and Services segment increased from
$4.8 million to $9.1 million as compared with the comparable year-
earlier period, and operating income from the Company's Industrial
Products segment increased $1.7 million.  These increases were more
than offset by the absence of any airbag royalty income for 1997. 
Also, operating income from the Stainless Steel Products segment
for the six months ended June 30, 1997, when compared with the
first six months of 1996, was $4.8 million lower.
    The gross profit percentage, excluding airbag royalties, was 
23.0% for the six months ended June 30, 1997, 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.  
    Loss before income taxes for the six months ended June 30,
1997 was $1.6 million compared with earnings of $9.6 million in the
first six months of the previous year. Current year's results
include a $5.8 million severance payment made to the former Chief
Executive Officer of the Company. Net loss for the six months ended
June 30, 1997 was $4.2  million compared to a net earnings of $5.4
million for the same period in the prior year.

    GOVERNMENT PRODUCTS AND SERVICES.  Revenue and operating
income for the six months ended June 30, 1997 increased by $11.2 
million and $4.3 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.  Earnings were
also favorably impacted in 1997 when compared with 1996, as a
result of reimbursement of research and development cost by a joint
venture partner working with the Company in the development of
automotive airbag inflators.

    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 payments
received from TRW in the third quarter of 1996.  Airbag royalties
in the first six months of 1996 were $13.4 million.

    STAINLESS STEEL PRODUCTS.  During the first six months of
1997, sales for the Stainless Steel Products segment decreased
$12.2 million, while operating income decreased $4.8 million, when
compared  with  the same period in 1996.   Revenue and earnings
were affected by the sale of the Canadian steel distributor in 




                               
                               
                                 -7-
                               
<PAGE>                               

March 1997, and by lower sales volume and prices, as competitive
pressures from United States and foreign suppliers affected the
sales volume and sales prices.

    INDUSTRIAL PRODUCTS.  In the six-month period ended June 30,
1997, Industrial Products sales increased $3.0 million while
operating income increased $1.7 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.

    OTHER.  Interest expense for the six months ended June 30,
1997 decreased to $7.1 million, from $8.3 million in the comparable
period in 1996, the result of paying down the Company's revolving
credit facility in the second half of 1996.  The overhead expenses
in the first six months of 1997 of $12.1 million and $11.3 million
in 1996 are above historical levels.  The 1997 corporate expenses
include $5.8 million incurred in connection with the severance
payments made to the former Chief Executive Officer of the Company. 
Higher than normal corporate expenses were also attributed to above
average proxy solicitation costs incurred in connection with the
1997 Annual Meeting of Stockholders, due to the contested nature of
the meeting.  The 1996 corporate expenses include $5.5 million of
costs incurred in connection with the TRW litigation.  The income
tax provision for the first six months of 1997 was $2.6 million
compared to $4.2 million in the comparable period in 1996. 

Financial Condition, Liquidity and Capital Resources
----------------------------------------------------

    At June 30, 1997, the Company had $20.1 million in cash and
cash equivalents and net working capital of $81.6 million.  Cash
generated from operating activities for the six months ended June
30, 1997 of $5.9 million includes amounts generated from a decrease
in accounts receivable, an increase in accounts payable, and an
increase in other liabilities, offset by cash used to increase
inventories, and an increase in prepaid expenses and other assets.
Cash generated from operations during the first six months of 1996
was $11.1 million.  Cash generated from investing activities during
the six months ended June 30, 1997 was $3.5 million, consisting
primarily of the sale of assets of a subsidiary and a product line,
the collection of an income tax refund receivable, offset by
capital expenditures.  Cash used in financing activities of $28.7
million reflects the increase in investment by the parent company,
proceeds received from the issuance of preferred stock, offset by
the redemption of preferred shares, dividends to the parent
company, and a decrease in the Company's long-term debt.  There
were no borrowings under the Company's line of credit during this
period.
    In October 1993, the Company and its parent Talley completed
a major refinancing program.  This refinancing program included an 




                               
                                 -8-
                               
<PAGE>                               

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 June 30, 1997 availability under the total facility
was approximately $49.7 million, of which approximately $9.7
million (the principal balance of the term loan) was borrowed. 
    The Company's parent, Talley, has recently entered into a
joint venture agreement with Delphi Automotive Systems to
manufacture automotive airbag inflators, which will require
significant capital contributions through 1998 to fund the capital
requirements of the venture, as it develops its manufacturing
capability.  In addition, the Company is expected to have capital
requirements to develop its manufacturing capability for other
airbag related products.  The Company is also committed to
significantly higher-than-normal research and development
expenditures for automotive airbag inflators and other airbag
related products.  These commitments will require financial
resources in the next two to three years.  The Company believes
that with present cash balances and cash available under the
Company's credit facility, there will be sufficient financial
resources to meet these needs and to support the long-term growth
of the Company's core businesses.
    The Company is permitted to distribute cash to its parent,
Talley, for specific purposes and under certain other
circumstances.  These distributions will be made using funds
available from operations and the secured credit facility.  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.

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 





                               
                                 -9- 
                               
<PAGE>                               

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 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 




                               
                                 -10-

<PAGE>

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.




























                               
                               
                                 -11-
                               
<PAGE>                               

                   PART II - OTHER INFORMATION


Item 1.  Legal Proceedings
--------------------------
  Litigation - TRW Inc.
  ---------------------

    For a description of legal proceedings involving the Company, 
    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., June 30, 1997.

     99.1*   Consent and Seventh Amendment to the Loan and
             Security Agreement dated June 5, 1997 by and among
             Talley Manufacturing and Technology, Inc. and
             Transamerica Business Credit Corporation.

     99.2*   Consent and Eighth Amendment to the Loan and Security
             Agreement dated July 17, 1997 by and among Talley
             Manufacturing and Technology, Inc. and Transamerica
             Business Credit Corporation.

* 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 June 30, 1997.


















                               
                                 -12-
                               
<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:   August 7, 1997             By s/s   Kenneth May                
     ----------------------           --------------------------
                                      Kenneth May
                                      Vice President, Controller
                                      Principal Accounting
                                      Officer






Date:   August 7, 1997             By s/s   Mark S. Dickerson          
     ----------------------           --------------------------
                                      Mark S. Dickerson
                                      Vice President 
                                      and Secretary
                                   
















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