UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549
                                                    

                                    FORM 10-Q



[X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
    OF THE SECURITIES EXCHANGE ACT OF 1934

               For the Quarterly Period Ended September 28, 1996

                                       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 number 000-25l02

                            BRIDGEPORT MACHINES, INC.
--------------------------------------------------------------------------------
             (exact name of registrant as specified in its charter)

         Delaware                                     06-ll69678
--------------------------------------------------------------------------------
(State of Incorporation)                   (IRS Employer Identification No.)

   500 Lindley Street, Bridgeport, CT                   06606
--------------------------------------------------------------------------------
(Address of principal executive offices)              (zip code)

               Registrant's telephone number, including area code:
--------------------------------------------------------------------------------
                                 (203) 367-365l

                                 NOT APPLICABLE
              (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 (or for such shorter  period that the  registrant
was  required  to file such  reports)  and (2) has been  subject to such  filing
requirements for the past 90 days.

                               Yes  [X[      No [ ]


The number of shares of Issuer's  Common Stock,  $.0l par value,  outstanding on
September 28, l996 was 5,679,361 shares.
<PAGE>
                            BRIDGEPORT MACHINES, INC.
                                AND SUBSIDIARIES




                                      INDEX


Part I - FINANCIAL INFORMATION                               

Item l.             FINANCIAL STATEMENTS

                    Consolidated Balance Sheets as of
                    September 28, 1996 and March 30, 1996           

                    Consolidated Income Statements for
                    the three month and six month periods
                    ended September 28, 1996 and
                    September 30, 1995                              

                    Consolidated Statements of Stockholders'
                    Equity for the six month periods ended
                    September 28, 1996 and September 30, 1995       

                    Consolidated Statements of Cash Flows
                    for the six month periods ended
                    September 28, 1996 and September 30, 1995       

                    Notes to Consolidated Financial Statements      

Item 2.             MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                    FINANCIAL CONDITION AND RESULTS OF
                    OPERATIONS.                                     


Part II - OTHER INFORMATION

Item l-5.           OTHER INFORMATION                               

Item 6.             EXHIBITS AND REPORTS ON FORM 8-K                

Signatures                                                     
<PAGE>
<TABLE>
<CAPTION>
                            BRIDGEPORT MACHINES, INC.

                           CONSOLIDATED BALANCE SHEETS
                      (In Thousands, Except Share Amounts)

                                                      September 28,    March 30,
                                                           1996            1996
                                                       ---------      ---------
          ASSETS
<S>                                                    <C>            <C>
CURRENT ASSETS:
        Cash .....................................     $   6,442      $   4,960
        Trade accounts receivable,
          less allowance of $1,416
          and $1,182, respectively ...............        42,914         41,321
        Inventories ..............................        63,313         56,364
        Deferred income taxes ....................         2,680          2,680
        Prepaid expenses and other current
        assets ...................................         2,572          1,275
                                                       ---------      ---------
            Total current assets .................       117,921        106,600

PROPERTY, PLANT AND EQUIPMENT
        Land .....................................           339            334
        Buildings, improvements and
        leasehold improvements ...................         3,230          3,284
        Machinery and equipment ..................        18,823         18,087
        Furniture and fixtures ...................         4,620          4,174
                                                       ---------      ---------
                                                          27,012         25,879
Less:  Accumulated depreciation ..................        (6,464)        (4,903)
                                                       ---------      ---------

             Property, plant and equipment,
             net .................................        20,548         20,976
                                                       ---------      ---------

INVESTMENTS IN AFFILIATED COMPANIES ..............         1,292          1,088

OTHER ASSETS, net of accumulated
  amortization of $1,415
        and $1,353 respectively ..................           457            492
                                                       ---------      ---------
             Total assets ........................     $ 140,218      $ 129,156
                                                       =========      =========
</TABLE>

The accompanying notes to consolidated financial statements are an integral part
of these financial statements.
<PAGE>
<TABLE>
<CAPTION>

                            BRIDGEPORT MACHINES, INC.

                           CONSOLIDATED BALANCE SHEETS
                      (In Thousands, Except Share Amounts)


                                                      September 28,    March 30,
                                                           l996          l996
                                                       ---------      ---------
<S>                                                    <C>            <C>
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
        Bank overdrafts ..........................     $   1,562      $   1,974
        Working capital revolver .................        27,833         27,917
        Accounts payable .........................        21,114         20,707
        Accrued expenses .........................        12,384         11,618
        Income taxes payable .....................         5,478          3,548
        Current portion of long-term debt
          obligations ............................         2,656          1,688
                                                       ---------      ---------
             Total current liabilities ...........        71,027         67,452

LONG-TERM DEBT OBLIGATIONS .......................         7,480          4,475
OTHER LONG-TERM LIABILITIES ......................           120            120
                                                       ---------      ---------
             Total liabilities ...................        78,627         72,047

STOCKHOLDERS' EQUITY
        Preferred stock, $.0l par value,
          2,000,000 shares authorized,
          no shares issued .......................          --             --
        Common stock, $.0l par value,
          13,000,000 shares authorized;
          5,679,361 shares issued and
          outstanding at September 28, 1996
          and 5,676,697 shares issued and
          outstanding at March 30, 1996 ..........            57             57
        Capital in excess of par value ...........        38,285         38,259
        Retained earnings--subsequent to
          reclassification of $6,750
          deficit as part of the quasi-
          reorganization as of January 3,
          l993 ...................................        23,409         19,075
        Cumulative translation adjustment ........          (160)          (282)
                                                       ---------      ---------
             Total stockholders' equity ..........        61,591         57,109
                                                       ---------      ---------
             Total liabilities and stock-
             holders' equity .....................     $ 140,218      $ 129,156
                                                       =========      =========
</TABLE>
The accompanying notes to consolidated financial statements are an integral part
of these financial statements.
<PAGE>
<TABLE>
<CAPTION>
                                                      BRIDGEPORT MACHINES, INC.

                                                   CONSOLIDATED INCOME STATEMENTS
                                              FOR THE THREE MONTH AND SIX MONTH PERIODS
                                           ENDED SEPTEMBER 28, 1996 AND SEPTEMBER 30, 1995
                                              (In Thousands, Except Per Share Amounts)


                                                              THREE MONTHS ENDED                           SIX MONTHS ENDED
                                                       September 28,         September 30,         September 28,       September 30,
                                                            1996                  1995                 1996                 1995
                                                            ----                  ----                 ----                 ----
<S>                                                     <C>                   <C>                   <C>                   <C> 
Net sales ..................................            $  51,478             $  47,305             $ 113,692             $  94,578
Cost of sales ..............................               39,629                36,191                87,896                72,037
                                                        ---------             ---------             ---------             ---------

  Gross profit .............................               11,849                11,114                25,796                22,541
Selling, general and
  administrative expenses ..................                8,407                 7,285                17,157                14,764
                                                        ---------             ---------             ---------             ---------
  
  Operating income .........................                3,442                 3,829                 8,639                 7,777
Interest expense ...........................                 (723)                 (693)               (1,426)               (1,104)
Other income
  (expense), net ...........................                 (257)                  (12)                 (311)                 (246)
                                                        ---------             ---------             ---------             ---------
  Income before provision
  for income taxes .........................                2,462                 3,124                 6,902                 6,427
  
Provision for
  income taxes .............................                  853                 1,360                 2,568                 2,713
                                                        ---------             ---------             ---------             ---------
    Net income .............................            $   1,609             $   1,764             $   4,334             $   3,714
                                                        =========             =========             =========             =========

Primary earnings
  per share ................................            $    0.28             $    0.31             $    0.75             $    0.65
                                                        =========             =========             =========             =========
Weighted average
 number of shares
 outstanding ...............................                5,738                 5,727                 5,743                 5,747
</TABLE>
The accompanying notes to consolidated financial statements are an integral part
of these financial statements.
<PAGE>
<TABLE>
<CAPTION>
                                                      BRIDGEPORT MACHINES, INC.

                                           CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                              FOR THE SIX MONTH PERIODS ENDED SEPTEMBER 28, 1996 AND SEPTEMBER 30, 1995
                                                           (In Thousands)

                                                                                    CAPITAL IN                           CUMULATIVE
                                                                     COMMON         EXCESS OF           RETAINED        TRANSLATION
                                                                     STOCK          PAR VALUE           EARNINGS         ADJUSTMENT
                                                                     -----          ---------           --------         ----------
<S>                                                                <C>               <C>                <C>                <C>   
BALANCE, April 1, l995 ................................            $   57            $38,106            $10,651            $ 1,395
Translation adjustment
  for the six months
  ended September 30, 1995 ............................               --                 --                 --                (899)
Net income for the six
  months ended September
  30, 1995 ............................................               --                 --               3,714                 --
Provision in lieu of
  income taxes ........................................               --                   3                --                  --
Exercise of stock options
  for common stock ....................................               --                   5                --                  --
                                                                   -------            ------            -------            -------

BALANCE, September 30, 1995 ...........................            $   57            $38,114            $14,365            $   496
                                                                   ======            =======            =======            =======



BALANCE, March 30, 1996 ...............................            $   57            $38,259            $19,075            $  (282)
Translation adjustment
  for the six months
  ended September 28, 1996 ............................               --                 --                  --                122
Net income for the six
  months ended September
  28, 1996 ............................................               --                 --               4,334                 --
Exercise of stock options
  for common stock ....................................               --                 26                  --                 --
                                                                   -------           -------            -------            -------

BALANCE, September 28, 1996 ...........................            $   57            $38,285            $23,409            $  (160)
                                                                   ======            =======            =======            =======

</TABLE>
The accompanying notes to consolidated financial statements are an integral part
of these financial statements.
<PAGE>
<TABLE>
<CAPTION>
                            BRIDGEPORT MACHINES, INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
    FOR THE SIX MONTH PERIODS ENDED SEPTEMBER 28, 1996 AND SEPTEMBER 30, 1995
                                 (In Thousands)


                                                       September 28,  September 30,
                                                            1996          1995

<S>                                                      <C>           <C>
CASH FLOWS PROVIDED BY (USED IN)
  OPERATING ACTIVITIES:
  Net income .......................................     $  4,334      $  3,714
  Adjustments to reconcile net
    income to net cash provided
    by operating activities:
        Depreciation and amortization ..............        1,652         1,476
        (Increase) decrease in deferred
          income taxes .............................         --             (50)
        Provision in lieu of income taxes ..........         --               3
        Net (gain) on sale of property,
        plant and equipment ........................          (13)          (34)
Changes in operating assets and
    liabilities:
    (Increase) in net trade
     accounts receivable ...........................       (1,192)       (9,022)
    (Increase) in inventories ......................       (6,576)       (6,724)
    Decrease (increase) in prepaid expenses
     and other current assets ......................       (1,281)            8
    Decrease (increase) in other assets ............         (167)         (221)
    Increase (decrease) in bank overdrafts .........         (412)          343
    Increase in accounts payable
     and accrued expenses ..........................        2,387         4,058
                                                         --------      --------
      Total adjustments ............................       (5,602)      (10,163)
                                                         --------      --------
    Cash flows (used in)
      operating activities .........................       (1,268)       (6,449)
                                                         --------      --------

<PAGE>
<CAPTION>
                            BRIDGEPORT MACHINES, INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
    FOR THE SIX MONTH PERIODS ENDED SEPTEMBER 28, 1996 AND SEPTEMBER 30, 1995
                                 (In Thousands)
                                  (Continued)

                                                       September 28,  September 30,
                                                            1996          1995

<S>                                                      <C>           <C>

CASH FLOWS PROVIDED BY (USED IN)
  INVESTING ACTIVITIES:
  Capital expenditures ...........................      $ (1,385)      $(12,460)
  Proceeds from sale of property,
    plant and equipment ..........................            13             59
                                                        --------       --------
    Cash flows (used in)
      investing activities .......................        (1,372)       (12,401)
                                                        --------       --------

CASH FLOWS PROVIDED BY (USED IN)
  FINANCING ACTIVITIES:
  Sale of common stock ...........................            26              5
  Borrowings (payments) under working
    capital revolver, net ........................          (281)        19,880
  Borrowings (payments) of other debt and
    capitalized lease obligations ................         4,317           (342)
                                                        --------       --------

    Cash flows provided by
      financing activities .......................         4,062         19,543
                                                        --------       --------

  Effect of exchange rate changes
    on cash ......................................            60            (79)
                                                        --------       --------

    Net change in cash ...........................         1,482            614
  CASH, begining of period .......................         4,960          3,806
                                                        --------       --------

  CASH, end of period ............................      $  6,442       $  4,420
                                                        ========       ========

  SUPPLEMENTAL CASH FLOW INFORMATION:
  Interest paid ..................................      $  1,386       $    720
  Income taxes paid (received), net ..............           412          2,594

</TABLE>
The accompanying notes to consolidated financial statements are an integral part
of these financial statements.
<PAGE>
                            BRIDGEPORT MACHINES, INC.


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.       THE COMPANY AND BASIS OF PRESENTATION

         Bridgeport  Machines,  Inc.  and  subsidiaries  (the  "Company")  is  a
         manufacturer  and  distributor  of  metal  cutting  machine  tools  and
         accessories.  The Company  manufactures  its  products in the U.S.  and
         Europe.

         The consolidated balance sheet as of September 28, 1996 and the related
         consolidated statements of income,  stockholders' equity and cash flows
         for the three and/or six month  periods  ended  September  28, 1996 and
         September 30, 1995 have been prepared by the Company  without audit. In
         the opinion of management,  all adjustments necessary to present fairly
         the financial  position,  results of operations and cash flows as of or
         for the periods  ended  September  28, 1996 and September 30, 1995 have
         been made. The accounting  principles  followed  during interim periods
         are generally  consistent with those applied for annual periods and are
         described in the Company's  financial  statements  included in its Form
         10-K filed with the Securities and Exchange Commission (the "SEC").


2.       INTERIM STATEMENTS

         The following  accounting policies which are applied in the preparation
         of the interim financial statements are different from those applied in
         the year-end financial statements:

         Inventories:

                  Inventories are valued at year-end based upon actual inventory
                  on hand verified by a physical count. Inventories are adjusted
                  during interim periods for purchases, production and shipments
                  based upon standard costs for material, labor and overhead.

         Income Taxes:

                  The income tax provision is calculated based upon an estimated
                  effective tax rate for the year for each tax jurisdiction.


3.       EARNINGS PER SHARE

         Primary  earnings  per share has been  computed  based on the  weighted
         average number of common shares and common equivalent shares calculated
         for stock options under the treasury stock method.


4.       ACQUISITION OF ASSETS

         In June 1995, the Company acquired,  through a newly formed subsidiary,
         for 6,000,000  (pounds)(approximately  $9,600,000)  certain assets of a
         bankrupt German machine tool manufacturer.  The assets acquired consist
         of  machinery  and  equipment  that are being  used by the  Company  to
         establish operations in the Republic of Germany.
<PAGE>
         In addition,  the subsidiary entered into a lease for manufacturing and
         office  space in Germany.  The lease  requires  minimum  annual  rental
         payments of approximately  $525,000. The lease is for a minimum term of
         seven years and can be extended  at the  Company's  option up to twenty
         years.


5.       DEBT OBLIGATIONS

         In August 1996,  the Company's  subsidiary,  Bridgeport  Machines GmbH,
         borrowed DM 7,375,000 (approximately $4,868,000). This loan is with the
         same financial  institutions the Company  maintains its credit facility
         with and  falls  under the same  covenant  guidelines.  The loan  bears
         interest  at 7.345%  and is  repayable  in 39 monthly  installments  of
         approximately DM 123,000  (approximately  $81,000) beginning  September
         1996 and a final  payment  in  December  1999 of the  remaining  unpaid
         balance.
<PAGE>
                   BRIDGEPORT MACHINES, INC. AND SUBSIDIARIES


                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


RESULTS OF OPERATIONS:

         The  following  table  sets  forth,  for  the  periods  indicated,  the
percentage of net sales  represented by certain items reflected in the Company's
consolidated financial statements:
<TABLE>
<CAPTION>
                                              THREE MONTHS ENDED                          SIX MONTHS ENDED
                                      September 28,         September 30,        September 28,          September 30,
                                          1996                  1995                  1996                  1995
                                          ----                  ----                  ----                  ----
<S>                                      <C>                   <C>                   <C>                   <C>
Net sales                                100.0%                100.0%                100.0%                100.0%
Gross profit                              23.0                  23.5                  22.7                  23.8
Selling, general and
  administrative
  expenses                                16.3                  15.4                  15.1                  15.6
Operating income                           6.7                   8.1                   7.6                   8.2
Interest expense                           1.4                   1.5                   1.2                   1.2
Other income
(expense)                                 (0.5)                  0.0                  (0.3)                 (0.2)
Income tax expense                         1.7                   2.9                   2.3                   2.9
Net income                                 3.1                   3.7                   3.8                   3.9

</TABLE>
COMPARISON  OF THE THREE MONTHS ENDED  SEPTEMBER  28, 1996  ("SECOND  QUARTER OF
FISCAL 1997") TO THE THREE MONTHS ENDED  SEPTEMBER 30, 1995 ("SECOND  QUARTER OF
FISCAL 1996")


         Net sales were $51.5  million in the second  quarter of fiscal l997, an
increase of $4.2 million,  or 8.8%, as compared to the second  quarter of fiscal
l996.  Increased  production at the Company's  facilities  resulted in increased
sales of machining  centers of approximately $4 million in the second quarter of
fiscal 1997 as compared to the second  quarter of fiscal 1996.  Sales  increases
were attributable to unit growth and increased sales of higher priced products.

         Gross profit was $11.8 million in the second quarter of fiscal l997, an
increase of $0.7 million,  or 6.6%, as compared to the second  quarter of fiscal
l996.  Gross profit as a percent of net sales was 23.0%  compared  with 23.5% in
the  second  quarter  of fiscal  1996.  Included  in cost of sales in the second
quarter of fiscal 1997 is a $700,000  refund of import  duties for prior periods
which had previously been expensed. In August 1996, the United States government
retroactively  reinstated the General  System of  Preferences  which allowed the
Company to obtain a refund of import duties.  Without this refund,  gross profit
as a percent of sales was 21.7%. The decrease in gross profit as a percentage of
net sales  resulted from  increased  sales of machining  centers and CNC lathes,
both of  which  have  lower  gross  margins  than  many of the  Company's  other
products.
<PAGE>
         Selling,  general and administrative  expenses were $8.4 million in the
second  quarter of fiscal  l997,  an  increase  of $1.1  million,  or 15.4%,  as
compared to the second  quarter of fiscal l996.  The  increase in dollar  amount
consisted of increases  in salaries of $0.4  million and  marketing  expenses of
$0.3 million. The remaining increase was a result of small increases in numerous
categories.  As a percentage of net sales,  selling,  general and administrative
expenses  were 16.3% in the second  quarter of fiscal l997, as compared to 15.4%
for the second quarter of fiscal l996.

         Operating income was $3.4 million in the second quarter of fiscal l997,
a decrease of $0.4  million,  or 10.1%,  as  compared  to the second  quarter of
fiscal l996.  The decrease in operating  income was a result of higher  selling,
general and administrative costs. As a percentage of net sales, operating income
was 6.7% in the second  quarter of fiscal l997 as compared to 8.1% in the second
quarter of fiscal l996.

         Interest  expense was $0.7 million in the second quarter of fiscal l997
and fiscal l996.

         Provision  for income taxes was $0.9  million in the second  quarter of
fiscal  l997, a decrease of $0.5 million or 37.3%.  The  effective  tax rate was
34.6% in the second  quarter of fiscal  l997 as compared to 43.5% for the second
quarter of fiscal  l996.  The decline in the  effective  tax rate is a result of
more income being generated in lower tax  jurisdictions and the utilization of a
net operating loss carryforward in the Company's German operations.


COMPARISON  OF THE SIX MONTHS ENDED  SEPTEMBER  28, 1996 TO THE SIX MONTHS ENDED
SEPTEMBER 30, 1995

         Net sales were $113.7  million for the six months ended  September  28,
1996,  an increase  of $19.1  million,  or 20.2%,  as compared to the six months
ended  September 30, 1995.  Increased  production  at the  Company's  facilities
resulted in increased sales of machining centers of approximately  $18.6 million
in the six months ended  September  28, 1996 as compared to the six months ended
September  30,  1995.  Sales  increases  were  attributable  to unit  growth and
increased sales of higher priced products.

         Gross profit was $25.8  million for the six months ended  September 28,
1996, an increase of $3.3 million, or 14.4%, as compared to the six months ended
September 30, 1995.  The gross profit as a percentage of net sales was 22.7% for
the six months  ended  September  28, 1996 versus 23.8% for the six months ended
September 30, 1995. Included in cost of sales for the six months ended September
28,  1996 is a  $700,000  refund of import  duties for prior  periods  which had
previously  been  expensed.   In  August  1996,  the  United  States  government
retroactively  reinstated the General  System of  Preferences  which allowed the
Company to obtain a refund of import duties.  Without this refund,  gross profit
as a percent of sales was 22.1%. The decrease in gross profit as a percentage of
net sales  resulted from  increased  sales of machining  centers and CNC lathes,
both of  which  have  lower  gross  margins  than  many of the  Company's  other
products.
<PAGE>
         Selling, general and administrative expenses were $17.2 million for the
six months ended  September 28, 1996, an increase of $2.4 million,  or 16.2%, as
compared to the six months  ended  September  30,  1995.  The increase in dollar
amount consisted  primarily of salaries of $0.9 million,  marketing  expenses of
$0.6 million and professional fees of $0.4 million. The remaining increase was a
result of small increases in numerous categories.  As a percentage of net sales,
selling, general and administrative expenses were 15.1% for the six months ended
September 28, 1996, as compared to 15.6% for the six months ended  September 30,
1995.

         Operating  income was $8.6 million for the six months  ended  September
28, 1996, an increase of $0.9 million,  or 11.1%,  as compared to the six months
ended  September 30, 1995.  The increased  operating  income was a result of the
higher  gross  profit,   partially   offset  by  higher  selling,   general  and
administrative expenses. As a percentage of net sales, operating income was 7.6%
for the six months ended  September 28, 1996 compared to 8.2% for the six months
ended September 30, 1995.

         Interest  expense was $1.4 million for the six months  ended  September
28, 1996 and $1.1 million for the six months ended September 30, 1995.

         Provision  for income  taxes was $2.6  million for the six months ended
September  28, 1996, a decrease of $0.1 million or 5.3%.  The effective tax rate
was 37.2% for the six months ended  September  28, 1996 as compared to 42.2% for
the six months ended  September 30, 1995.  The decline in the effective tax rate
is a result of more income being  generated in lower tax  jurisdictions  and the
utilization  of a net  operating  loss  carryforward  in  the  Company's  German
operations.


FOREIGN OPERATIONS:

         During the six months ended September 28, 1996, net sales outside North
America represented approximately 49% of total net sales, as compared to 41% for
the six months ended  September  30, 1995.  A  substantial  portion of these net
sales were made by the Company's  European  operations.  The Company's  European
operations  were  expanded  during  fiscal 1996 through the  establishment  of a
manufacturing  facility in Kempten,  Germany in June 1995.  In addition,  50,000
square feet of leased  assembly and  warehouse  space was added to the Company's
existing Leicester, England facility.

         The Kempten, Germany operations were established in fiscal 1996 through
the  acquisition  of  machinery  and  equipment  by the  Company's  newly formed
indirectly  wholly owned  subsidiary,  Bridgeport  Machines  GmbH.  In addition,
Bridgeport  Machines  GmbH  entered  into a lease  for  124,000  square  feet of
manufacturing and office space. The Kempten,  Germany  operations are being used
to machine parts which are used by the  Leicester  facility to  manufacture  the
Company's machine tool products.  The Company paid approximately $9.6 million to
acquire the  machinery  and  equipment  in Kempten,  Germany.  This  payment was
financed through borrowings under the Company's credit facility.

         Generally,  the  Company  enters into  forward  exchange  contracts  to
provide   economic   hedges  against  foreign   currency   fluctuations  on  its
intercompany  sales  transactions  between  its  U.S.  and U.K.  operations.  At
September 28, 1996, the Company is committed under outstanding  forward purchase
contracts to purchase  800,000 U.K.  pounds  sterling for $1.2 million in stages
through December 1996.
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES:

         As of  September  28,  1996,  the Company had working  capital of $46.9
million  compared  with $39.1  million at March 30, 1996.  The Company meets its
short-term financing needs through cash from operations and its revolving credit
facility  which  provides  for  maximum  borrowings  of up to $23 million in the
United States and $16 million in the United Kingdom.

         The table  below  presents  the  summary  of cash flow for the  periods
indicated:
<TABLE>
<CAPTION>

                                                 SIX MONTHS ENDED
                                   September 28, 1996         September 30, 1995
<S>                                    <C>                           <C>
Net cash (used in)          
  operating activities                 $ (1,268)                     $( 6,449)

Net cash (used in)
  investing activities                   (1,372)                      (12,401)

Net cash provided by
 financing activities                     4,062                        19,543
</TABLE>

         Net  cash  used in  operating  activities  fluctuates  between  periods
primarily as a result of differences in net income,  the level of sales activity
and the timing of the collection of accounts  receivable,  purchase of inventory
and payment of accounts payable. During the six months ended September 28, 1996,
increases in the Company's trade accounts  receivable and inventories  accounted
for uses of cash in operations  of $1.2 million and $6.6 million,  respectively,
versus uses of $9.0 million and $6.7 million for the six months ended  September
30, 1995, respectively.

         During periods when the Company's sales are  increasing,  net cash used
in operating  activities  generally  increases in order to support  higher trade
accounts receivable and inventory levels.  During the six months ended September
28,  1996,  net sales  increased  20.2% as compared  with the same period in the
prior year.  During the six months ended September 30, 1995, net sales increased
44.6% as compared  with the same period in the prior  year.  Management  expects
that if sales  continue  to  increase,  the  trend of  using  cash in  operating
activities would continue.

         The net cash  used in  investing  activities  in the six  months  ended
September  30, 1995  includes  the  acquisition  of machinery  and  equipment in
Kempten,  Germany  for  approximately  $9.6  million.  The net cash  provided by
financing  activities in the six months ended  September 30, 1995 represents net
borrowings under the Company's  credit  facility.  These borrowings were made to
finance the acquisition of the machinery and equipment in Kempten,  Germany, and
higher  inventory and trade accounts  receivable due to the Company's  increased
sales level.
<PAGE>
CHANGES IN FINANCIAL POSITION:

         At September 28, 1996,  inventories  increased $6.9 million as compared
to March 30, 1996.  The  increased  inventory  level is a result of supporting a
higher sales level and the build up of inventory  for a new lathe  product to be
introduced later in fiscal 1997.
<PAGE>

PART II - OTHER INFORMATION

Item l   Legal Proceedings                                       None

Item 2   Changes in Securities                                   None

Item 3   Defaults Upon Senior Securities                         None

Item 4   Submission of Matters to a
         Vote of Security Holders

                  a)     Election of Directors:

                           Joseph E. Clancy
                              Votes For                     5,224,340
                              Votes Withheld                    8,180

                           Robert J. Cresci
                              Votes For                     5,223,365
                              Votes Withheld                    8,155

                  b)     Ratification of the selection of Arthur Andersen LLP as
                         independent public accountants for fiscal 1996.

                              Votes For                     5,222,680
                              Votes Against                     7,640
                              Abstained                         2,200

Item 5   Other Information                                       None

Item 6   Exhibits and Reports on Form 8-K                     Exhibit No.
         --------------------------------                     -----------

           a)     Exhibits

                   (2) Not Applicable

                   (4) Not Applicable

                   (l0) Material Contracts:

                        Amendment No. 4 to Amended              
                        and Restated Revolving Credit,
                        Term Loan and Security Agreement          10.1
                                  
                   (ll)  Statement  regarding  computation  of per  share
                   earnings  is  not   required   because  the   relevant
                   computation   can  be  determined  from  the  material
                   contained in the Financial statements included herein.
                    
                   (l5) Not Applicable

                   (l8) Not Applicable

                   (l9) Not Applicable
<PAGE>
                   (22) Not Applicable

                   (23) Not Applicable

                   (24) Not Applicable

                   (27) Not Applicable

                   (99) Not Applicable

           b)       There were no reports or exhibits on Form 8-K filed
                    during the three months ended September 28, 1996.

<PAGE>
Pursuant  to the  requirements  of the  Securities  Exchange  Act of  l934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereto duly authorized.


                                            BRIDGEPORT MACHINES, INC.
                                                    (Registrant)



                           
November 8, 1996                       By:  /s/Dan L. Griffith
                                            ------------------
                                               Dan L. Griffith
                                               President and
                                               Chief Executive Officer



November 8, 1996                            /s/Walter C.Lazarcheck  
                                            ----------------------         
                                               Walter C. Lazarcheck
                                               Vice President and
                                               Chief Financial Officer


<PAGE>

                                  EXHIBIT INDEX





         EXHIBIT NO.                         DESCRIPTION
         -----------                         -----------



            10.1           Amendment No. 4 to Amended and Restated Revolving
                           Credit, Term Loan and Security Agreement