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 June 28, 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 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
June 28, l997 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
                    June 28, 1997 and March 29, 1997              

                    Consolidated Statements of Income for
                    the three month periods ended June 28,
                    1997 and June 29, 1996                      

                    Consolidated Statements of Stockholders'
                    Equity for the three month periods ended
                    June 28, 1997 and June 29, 1996               

                    Consolidated Statements of Cash Flows
                    for the three month periods ended
                    June 28, 1997 and June 29, 1996               

                    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-4.           OTHER INFORMATION                             

Item 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)


                                                        June 28,       March 29,
                                                          l997           l997
                                                      ---------       ---------
          ASSETS
<S>                                                   <C>             <C>
CURRENT ASSETS:
        Cash ...................................      $   2,439       $   2,992
        Trade accounts receivable,
          less allowance of $1,463
          and $1,440, respectively .............         39,597          38,691
        Inventories ............................         60,948          63,068
        Deferred income taxes ..................          3,144           3,144
        Prepaid expenses and other current
          assets ...............................          1,493           1,944
                                                      ---------       ---------

            Total current assets ...............        107,621         109,839

PROPERTY, PLANT AND EQUIPMENT
        Land ...................................            348             345
        Buildings, improvements and
          leasehold improvements ...............          3,937           3,908
        Machinery and equipment ................         19,382          19,164
        Furniture and fixtures .................          5,168           4,732
                                                      ---------       ---------
                                                         28,835          28,149


Less:  Accumulated depreciation ................         (8,586)         (7,848)
                                                      ---------       ---------

        Property, plant and equipment,
          net ..................................         20,249          20,301
                                                      ---------       ---------

INVESTMENTS IN AND ADVANCES TO AFFILIATES ......            645           1,008

OTHER ASSETS, net of accumulated
  amortization of $1,511
  and $1,485 respectively ......................            462             563
                                                      ---------       ---------

             Total assets ......................      $ 128,977       $ 131,711
                                                      =========       =========


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

                           CONSOLIDATED BALANCE SHEETS
                      (In Thousands, Except Share Amounts)

                                                          June 28,      March 29,
                                                            l997          l997
                                                         --------       --------

LIABILITIES AND STOCKHOLDERS' EQUITY
<S>                                                      <C>            <C>
CURRENT LIABILITIES:
        Bank overdrafts ..........................       $  1,763       $  2,254
        Working capital revolver .................         19,427         21,910
        Accounts payable .........................         13,585         16,568
        Accrued expenses .........................         15,086         13,055
        Income taxes payable .....................          4,073          3,794
        Current portion of long-term debt
          obligations ............................          2,528          2,562
                                                         --------       --------

             Total current liabilities ...........         56,462         60,143

LONG-TERM DEBT OBLIGATIONS .......................          5,128          5,862
OTHER LONG-TERM LIABILITIES ......................            120            120
                                                         --------       --------

             Total liabilities ...................         61,710         66,125

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 June 28, 1997
          and 5,679,361 shares issued and
          outstanding at March 29, 1997 ..........             57             57
        Capital in excess of par value ...........         38,285         38,285
        Retained earnings--subsequent to
          reclassification of $6,750
          deficit as part of the quasi-
          reorganization as of January 3, 1993 ...         28,577         27,076
        Cumulative translation adjustment ........            348            168
                                                         --------       --------

             Total stockholders' equity ..........         67,267         65,586
                                                         --------       --------
             Total liabilities and stock-
             holders' equity .....................       $128,977       $131,711
                                                         ========       ========

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

                          CONSOLIDATED STATEMENTS OF INCOME
               THREE MONTHS ENDED JUNE 28, 1997 AND JUNE 29, 1996
                    (In Thousands, Except Per Share Amounts)




                                                     June 28,           June 29,
                                                      1997               1996
                                                    --------           --------
<S>                                                 <C>                <C>
Net sales ................................          $ 54,546           $ 62,214
Cost of sales ............................            41,934             48,267
                                                    --------           --------

  Gross profit ...........................            12,612             13,947
Selling, general and
  administrative expenses ................             9,279              8,956
                                                    --------           --------

    Operating income .....................             3,333              4,991
Interest expense .........................              (644)              (703)
    Other income
      (expense), net .....................              (130)               152
                                                    --------           --------
    Income before provision
      for income taxes ...................             2,559              4,440
Provision for
  income taxes ...........................             1,058              1,715
                                                    --------           --------
    Net income ...........................          $  1,501           $  2,725
                                                    ========           ========
Primary earnings
  per share ..............................          $    .26           $    .47
                                                    ========           ========
Weighted average number
  of shares outstanding ..................             5,683              5,747





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

                     CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                FOR THE THREE MONTHS ENDED JUNE 28, 1997 AND JUNE 29, 1996
                                      (In Thousands)



                                                   CAPITAL IN                 CUMULATIVE
                                       COMMON      EXCESS OF     RETAINED    TRANSLATION
                                       STOCK       PAR VALUE     EARNINGS     ADJUSTMENT
                                      -------       -------       -------       -------
<S>                                   <C>           <C>           <C>           <C>
BALANCE, March 30, 1996 .......       $    57       $38,259       $19,075       $  (282)
Net income for the three
  months ended June 29, l996 ..          --            --           2,725
Translation adjustment
  for the three months
  ended June 29, 1996 .........          --            --            --            (144)
Exercise of stock options
  for common stock ............          --              20          --            --
                                      -------       -------       -------       -------

BALANCE, June 29, 1996 ........       $    57       $38,279       $21,800       $  (426)
                                      =======       =======       =======       =======


BALANCE, March 29, 1997 .......       $    57       $38,285       $27,076       $   168
Net income for the three
  months ended June 28, 1997 ..          --            --           1,501          --
Translation adjustment
  for the three months
  ended June 28, 1997 .........          --            --            --             180
                                      -------       -------       -------       -------

BALANCE, June 28, 1997 ........       $    57       $38,285       $28,577       $   348
                                      =======       =======       =======       =======

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

                          CONSOLIDATED STATEMENTS OF CASH FLOWS
                FOR THE THREE MONTHS ENDED JUNE 28, 1997 AND JUNE 29, 1996
                                      (In Thousands)


                                                         June 28,       June 29,
                                                           1997           1996
                                                         -------        -------
<S>                                                      <C>            <C>
CASH FLOWS PROVIDED BY (USED IN)
  OPERATING ACTIVITIES:
  Net income .....................................       $ 1,501        $ 2,725
  Adjustments to reconcile net
    income to net cash provided
    by operating activities:
         Depreciation and amortization ...........           790            861
         Net (gain) on sale of property,
            plant and equipment ..................            (3)          --
Changes in operating assets and
    liabilities:
    (Increase) in net trade
      accounts receivable ........................          (578)        (4,704)
    (Increase) decrease in inventories ...........         2,548         (2,371)
    Decrease in prepaid expenses
      and other current assets ...................           465           --
    (Increase) decrease in other assets ..........           410            (19)
    (Decrease) in bank overdrafts ................          (491)          (331)
    Increase (decrease) in accounts payable
      and accrued expenses .......................          (888)         4,258
                                                         -------        -------

      Total adjustments ..........................         2,253         (2,306)
                                                         -------        -------

    Cash flows provided by (used in)
      operating activities .......................         3,754            419
                                                         -------        -------

CASH FLOWS PROVIDED BY (USED IN)
  INVESTING ACTIVITIES:
  Capital expenditures ...........................          (896)          (539)
  Proceeds from sale of property,
    plant and equipment ..........................             3           --
                                                         -------        -------
    Cash flows provided by (used in)
      investing activities .......................          (893)          (539)
                                                         -------        -------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                BRIDGEPORT MACHINES, INC.

                          CONSOLIDATED STATEMENTS OF CASH FLOWS
                FOR THE THREE MONTHS ENDED JUNE 28, 1997 AND JUNE 29, 1996
                                      (In Thousands)


                                                        June 28,        June 29,
                                                          1997            l996
                                                        -------         -------
<S>                                                     <C>             <C>
CASH FLOWS PROVIDED BY (USED IN)
  FINANCING ACTIVITIES:

  Sale of common stock .........................           --                20
  Borrowings (payments) under working
    capital revolver, net ......................         (2,739)          2,442
  Payments of other debt and
    capitalized lease obligations ..............           (671)           (293)
                                                        -------         -------

    Cash flows provided by (used in)
      financing activities .....................         (3,410)          2,169
                                                        -------         -------
  Effect of exchange rate changes
    on cash ....................................             (4)           (125)
                                                        -------         -------

    Net change in cash .........................           (553)          1,924
  CASH, begining of period .....................          2,992           4,960
                                                        -------         -------

  CASH, end of period ..........................        $ 2,439         $ 6,884
                                                        =======         =======


  SUPPLEMENTAL CASH FLOW INFORMATION:
  Interest paid ................................        $   673         $   718
  Income taxes paid, net .......................            151             304





The accompanying notes to consolidated financial statements are an integral part
of these financial statements.
</TABLE>
<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.   Sales  are  principally  in  North  America  and  Europe.   A
         substantial  portion  of the end users of the  Company's  products  are
         small and medium sized independent job shops who produce machined parts
         for customers in a wide variety of industries.

         The  consolidated  balance  sheet as of June 28,  1997 and the  related
         consolidated statements of income,  stockholders' equity and cash flows
         for the three  months  ended June 28,  1997 and June 29, 1996 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
         June 28,  1997 and  June  29,  1996  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.

         In February 1997,  Statement of Financial Accounting Standards No. 128,
         "Earnings Per Share" ("FAS 128"),  was issued.  FAS 128 establishes new
         standards for computing and presenting  EPS. The Company is required to
         adopt  the new  standard  in the  third  quarter  of  fiscal  1998.  As
         required,  the Company currently  calculates EPS in accordance with APB
<PAGE>
                            BRIDGEPORT MACHINES, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

3.       EARNINGS PER SHARE (continued)

         Opinion No. 15. Had the Company  calculated EPS in accordance  with FAS
         128 for the three month  periods ended June 28, 1997 and June 29, 1996,
         the  amounts  to be  presented  under  the new  standards  would not be
         materially   different   than  the  amounts   shown  in  the  financial
         statements.
<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
                                                  June 28, 1997    June 29, 1996
                                                  -------------    -------------

<S>                                                   <C>              <C>
Net sales ..................................          100.0%           100.0%
Gross profit ...............................           23.1%            22.4%
Selling, general and adminis-
  trative expenses .........................           17.0%            14.4%
Operating income ...........................            6.1%             8.0%
Interest expense ...........................           (1.2%)           (1.1%)
Other income (expense) .....................           (0.2%)            0.2%
Income tax expense .........................            1.9%             2.8%
Net income .................................            2.8%             4.4%
</TABLE>


COMPARISON  OF THE THREE MONTHS  ENDED JUNE 28, 1997  ("FIRST  QUARTER OF FISCAL
1998") TO THE THREE MONTHS ENDED JUNE 29, 1996 ("FIRST QUARTER OF FISCAL 1997")

         Net sales were $54.5  million in the first  quarter of fiscal  l998,  a
decrease of $7.7 million,  or 12.3%,  as compared to the first quarter of fiscal
l997. The decrease in sales is a result of weak market conditions in continental
Europe and higher selling prices in continental  Europe of the Company's  United
Kingdom  manufactured  products due to the increased  value of the British pound
versus other European currencies.

         Backlog at June 28, 1997 was approximately  $24.3 million compared with
$35.5 million at March 29, 1997. The Company's  backlog balances  fluctuate as a
result of many factors including length of time to deliver products, new product
introductions and market conditions.

         Gross profit was $12.6  million in the first  quarter of fiscal l998, a
decrease of $1.3  million,  or 9.6%,  as compared to the first quarter of fiscal
l997.  Gross  profit as a percent of sales was 23.1% as compared to 22.4% in the
first  quarter of fiscal 1997.  The increase in gross profit as a percentage  of
net sales resulted from the shift in sales mix to higher margin milling machines
and a  change  in the  distribution  of  sales to  direct-to-end  customer  from
distributors,  offset  somewhat by lower  volumes and price  discounting  in the
Company's European operations.
<PAGE>
        Selling,  general and administrative  expenses were $9.3 million in the
first quarter of fiscal l998, an increase of $0.3 million,  or 3.6%, as compared
to the first  quarter of fiscal l997.  The increase in dollar  amount  consisted
primarily of increases in salaries of $0.1 million and professional fees of $0.2
million.  As a  percentage  of net sales,  selling,  general and  administrative
expenses  were 17.0% in the first  quarter of fiscal l998,  as compared to 14.4%
for the first quarter of fiscal l997.

         Operating  income was $3.3 million in the first quarter of fiscal l998,
a decrease of $1.7 million, or 33.2%, as compared to the first quarter of fiscal
l997.  The  decreased  operating  income was  primarily  a result of lower gross
profit due to decreased  sales. As a percentage of net sales,  operating  income
was 6.1% in the first  quarter of fiscal  l998 as  compared to 8.0% in the first
quarter of fiscal l997.

         Interest  expense was $0.6 million in the first  quarter of fiscal l998
and $0.7 million in the first quarter of fiscal l997.

         Provision  for income  taxes was $1.1  million in the first  quarter of
fiscal  l998, a decrease of $0.7 million or 38.3%.  The  effective  tax rate was
41.3% in the first  quarter of fiscal  l998 as  compared  to 38.6% for the first
quarter of fiscal l997.  The increase in the  effective  tax rate is a result of
losses incurred in the Company's German operations for which no benefit has been
provided.


FOREIGN OPERATIONS:

        During the three  months ended June 28, 1997,  net sales  outside  North
America represented approximately 41% of total net sales, as compared to 50% for
the three months ended June 29, 1996. A  substantial  portion of these net sales
were made by the Company's European operations.

         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 June
28, 1997,  the Company did not have any  commitments  outstanding  under forward
purchase contracts.


LIQUIDITY AND CAPITAL RESOURCES:

         As of June 28, 1997,  the Company had working  capital of $51.2 million
compared with $49.7 million at March 29, 1997.  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 $24.5  million in the United
States and $19.5 million in the United Kingdom.
<PAGE>
         The table  below  presents  the  summary  of cash flow for the  periods
indicated:
<TABLE>
<CAPTION>

                                       THREE MONTHS ENDED
                                   June 28, 1997   June 29, 1996
                                   -------------   -------------
<S>                                   <C>           <C>
Net cash provided by (used in)
  operating activities                $  3,754      $    419

Net cash provided by (used in)
  investing activities                    (893)         (539)

Net cash provided by (used in)
  financing activities                  (3,410)        2,169

</TABLE>

         Net cash provided by (used in) operating activities  fluctuates between
periods  primarily as a result of differences  in net income,  the timing of the
collection of accounts receivable, purchase of inventory and payment of accounts
payable.  The net cash provided by (used in)  financing  activities in the three
months ended June 28, 1997 and June 29, 1996, represents primarily repayments or
borrowings under the Company's credit facility.

         The Company believes that cash generated from operations and borrowings
available  under the  revolving  credit  facility will be sufficient to meet its
working capital and capital expenditure requirements for at least 12 months from
June 28, 1997. Such facility, together with cash from operations, is expected to
be  sufficient  to enable the  Company to meet its  working  capital and capital
expenditure needs for the longer term.  However,  there can be no assurance that
liquidity  would not be  adversely  impacted  by a decline in  general  economic
conditions or other factors, or that future credit facilities will be available.


CHANGES IN FINANCIAL POSITION:

         At June 28, 1997,  trade  accounts  receivable  increased  $0.9 million
(2.3%) and inventories  decreased $2.1 million (3.4%),  as compared to March 29,
1997.


SEASONALITY:

        The  Company  experiences  a seasonal  decline  in net sales  during its
second fiscal  quarter,  particularly  during the July and August summer holiday
period.  During such period,  the Company's  manufacturing  facilities close for
approximately  one to three weeks. The fourth fiscal quarter may also experience
decreases in net sales as a result of weather conditions.


ECONOMIC CYCLES:

         The overall market for machine tools is cyclical,  reflecting  economic
conditions, production capacity utilization, changes in tax and fiscal policies,
corporate  profitability and financial condition as well as the general level of
business confidence.
<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                       None
         Vote of Security Holders

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)  Not Applicable

                           (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

                           (22)  Not Applicable

                           (23)  Not Applicable

                           (24)  Not Applicable

                           (27)  Financial Data Schedule               Ex-27

                           (99)  Not Applicable


There were no  reports or  exhibits  on Form 8-K filed  during the three  months
ended June 28, 1997.
<PAGE>

                                   SIGNATURES


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)



August 11, 1997                                     /s/ Dan L. Griffith
                                                    --------------------
                                              By:   Dan L. Griffith
                                                    President and
                                                    Chief Executive Officer



August 11, 1997                                     /s/ Walter C. Lazarcheck
                                                    ------------------------
                                              By:   Walter C. Lazarcheck
                                                    Vice President and
                                                    Chief Financial Officer