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 27, 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
September 27, 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
                    September 27, 1997 and March 29, 1997           

                    Consolidated Statements of Operations for
                    the three month and six month periods
                    ended September 27, 1997 and
                    September 28, 1996                              

                    Consolidated Statements of Stockholders'
                    Equity for the six month periods ended
                    September 27, 1997 and September 28, 1996       

                    Consolidated Statements of Cash Flows
                    for the six month periods ended
                    September 27, 1997 and September 28, 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-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 27,     March 29,
                                                          l997           l997
                                                      ---------       ---------

          ASSETS
<S>                                                   <C>             <C>
CURRENT ASSETS:
        Cash ...................................      $   5,475       $   2,992
        Trade accounts receivable,
          less allowance of $1,636
          and $1,440, respectively .............         33,046          38,691
        Inventories ............................         64,334          63,068
        Deferred income taxes ..................          3,144           3,144
        Prepaid expenses and other current
        assets .................................          1,431           1,944
                                                      ---------       ---------

            Total current assets ...............        107,430         109,839

PROPERTY, PLANT AND EQUIPMENT
        Land ...................................            343             345
        Buildings, improvements and
          leasehold improvements ...............          3,979           3,908
        Machinery and equipment ................         19,570          19,164
        Furniture and fixtures .................          5,387           4,732
                                                      ---------       ---------
                                                         29,279          28,149


Less:  Accumulated depreciation ................         (9,275)         (7,848)
                                                      ---------       ---------

             Property, plant and equipment,
             net ...............................         20,004          20,301
                                                      ---------       ---------

INVESTMENTS IN AND ADVANCES TO AFFILIATES ......            671           1,008

OTHER ASSETS, net of accumulated
  amortization of $1,533
  and $1,485 respectively ......................            535             563
                                                      ---------       ---------

             Total assets ......................      $ 128,640       $ 131,711
                                                      =========       =========

</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 27,    March 29,
                                                                     1997          l997
                                                                 ---------      ---------
<S>                                                              <C>            <C>
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
        Bank overdrafts ....................................     $   1,648      $   2,254
        Working capital revolver ...........................        21,804         21,910
        Accounts payable ...................................        15,491         16,568
        Accrued expenses ...................................        14,411         13,055
        Income taxes payable ...............................         2,897          3,794
        Current portion of long-term debt
          obligations ......................................         2,516          2,562
                                                                 ---------      ---------

             Total current liabilities .....................        58,767         60,143

LONG-TERM DEBT OBLIGATIONS .................................         4,472          5,862
OTHER LONG-TERM LIABILITIES ................................           120            120
                                                                 ---------      ---------

             Total liabilities .............................        63,359         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, including  treasury
          stock, at September 27, 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,
          l993 .............................................        27,820         27,076
        Cumulative translation adjustment ..................          (372)           168
        Treasury stock at cost, 50,000 shares ..............          (509)          --
                                                                 ---------      ---------

             Total stockholders' equity ....................        65,281         65,586
                                                                 ---------      ---------

             Total liabilities and stock-
             holders' equity ...............................     $ 128,640      $ 131,711
                                                                 =========      =========
</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 OPERATIONS
                         FOR THE THREE MONTH AND SIX MONTH PERIODS
                      ENDED SEPTEMBER 27, 1997 AND SEPTEMBER 28, 1996
                         (In Thousands, Except Per Share Amounts)
                                    


                                THREE MONTHS ENDED                SIX MONTHS ENDED
                           September 27,    September 28,   September 27,   September 28,
                               1997             1996             1997             1996
                            ---------        ---------        ---------        ---------
<S>                         <C>              <C>              <C>              <C>
Net sales............       $  44,896        $  51,478        $  99,442        $ 113,692
Cost of sales .......          35,393           39,629           77,327           87,896
                            ---------        ---------        ---------        ---------

  Gross profit ......           9,503           11,849           22,115           25,796
Selling, general and
  administrative
  expenses ..........           9,653            8,603           18,932           17,559
                            ---------        ---------        ---------        ---------

   Operating income
   (loss) ...........            (150)           3,246            3,183            8,237
Interest expense ....            (657)            (723)          (1,301)          (1,426)
Other income
  (expense), net ....             176              (61)              46               91
                            ---------        ---------        ---------        ---------

   Income (loss)
   before provision
   for income taxes .            (631)           2,462            1,928            6,902
Provision for
  income taxes ......             126              853            1,184            2,568
                            ---------        ---------        ---------        ---------

   Net income (loss)        ($    757)       $   1,609        $     744        $   4,334
                            =========        =========        =========        =========

Earnings (loss)
  per share .........       ($   0.13)       $    0.28        $    0.13        $    0.75
                            =========        =========        =========        =========

Weighted average
 number of shares
 outstanding ........           5,646            5,738            5,668            5,743

</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 27, 1997 AND SEPTEMBER 28, 1996
                                           (In Thousands)



                                              CAPITAL IN                  CUMULATIVE
                                   COMMON     EXCESS OF      RETAINED     TRANSLATION     TREASURY
                                   STOCK      PAR VALUE      EARNINGS     ADJUSTMENT       STOCK
                                   -----      ---------      --------     ----------       -----
<S>                               <C>           <C>           <C>           <C>            <C>
BALANCE, March 30, 1996 ...       $    57       $38,259       $19,075       $  (282)       $  --

Net income for the six
  months ended September
  28, 1996 ................          --            --           4,334          --             --
Translation adjustment
  for the six months
  ended September 28, 1996           --            --            --             122           --
Exercise of stock options
  for common stock ........          --              26          --            --             --
                                  -------       -------       -------       -------        -------

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





BALANCE, March 29, l997 ...       $    57       $38,285       $27,076       $   168        $  --

Net income for the six
  months ended September
  27, 1997 ................          --            --             744          --             --
Translation adjustment
  for the six months
  ended September 27, 1997           --            --            --            (540)          --
Purchase of common stock
  for treasury ............          --            --            --            --             (509)
                                  -------       -------       -------       -------        -------

BALANCE, September 27, 1997       $    57       $38,285       $27,820       $  (372)       $  (509)
                                  =======       =======       =======       =======        =======

</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 27, 1997 AND SEPTEMBER 28, 1996
                                    (In Thousands)


                                                        September 27,  September 28,
                                                           1997            1996
                                                          -------       -------
<S>                                                       <C>           <C>
CASH FLOWS PROVIDED BY (USED IN)
  OPERATING ACTIVITIES:
  Net income .......................................      $   744       $ 4,334
  Adjustments to reconcile net
    income to net cash provided
    by operating activities:
        Depreciation and amortization ..............        1,600         1,652
        Net (gain) on sale of property,
        plant and equipment ........................           (3)          (13)
  Changes in operating assets and liabilities:
      Decrease (increase) in net trade
        accounts receivable ........................        7,248        (1,192)
      Decrease (increase) in inventories ...........          862        (6,576)
      Decrease (increase) in prepaid expenses
        and other current assets ...................          551        (1,281)
      Decrease (increase) in other assets ..........          310          (167)
      (Decrease) in bank overdrafts ................         (606)         (412)
      Increase (decrease) in accounts payable
        and accrued expenses .......................       (3,667)        2,387
                                                          -------       -------

        Total adjustments ..........................        6,295        (5,602)
                                                          -------       -------

      Cash flows provided by (used in)
        operating activities .......................        7,039        (1,268)
                                                          -------       -------

CASH FLOWS PROVIDED BY (USED IN)
  INVESTING ACTIVITIES:
  Capital expenditures .............................       (1,505)       (1,385)
  Proceeds from sale of property,
    plant and equipment ............................            9            13
  Purchase of certain assets of
    a distributor ..................................       (1,245)         --
  Purchase of treasury stock .......................         (509)         --
                                                          -------       -------

    Cash flows provided by (used in)
      investing activities .........................       (3,250)       (1,372)
                                                          -------       -------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                              BRIDGEPORT MACHINES, INC.

                        CONSOLIDATED STATEMENTS OF CASH FLOWS
                              FOR THE SIX MONTH PERIODS
                   ENDED SEPTEMBER 27, 1997 AND SEPTEMBER 28, 1996
                                    (In Thousands)
                                     (Continued)


                                                          September 27,    September 28,
                                                              1997             1996
                                                            -------          -------

<S>                                                       <C>           <C>
CASH FLOWS PROVIDED BY (USED IN)
  FINANCING ACTIVITIES:
  Sale of common stock ............................         $  --            $    26
  Borrowings (payments) under working
    capital revolver, net .........................              17             (281)
  Borrowings (payments) of other debt and
    capitalized lease obligations .................          (1,233)           4,317
                                                            -------          -------

    Cash flows provided by (used in)
      financing activities ........................          (1,216)           4,062
                                                            -------          -------

  Effect of exchange rate changes
    on cash .......................................             (90)              60
                                                            -------          -------

    Net change in cash ............................           2,483            1,482
  CASH, begining of period ........................           2,992            4,960
                                                            -------          -------

  CASH, end of period .............................         $ 5,475          $ 6,442
                                                            =======          =======

  SUPPLEMENTAL CASH FLOW INFORMATION:
  Interest paid ...................................         $ 1,307          $ 1,386
  Income taxes paid, net ..........................           1,093              412


</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.   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 September 27, 1997 and the related
         consolidated statements of income,  stockholders' equity and cash flows
         for the six months ended September 27, 1997 and September 28, 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  September 27, 1997 and  September  28, 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.
<PAGE>
         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
         Opinion No. 15. Had the Company  calculated EPS in accordance  with FAS
         128 for the three month and six month periods ended  September 27, 1997
         and  September  28,  1996,  the amounts to be  presented  under the new
         standards  would not be materially  different than the amounts shown in
         the financial statements.


4.       ACQUISITION

         On August 1, 1997,  the  Company  acquired  certain  assets and assumed
         certain  liabilities of its German  distributor.  The  acquisition  was
         accounted  for as a  purchase.  The  Company  will pay in  installments
         approximately  $2.1 million in cash for the assets acquired and assumed
         approximately   $2.5  million  of   liabilities.   The  purchase  price
         approximated  book value.  The  purchase  did not meet the  significant
         subsidiary rules of SEC reporting requirements.
<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 27,         September 28,         September 27,         September 28,
                                      1997                  1996                  1997                  1996
                                      ----                  ----                  ----                  ----
<S>                                  <C>                   <C>                   <C>                   <C>
Net sales                            100.0%                100.0%                100.0%                100.0%
Gross profit                          21.2                  23.0                  22.2                  22.7
Selling, general and
  administrative
  expenses                            21.5                  16.7                  19.0                  15.4
Operating income
  (loss)                              (0.3)                  6.3                   3.2                   7.3
Interest expense                       1.5                   1.4                   1.3                   1.3
Other income
  (expense)                            0.4                  (0.1)                  0.0                   0.1
Income tax expense                     0.3                   1.7                   1.2                   2.3
Net income (loss)                     (1.7)                  3.1                   0.7                   3.8
</TABLE>
COMPARISON  OF THE THREE MONTHS ENDED  SEPTEMBER  27, 1997  ("SECOND  QUARTER OF
FISCAL 1998") TO THE THREE MONTHS ENDED  SEPTEMBER 28, 1996 ("SECOND  QUARTER OF
FISCAL 1997")


         Net sales were $44.9  million in the second  quarter of fiscal  l998, a
decrease of $6.6 million,  or 12.8%, as compared to the second quarter of fiscal
l997.  The  decrease  in sales is due to a  decline  in sales in  Europe of $7.7
million offset by an increase in sales in North America. The decline in European
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 September 27, 1997 was approximately  $29.2 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.
<PAGE>
         Gross profit was $9.5  million in the second  quarter of fiscal l998, a
decrease of $2.3 million,  or 19.8%, as compared to the second quarter of fiscal
l997.  Gross profit as a percent of net sales was 21.2%  compared  with 23.0% in
the  second  quarter  of fiscal  1997.  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% in the  second  quarter  of fiscal  1997.  The
decrease  in gross  profit as percent  of sales in the second  quarter of fiscal
1998 as compared to the fiscal 1997 normalized  gross profit is a result of less
absorption of fixed costs in the Company's European manufacturing operations due
to lower production.

         Selling,  general and administrative  expenses were $9.7 million in the
second  quarter of fiscal  l998,  an  increase  of $1.1  million,  or 12.2%,  as
compared to the second  quarter of fiscal l997.  The  increase in dollar  amount
consisted of increases in salaries of $0.4 million and professional fees of $0.1
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 21.5% in the second  quarter of fiscal l998, as compared to 16.7%
for the second quarter of fiscal l997.

         Operating  loss was $0.1 million for the second quarter of fiscal l998,
as compared to operating income of $3.2 million for the second quarter of fiscal
l997.

         Interest expense was $0.7 million for the second quarter of fiscal l998
and fiscal l997.

         Provision  for income taxes was $0.1  million in the second  quarter of
fiscal  l998,  compared to a provision  for income  taxes of $0.9 million in the
second quarter of fiscal 1997. The tax provision in the second quarter of fiscal
1998 primarily  represents a tax provision for the U.S. operating results offset
by a tax  benefit  for the  Company's  U.K.  results.  Tax  benefits  for losses
incurred in the Company's German  operations have not been  established  because
they are not currently recognizable for tax return purposes.

COMPARISON  OF THE SIX MONTHS ENDED  SEPTEMBER  27, 1997 TO THE SIX MONTHS ENDED
SEPTEMBER 28, 1996

         Net sales were $99.4  million for the six months  ended  September  27,
1997, a decrease of $14.3 million, or 12.5%, as compared to the six months ended
September 28, 1996. The decrease in sales is due to a decline in sales in Europe
of $15.0 million offset by an increase in sales in North America. The decline in
European 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.

         Gross profit was $22.1  million for the six months ended  September 27,
1997, a decrease of $3.7 million,  or 14.3%, as compared to the six months ended
September 28, 1996.  The gross profit as a percentage of net sales was 22.2% for
the six months  ended  September  27, 1997 versus 22.7% for the six months ended
September 28, 1996. 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
<PAGE>
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%.

         Selling, general and administrative expenses were $18.9 million for the
six months ended  September 27, 1997,  an increase of $1.4 million,  or 7.8%, as
compared to the six months  ended  September  28,  1996.  The increase in dollar
amount consisted  primarily of salaries of $0.6 million and professional fees of
$0.2 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 19.0% for the six months ended  September 27, 1997, as compared to
15.4% for the six months ended September 28, 1996.

         Operating  income was $3.2 million for the six months  ended  September
27, 1997,  as compared to $8.2 million for the six months  ended  September  28,
1996.

         Interest  expense was $1.3 million for the six months  ended  September
27, 1997 and $1.4 million for the six months ended September 28, 1996.

         Provision  for income  taxes was $1.2  million for the six months ended
September  27, 1997, a decrease of $1.4 million or 53.9%.  The tax  provision in
the six months ended September 27, 1997 primarily represents a tax provision for
the U.S.  operating  results  offset by a tax  benefit  for the  Company's  U.K.
results.  Tax benefits for losses  incurred in the Company's  German  operations
have not been  established  because they are not currently  recognizable for tax
return purposes.

FOREIGN OPERATIONS:

         During the six months ended September 27, 1997, net sales outside North
America represented approximately 40% of total net sales, as compared to 49% for
the six months ended  September  28, 1996.  A  substantial  portion of these net
sales were made by the Company's European operations.

         Generally,  from time to time, the Company enters into forward exchange
contracts to provide  economic  hedges  against  foreign  currency  fluctuations
primarily  on its  intercompany  sales  transactions  between its U.S.  and U.K.
operations.  At  September  27, 1997,  the Company did not have any  outstanding
commitments under forward purchase contracts.

LIQUIDITY AND CAPITAL RESOURCES:

         As of  September  27,  1997,  the Company had working  capital of $48.7
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>
                                                         SIX MONTHS ENDED
                                        September 27, 1997          September 28, 1996
                                        ------------------          ------------------
<S>                                         <C>                          <C>
Net cash provided by (used in)
  operating activities                      $  7,039                     $ (1,268)


Net cash (used in)
  investing activities                        (3,250)                      (1,372)

Net cash provided by (used in)
 financing activities                         (1,216)                       4,062
</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,  level of sales and
payment of accounts  payable.  Included in cash used in investing  activities in
the six months  ended  September  27,  1997 is a $1.2  million  payment  for the
purchase of certain  assets as discussed in Note 4 to the financial  statements.
The net cash provided by (used in) financing  activities in the six months ended
September 27, 1997 and September 28, 1996,  represents  primarily net borrowings
or repayments of debt.

         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
September  27, 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 September 27, 1997,  accounts  receivable  decreased $5.6 million as
compared  to March  27,  1997  primarily  due to  lower  sales  and  inventories
increased  $1.3  million as  compared to March 27, 1997 due to a buildup for new
products  to be  launched  later in the fiscal  year and lower than  anticipated
sales.


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

                  On September 9, 1997, the Company settled out of court a legal
                  action in which the Company was a defendant.  The action which
                  was filed by IMS Technology,  Inc., the plaintiff,  related to
                  alleged patent  infringement.  The settlement  entered into by
                  the  Company  did not have a  material  adverse  effect on the
                  Company's financial position or results of operations.

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:

                    Eliot M. Fried
                       Votes For                                    4,750,507
                       Votes Withheld                                  22,020

                    Dan L. Griffith
                       Votes For                                    4,749,142
                       Votes Withheld                                  23,385

           b)       Approval  of  amendment   and   restatement   of  the
                    Company's 1994  Non-Employee  Directors  Stock Option
                    Plan.

                       Votes For                                    4,655,162
                       Votes Against                                   60,856
                       Abstained                                        5,612
                       Non Votes                                       50,897

           c)       Ratification  of the selection of Arthur Andersen LLP
                    as independent public accountants for fiscal 1998.

                       Votes For                                    4,748,397
                       Votes Against                                   10,740
                       Abstained                                       13,390

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
<PAGE>
                      (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

                      (18)  Not Applicable

                      (l9)  Not Applicable

                      (22)  Not Applicable

                      (23)  Not Applicable

                      (24)  Not Applicable

                      (27)  Financial Data Schedule                        27

                      (99)  Not Applicable

           b)         There were no reports or  exhibits  on Form 8-K filed
                      during the three months ended September 27, 1997.

<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 6, 1997                                  /s/ Dan L. Griffith
                                                  -------------------
                                             By:  Dan L. Griffith
                                                  President and
                                                  Chief Executive Officer



November 6, 1997                                  /s/ Walter C. Lazarcheck
                                                  ------------------------
                                             By:  Walter C. Lazarcheck
                                                  Vice President and
                                                  Chief Financial Officer