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                               UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

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                                 FORM 10-Q

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

             For the Quarterly Period Ended September 30, 1996        
                                    or

[ ]       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
          THE SECURITIES EXCHANGE ACT OF 1934

                        Commission File No. 1-7695

                           KUHLMAN CORPORATION                       
         (Exact name of registrant as specified in its charter)

               Delaware                          58-2058047          
    (State or other jurisdiction of           (I.R.S. Employer
    incorporation or organization)            Identification No.)    


                         3 Skidaway Village Square
                          Savannah, Georgia 31411
            (Address of principal executive offices)(Zip Code)

Registrant's telephone number, including area code -- (912) 598-7809           


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             
                        -------          -------

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

             Class                 Outstanding at October 31, 1996    
             -----                 -------------------------------
 Common Stock, $1.00 Par Value               13,722,969

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<PAGE>

                      KUHLMAN CORPORATION AND SUBSIDIARIES

                       CONSOLIDATED STATEMENTS OF INCOME

                     (In thousands, except per share data)

<TABLE>
<CAPTION>
                             Three Months Ended      Nine Months Ended
                                September 30,           September 30,  
                           ----------------------   --------------------
                              1996         1995        1996      1995   
                           ---------    ---------   ---------  ---------
                                 (Unaudited)             (Unaudited)
                                      
<S>                        <C>          <C>         <C>        <C>
Net sales. . . . . . . . . $ 119,198    $ 108,561   $ 334,855  $ 318,301
Cost of goods sold . . . .    91,934       86,500     262,403    256,136
                           ---------    ---------   ---------  ---------
Gross profit . . . . . . .    27,264       22,061      72,452     62,165
Selling, engineering, 
   general and 
   administrative
   expenses. . . . . . . .    16,023       14,150      44,967     41,063
                           ---------    ---------   ---------  ---------
Operating profit . . . . .    11,241        7,911      27,485     21,102
                           ---------    ---------   ---------  ---------
Other income (expense): 
  Interest expense, net. .    (1,815)      (1,677)     (5,150)    (5,360)
  Merger expenses. . . . .       ---          ---         ---     (4,510)
  Other, net . . . . . . .      (650)        (481)     (1,443)       895
                           ---------    ---------   ---------  ---------
    Total other income
      (expense), net . . .    (2,465)      (2,158)     (6,593)    (8,975)
                           ---------    ---------   ---------  ---------
Income before taxes and 
  extraordinary item . . .     8,776        5,753      20,892     12,127
Taxes on income. . . . . .     3,647        2,360       8,613      5,911
                           ---------    ---------   ---------  ---------
Income before extra-
  ordinary item  . . . . .     5,129        3,393      12,279      6,216
Extraordinary item
  (net of tax effect
   of $1,175). . . . . . .       ---          ---         ---     (1,861)
                           ---------    ---------   ---------  ---------
Net income . . . . . . . . $   5,129    $   3,393   $  12,279  $   4,355
                           =========    =========   =========  =========
Per share amounts
  Primary:
    Income before extra-
      ordinary item  . . . $    0.37    $    0.26   $    0.90  $    0.47
    Extraordinary item . .       ---          ---         ---      (0.14)
                           ---------    ---------   ---------  ---------
    Net income . . . . . . $    0.37    $    0.26   $    0.90  $    0.33
                           =========    =========   =========  =========

  Fully dilutive:
    Income before extra-
      ordinary item  . . . $    0.37    $    0.26   $    0.89  $    0.47
    Extraordinary item . .       ---          ---         ---      (0.14)
                           ---------    ---------   ---------  ---------
    Net income . . . . . . $    0.37    $    0.26   $    0.89  $    0.33
                           =========    =========   =========  =========

Average shares outstanding
   - primary . . . . . . .    13,829       13,227      13,614     13,181
                           =========    =========   =========  =========
Average shares outstanding
   - fully diluted . . . .    13,838       13,227      13,872     13,181
                           =========    =========   =========  =========

</TABLE>

                 The Notes To Consolidated Financial Statements
              should be read in conjunction with these statements.

<PAGE>


                      KUHLMAN CORPORATION AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
                                 (In thousands)

<TABLE>
<CAPTION>
                                          September 30,  December 31,
                                               1996         1995  
                                            ---------    ---------
                                           (Unaudited)                  
                                  ASSETS               
<S>                                         <C>          <C>
Current assets:
   Cash and cash equivalents . . . . . .    $   1,696    $     581
   Accounts receivable, less reserves
     of $2,026 and $1,442 at September
     30, 1996 and December 31, 1995,
     respectively. . . . . . . . . . . .       68,531       55,753
   Inventories . . . . . . . . . . . . .       54,238       41,833
   Deferred income taxes . . . . . . . .        5,639        4,901
   Prepaid expenses and other current
     assets. . . . . . . . . . . . . . .        2,327        3,535
                                            ---------    ---------
     Total current assets  . . . . . . .      132,431      106,603
                                            ---------    ---------
Plant and equipment, at cost:
   Land, buildings and leasehold 
     improvements  . . . . . . . . . . .       43,021       37,077
   Machinery and equipment . . . . . . .      121,359      111,175
   Construction in progress  . . . . . .        3,503        2,241
                                            ---------    ---------
                                              167,883      150,493
   Less - accumulated depreciation . . .      (91,917)     (84,244)
                                            ---------    ---------
                                               75,966       66,249
                                            ---------    ---------
Intangible assets, net of amortization
   of $3,992 and $2,672 at September
   30, 1996 and December 31, 1995, 
   respectively. . . . . . . . . . . . .       57,244       37,201
                                            ---------    ---------
Other assets . . . . . . . . . . . . . .        4,762        4,849
                                            ---------    ---------
                                            $ 270,403    $ 214,902
                                            =========    =========

                      LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
   Current portion of long-term debt . .    $   3,605    $  10,522
   Accounts payable  . . . . . . . . . .       35,809       28,542
   Accrued liabilities . . . . . . . . .       39,254       28,357
                                            ---------    ---------
     Total current liabilities . . . . .       78,668       67,421
                                            ---------    ---------
Bank debt. . . . . . . . . . . . . . . .       92,297       60,217
Other long-term debt . . . . . . . . . .        5,231        3,436
                                            ---------    ---------
   Total long-term debt. . . . . . . . .       97,528       63,653
                                            ---------    ---------
Accrued postretirement benefits  . . . .        8,543        8,462
                                            ---------    ---------
Other long-term liabilities. . . . . . .        2,936        1,134
                                            ---------    ---------
     Total liabilities . . . . . . . . .      187,675      140,670
                                            ---------    ---------
Shareholders' equity:
   Preferred stock, par value $1.00,
     authorized 2,000 shares, none
     issued;  Junior participating
     preferred stock, series A,
     no par value, authorized 200 
     shares, none issued . . . . . . . .          ---          ---
   Common stock, par value $1.00,
     authorized 20,000 shares,
     issued 13,466 shares at September
     30, 1996 and 13,240 at December
     31, 1995, respectively  . . . . . .       13,466       13,240
   Additional paid-in capital  . . . . .       28,092       26,217
   Retained earnings . . . . . . . . . .       44,275       37,988
   Foreign currency translation adjustments    (1,803)      (1,911)
   Minimum pension liability . . . . . .         (382)        (382)
                                            ---------    ---------
                                               83,648       75,152
   Less - treasury shares at cost (72
     shares at September 30, 1996
     and December 31, 1995). . . . . . .         (920)        (920)
                                            ---------    ---------
     Total shareholders' equity  . . . .       82,728       74,232
                                            ---------    ---------
                                            $ 270,403    $ 214,902
                                            =========    =========

</TABLE>

               The Notes to Consolidated Financial Statements
            should be read in conjunction with these statements.

<PAGE>

                       KUHLMAN CORPORATION AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)
<TABLE>
<CAPTION>
                                                Nine Months Ended
                                                   September 30,              
                                               --------------------
                                                 1996        1995     
                                               ---------   --------
                                                    (Unaudited)
<S>                                            <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income . . . . . . . . . . . . . . .       $ 12,279    $  4,355
Adjustments to reconcile net income to net cash
  provided by operating activities:
   Extraordinary item, net . . . . . . .            ---       1,861
   Merger expenses . . . . . . . . . . .            ---       4,510
   Depreciation and amortization . . . .          9,578       8,789         
   Deferred income taxes, net. . . . . .          1,837       2,806
   Provision for losses on accounts receivable      445         994       
   Other, net. . . . . . . . . . . . . .           (487)        (90)
   Changes in operating assets and liabilities: (1)
     Accounts receivable . . . . . . . .         (5,398)     (7,142)
     Inventories . . . . . . . . . . . .         (6,160)     (2,725)
     Prepaid expenses and other current assets    1,358       1,177
     Accounts payable. . . . . . . . . .          5,017       7,061
     Accrued liabilities . . . . . . . .          5,820        (175)
                                               --------    --------
        Net cash provided by operating
          activities . . . . . . . . . .         24,289      21,421
                                               --------    --------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures  . . . . . . . .         (7,405)    (11,856)
   Acquisitions, net of cash acquired. .        (35,097)        ---
   Proceeds from the sale of assets. . .            103          89       
                                               --------    --------
     Net cash used by investing activities      (42,399)    (11,767)  
                                               --------    --------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Net change in revolving loan facility        (14,736)        323  
   Proceeds from issuance of long-term debt      39,435      24,873
   Repayments of long-term debt  . . . .         (1,085)    (25,539) 
   Dividends paid  . . . . . . . . . . .         (5,958)     (3,829)
   Payments for merger and related expenses         ---      (5,675)
   Stock options exercised . . . . . . .          1,911         917 
   Other . . . . . . . . . . . . . . . .           (525)       (103)     
                                               --------    --------
     Net cash provided (used) by financing
       activities. . . . . . . . . . . .         19,042      (9,033)   
                                               --------    --------
Effect of exchange rate changes on cash.            183         146       
                                               --------    --------
Net increase in cash and cash equivalents         1,115         767
Cash and cash equivalents at beginning of
  period . . . . . . . . . . . . . . . .            581       3,036     
                                               --------    --------
   
   Cash and cash equivalents at end of period  $  1,696    $  3,803
                                               ========    ========

Supplemental disclosure of cash flow information:
Cash paid during the period for:
   Interest  . . . . . . . . . . . . . .       $  4,505    $  5,132
                                               ========    ========
   Income taxes, net of refunds  . . . .       $  5,229    $  1,807
                                               ========    ========

(1)  Net of the effects of acquisition, where applicable.

</TABLE>

                 The Notes To Consolidated Financial Statements
              should be read in conjunction with these statements.

<PAGE>

                      KUHLMAN CORPORATION AND SUBSIDIARIES

                 CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY

                  For The Nine Months Ended September 30, 1996
                                  (Unaudited)

                                (In thousands)
<TABLE>
<CAPTION>

                                            Foreign
                        Additional          Currency    Minimum
                 Common  Paid-in  Retained Translation  Pension  Treasury
                 Stock   Capital  Earnings Adjustment  Liability  Stock  Total 
--------------------------------------------------------------------------------
<S>             <C>      <C>      <C>       <C>          <C>     <C>    <C>
Balance at
 December 31,
 1995 . . . . . $13,240  $26,217  $ 37,988  $ (1,911)    $(382)  $(920) $74,232
                -------  -------  --------  --------     -----   -----  -------

Net income. . .     ---      ---    12,279       ---       ---     ---   12,279

Cash dividends
 declared
($0.45 per share)   ---      ---    (5,992)      ---       ---     ---   (5,992)

Foreign currency
 translation
 adjustment . .     ---      ---       ---       108       ---     ---      108

Stock options
 exercised and
 other. . . . .     226    1,875       ---       ---       ---     ---    2,101
                -------  -------  --------  --------     -----   -----  -------
Balance at
  September 30,
  1996. . . . . $13,466  $28,092  $ 44,275  $ (1,803)    $(382)  $(920) $82,728
                =======  =======  ========  ========     =====   =====  =======

</TABLE>

                  The Notes To Consolidated Financial Statements
               should be read in conjunction with these statements.

<PAGE>


                   KUHLMAN CORPORATION AND SUBSIDIARIES

                         ------------------------

                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

          For the Three and Nine Months Ended September 30, 1996
                                (Unaudited)

1. Consolidated Financial Statements

   The consolidated balance sheet at September 30, 1996 and the
related consolidated statements of income, cash flows and
shareholders' equity for the three and nine months ended
September 30, 1996 and 1995, have been prepared by Kuhlman
Corporation (the "Company") without audit.  In the opinion of
management, all adjustments (which include only normal recurring
adjustments) necessary to present fairly the financial position
of the Company at September 30, 1996 and the results of
operations and cash flows for the three and nine months ended
September 30, 1996 and 1995, have been made.  On May 31, 1995, a
wholly-owned subsidiary of the Company merged with Schwitzer,
Inc. ("Schwitzer").  The merger was accounted for as a pooling of
interests.  Therefore, the financial statements for all periods
shown have either been restated to include, or include the
combined balance sheet and results of operations of both
companies as if the merger had been in effect for all periods
presented.  Certain amounts in the 1995 consolidated financial
statements have been reclassified to conform with the 1996
presentation.

   Certain information and footnote disclosures normally
included in financial statements prepared in accordance with
generally accepted accounting principles have been omitted from
the accompanying financial statements.  These consolidated
financial statements, including the notes thereto, should be read
in conjunction with the Company's audited consolidated financial
statements as of and for the three years in the period ended
December 31, 1995 included in the Company's Annual Report on Form
10-K.

   The results of operations for the three and nine months ended
September 30, 1996 are not necessarily indicative of the results
to be expected for the full year 1996.

2. Acquisition of Communication Cable, Inc.

   On February 16, 1996, the Company, through a wholly-owned
subsidiary, completed a tender offer for the outstanding shares
of Communication Cable, Inc. ("CCI"), a North Carolina
corporation, at $14.00 per share in cash.  The purchase of the
tendered shares, which was consummated on February 21, 1996,
along with subsequent actions have resulted in CCI becoming a
wholly-owned subsidiary of the Company as of June 28, 1996.  The
aggregate total cost of the acquisition of the outstanding shares
of CCI, which was primarily funded through bank debt, was
$43,775,000.  CCI engineers, designs and manufactures a wide
variety of low voltage electronic wire and cable products.

   The transaction is being accounted for as a purchase and
accordingly the goodwill associated with the transaction will be
amortized over 40 years.  The purchase price allocations have
been completed on a preliminary basis, subject to adjustment
should new or additional facts about the business become known. 
The results of operations of CCI are included in the consolidated
financial statements of the Company subsequent to February 21,
1996.  

   The following unaudited pro forma information for the periods
shown below gives effect to the acquisition of CCI as if it had
occurred at the beginning of each period.  The pro forma
information for 1996 and 1995 combines the results of the Company
with those for CCI's quarter ended January 31, 1996 and nine
months ended July 31, 1995, respectively.

In thousands, except per share data

<TABLE>
<CAPTION>
                                       Nine Months Ended September 30,   
                                       ------------------------------
                                             1996          1995    
                                           --------      --------

<S>                                        <C>           <C>
Net sales                                  $344,090      $357,860
Net income before extraordinary item       $ 12,301      $  5,880
Net income                                 $ 12,301      $  4,019

Fully diluted per share amounts:
 Net income before extraordinary item      $   0.89      $   0.45
 Net income                                $   0.89      $   0.30

</TABLE>

   The unaudited pro forma information assumes that the Company
owned the outstanding shares of CCI at the beginning of the
periods presented, and accordingly, includes adjustments for
goodwill amortization, interest expense, certain administrative
costs and income taxes.  The unaudited pro forma financial data
is presented for information purposes only and is not necessarily
indicative of the results of operations that actually would have
been achieved had the acquisition of CCI been consummated as of
that time.

3. Earnings and Dividends Per Share

   Earnings per share in the accompanying consolidated
statements of income for the three and nine months ended
September 30, 1996 and 1995 have been computed based on the
weighted average number of shares of common stock and common
stock equivalents, if any, outstanding throughout the period. 
For the three months ended September 30, 1996, primary and fully
dilutive average shares outstanding included approximately
444,000 and 453,000 shares, respectively, resulting from the
dilutive effects of common stock equivalents.  For the nine
months ended September 30, 1996, primary and fully dilutive
average shares outstanding included approximately 327,000 and
585,000 shares, respectively, resulting from the dilutive effects
of common stock equivalents.  There was no materially dilutive
effect for the comparable year ago period.

   A cash dividend of $0.15 per share was declared during each
of the first three quarters of 1996 and 1995, excluding the
effect prior to May 1995 of the shares issued in connection with
the merger with Schwitzer.

4. Inventories

   Inventories consisted of the following, in thousands:

<TABLE>
<CAPTION>
                              September 30, December 31,
                                  1996          1995   
                                --------     ---------
                               (unaudited)
         
 <S>                            <C>          <C>
 FIFO cost:
      Raw materials             $ 22,023     $ 20,630     
      Work-in-process             12,080        7,359
      Finished goods              21,164       16,276
                                --------     --------
           Total                  55,267       44,265
 Excess of FIFO over LIFO cost    (1,029)      (2,432)
                                --------     --------
          
 Net inventories                $ 54,238     $ 41,833
                                ========     ========

</TABLE>
                   
          
5.   Debt

   On July 1, 1996, the Company amended its bank credit facility
in order to, among other things, enhance its flexibility, lower
its cost of borrowed funds and provide a facility to fund future
acquisitions.  The credit facility in the amended agreement has
two components.  The first component is a $125 million revolving
credit facility to be used for general corporate purposes and is
due on July 1, 2001.  The second component is a 364-day, $125
million facility that would be used primarily to fund future
acquisitions, and amounts drawn under this facility, if any,
would convert to a 4-year term loan commencing on July 1, 1997
with equal quarterly amortization.  Interest rates on amounts
borrowed under the credit agreement are based on certain
financial ratios which have been amended to reflect the Company's
improved financial strength.


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

On February 16, 1996, Kuhlman Corporation (the "Company"),
through a wholly-owned subsidiary, completed a tender offer for
the outstanding shares of Communication Cable, Inc. ("CCI"), a
North Carolina corporation at $14.00 per share.
The purchase price for the shares of CCI was approximately
$43,775,000 and was primarily funded through an increase in the
Company's bank credit facility. The acquisition has been
accounted for by the purchase method of accounting and
accordingly, the net assets and results of operations for CCI are
included in the Company's consolidated financial statements as
part of the Electrical Products Segment from the date of
acquisition.

CCI engineers, designs and manufactures a wide variety of low
voltage electronic wire and cable products which are marketed to
original equipment manufacturers and, through distributors, to a
variety of end users, principally in the United States.  CCI's
products include coaxial, multi-conductor and "category" cables
which are used for data, voice and video communication
applications by the computer and data processing industries,
medical and industrial electronics industries and for satellite
and other telecommunication applications.

On July 1, 1996, the Company amended its bank credit facility in
order to, among other things, enhance its flexibility, lower its
cost of borrowed funds and provide a facility to fund future
acquisitions.  The credit facility in the amended agreement has
two components.  The first component is a $125 million revolving
credit facility to be used for general corporate purposes and is
due on July 1, 2001.  The second component is a 364-day, $125
million facility that would be used primarily to fund future
acquisitions, and amounts drawn under this facility, if any,
would convert to a 4-year term loan commencing on July 1, 1997
with equal quarterly amortization.  Interest rates on amounts
borrowed under the credit agreement are based on certain
financial ratios which have been amended to reflect the Company's
improved financial strength.

LIQUIDITY AND CAPITAL RESOURCES

The Company generated a record $24,289,000 in cash flow from
operations in the first nine months of 1996 compared to
$21,421,000 for the same period in 1995, an increase of
$2,868,000 (13%).  The increase was due primarily to higher
earnings in the first three quarters of 1996 and the timing of
payments for certain accrued expenses.  Working capital was
$53,763,000 at September 30, 1996 compared to $39,182,000 at
December 31, 1995, an increase of $14,581,000 (37%).  The
increase was due primarily to greater cash balances at September
30, 1996, the acquisition of CCI and the change in classification
of the Company's bank debt based on the amended credit agreement,
partially offset by higher accounts payable and accrued
liabilities at September 30, 1996.  Cash and cash equivalents
increased to $1,696,000 at September 30, 1996 from $581,000 at
December 31, 1995 due to the timing of cash receipts.  Accounts
receivable, net was $68,531,000 at September 30, 1996 compared to
$55,753,000 at December 31, 1995, an increase of $12,778,000
(23%).  The increase was due primarily to the acquisition of CCI
and the Company's record sales volume in the third quarter of
1996.  Similarly, inventories increased $12,405,000 (30%) to
$54,238,000 at September 30, 1996 from December 31, 1995
primarily due to the inclusion of CCI and because of higher
expected sales activity in the Electrical Products Segment
particularly for battery booster cables.  Prepaid expenses and
other current assets decreased to $2,327,000 at September 30,
1996 from $3,535,000 at the end of 1995 due to the collection of
certain non-trade receivables.  Accounts payable and accrued
liabilities increased $18,164,000 (32%) to $75,063,000 at
September 30, 1996 from December 31, 1995 due primarily to the
addition of CCI, higher accounts payable to vendors caused in
part by the greater level of inventories noted above and
increased accrued liabilities due to the timing of payments for
certain expenses.  Total debt outstanding was $101,133,000 at
September 30, 1996, up $26,958,000 from the end of 1995.  The
increase in total debt was due to the funding of the acquisition
of CCI, partially offset by the Company's record cash flow in the
first nine months of 1996.  Shareholders' equity increased
$8,496,000 (11%) in the first three quarters of 1996 to
$82,728,000 at September 30, 1996 from the end of 1995 due
primarily to the Company's record earnings, partially offset by
dividends declared.

Capital expenditures in the nine months ended September 30, 1996
were $7,405,000 compared to $11,856,000 reported in the same
period last year.  Expenditures in 1996 have been primarily for
normal additions and replacements to machinery and equipment,
tooling for specific customer applications and capacity
enhancements.

Management believes that the Company's liquidity, forecasted cash
flows, available borrowing capacity and other financial resources
are adequate to support the anticipated operations, to finance
future capital expenditures as previously planned and to service
all existing debt requirements.


RESULTS OF OPERATIONS

The following table summarizes net sales and operating earnings
by segment, in thousands:            

<TABLE>
<CAPTION>
                           Three Months Ended         Nine Months Ended
                              September 30,              September 30,   
                          ---------------------     ---------------------
                            1996         1995         1996         1995  
                          --------     --------     --------     --------
                               (unaudited)                (unaudited)
<S>                       <C>          <C>          <C>          <C>
Net sales:                    
  Electrical              $ 71,560     $ 63,898     $195,390     $178,902
  Industrial                47,638       44,663      139,465      139,399
                          --------     --------     --------     --------
                          $119,198     $108,561     $334,855     $318,301
                          ========     ========     ========     ========
Income before taxes:
  Electrical              $  5,997     $  3,601     $ 13,863     $  9,310
  Industrial                 6,149        4,998       16,462       15,060
                          --------     --------     --------     --------
    Operating earnings(1)   12,146        8,599       30,325       24,370
  Corporate                 (1,555)      (1,175)      (4,283)      (3,003)
  Merger expenses              ---          ---          ---       (4,510)
  Interest expense, net     (1,815)      (1,677)      (5,150)      (5,360)
  Unallocated                  ---            6          ---          630
                          --------     --------     --------     --------
                          $  8,776     $  5,753     $ 20,892     $ 12,127
                          ========     ========     ========     ========

(1) Operating earnings is defined as Operating profit plus
    Other, net directly attributable to each segment.

</TABLE>


Three Months Ended September 30, 1996 and 1995

In the third quarter of 1996 the Company sold more products and
generated greater earnings than in any other quarterly period in
its history .  Net sales, operating profit and net income
increased approximately 10%, 42% and 51%, respectively, in the
third quarter of 1996 when compared to the same period in 1995. 
The increases were attributable to the positive operating
performance reported in each of the Company's two segments,
Electrical and Industrial Products.

Net sales were $119,198,000 in the third quarter of 1996 compared
to $108,561,000 reported in the same period in 1995, an increase
of $10,637,000 (10%).  Each of the Company's two segments
contributed to the increase in net sales as demand for the
Company's key products remained vibrant throughout the period. 
In the Electrical Products Segment, net sales increased
$7,662,000 (12%) in the third quarter of 1996 compared to the
same period in 1995 primarily because of greater shipments of
transformer products, particularly medium power transformers, and
the addition of CCI, partially offset by the impact of the
disposal of Nehring Electrical Works which was sold in the fourth
quarter of 1995.  Net sales reported in the Industrial Products
Segment increased by $2,975,000 (7%) in the third quarter of 1996
compared to the same period in 1995 due primarily to record sales
of engine component products in North America.

Operating profit for the third quarter of 1996 was $11,241,000
compared to $7,911,000 reported for the same period in 1995, an
increase of $3,330,000 (42%).  Operating profit margins advanced
to 9.4% of net sales in the third quarter for 1996, the Company's
highest in several years, because of the record sales volume
noted above and improved operating efficiencies in most key
product lines.  This compares favorably to the operating profit
margin of 7.3% of net sales reported in the third quarter of
1995.  In the Electrical Products Segment, operating earnings in
the third quarter of 1996 were $5,997,000 compared to $3,601,000
in the same period a year ago, an increase of $2,396,000 (67%). 
The increase in operating profit was due primarily to the higher
sales volume noted above, benefits from profit improvement
programs and the addition of higher margin electronic wire
products from CCI.  In the Industrial Products Segment, operating
earnings improved $1,151,000 (23%) to $6,149,000 in the third
quarter of 1996 when compared to the same period in 1995.  The
increase was due primarily to the record shipments of engine
component products in North America and the positive impact of a
change in sales mix.  Also in the Industrial Products Segment,
operating earnings in the third quarter of 1996 for the
international operations remained relatively constant compared to
the same period in 1995, though the operating performance in
Europe and Brazil began to show signs of improvement compared to
the first two quarters of 1996. Overall, operating expenses
increased $1,873,000 (13%) to $16,023,000 or 13.4% of net sales
in the third quarter of 1996 compared to $14,150,000 or 13.0% of
net sales reported in the third quarter of 1995.  The increase in
operating expenses was due primarily to the higher sales noted
above and the addition of CCI.  The increase in operating
expenses as a percentage of sales was due primarily to the sale
of Nehring which had substantially lower operating expenses
compared to the overall average.

Interest expense, net was $1,815,000 in the third quarter for
1996 compared to $1,677,000 for the same period in 1995, an
increase of $138,000 (8%).  The increase was due to the higher
levels of debt outstanding in the 1996 period due to the
acquisition of CCI, partially offset by the lower cost of
borrowed funds as a result of the Company's amended and restated
loan agreement.  Other, net was an expense of $650,000 in the
third quarter of 1996 compared to $481,000 in the year ago
period.  The increase was due to miscellaneous one-time expenses,
none of which were significant.

Net income for the third quarter of 1996 was a record $5,129,000
compared to $3,393,000 reported in the same period in 1995, an
increase of $1,736,000 (51%).  Earnings per share on a fully
diluted basis were $0.37 compared to $0.26 for the third quarter
of 1995, an increase of 42%.  The Company's effective tax rate
for the third quarter of 1996 and 1995 was 41.6% and 41.0%,
respectively.  The difference in rates was due primarily to the
acquisition of CCI.

In addition, the Company's consolidated backlog at September 30,
1996 was a record $118,279,000.  This represents an increase of
$16,979,000 (17%) and $10,112,000 (9%) from December 31, 1995 and
September 30, 1995, respectively.  The increases were due
primarily to increased orders for engine component products,
battery booster cables and the addition of CCI.

Nine Months Ended September 30, 1996 and 1995

Net sales, operating profit and net income (excluding the Merger
Expenses, defined below, in the 1995 period) for the first nine
months of 1996 were record highs for the Company, up 5%, 30% and
23%, respectively, over the results reported for the same period
in 1995.

Net sales for the first nine months of 1996 were $334,855,000
compared to $318,301,000 for the same period in 1995, an increase
of 5%.  The increase was due primarily to the improved
performance in the Electrical Products Segment driven by the
record sales volume for medium power transformers and the
addition of CCI, partially offset by the sale of Nehring.  In the
Industrial Products Segment, net sales for the first nine months
of 1996 were essentially the same when compared to the year ago
period primarily because record demand in North America for the
Company's various engine component products was offset by weak
orders for spring products domestically and lower shipments of
turbochargers in Brazil principally due to soft demand caused by
weak economic conditions in that country.

Operating profit for the first nine months of 1996 was
$27,485,000 compared to $21,102,000 reported for the same period
in 1995, an increase of $6,383,000 (30%).  The increase in
operating profit was due to the positive financial performance in
both of the Company's product segments.  Operating earnings in
the Electrical Products Segment increased $4,553,000 (49%) to
$13,863,000 in the first nine months of 1996 compared to the same
period in 1995 due to the record sales volume noted above,
improved gross profit margins on key products and the addition of
CCI.  In the Industrial Product Segment, operating earnings
increased $1,402,000 (9%) to $16,462,000 in the first nine months
of 1996 compared to the same period in 1995.  Operating earnings
in this segment were benefitted by strong demand in North America
for various engine component products and improved operating
efficiencies, partially offset by lower earnings for spring
products and Schwitzer's international operations.  The
international operations were effected by changes in product mix,
higher material costs and the impact of a soft economic
environment in Brazil.  Overall, consolidated operating profit
margins for the first three quarters of 1996 improved to 8.2% of
net sales from 6.6% reported in the same period in 1995.  The
improvement was due to higher gross profit margins which were
benefitted by the record sales volumes noted above and improved
operating efficiencies at key manufacturing facilities, partially
offset by greater operating expenses as a percentage of sales.
Operating expenses for the first nine months of 1996 were
$44,967,000 or 13.4% of net sales compared to $41,063,000 or
12.9% of net sales reported in the year ago period due to the
higher sales volume noted above and the addition of CCI.

Interest expense, net for the first nine months of 1996 was
$5,150,000 compared to $5,360,000 for the same period in 1995, a
decrease of $210,000 (4%).  The decrease was due to the lower
cost of borrowed funds in 1996, partially offset by higher debt
levels throughout the 1996 period due to the acquisition of CCI. 
Other, net for the nine months ended September 30, 1996 was an
expense of $1,443,000 compared to expense of $3,615,000 in the
same period in 1995.  Other, net in the 1995 period included
certain expenses related to the merger with Schwitzer, completed
in May 1995.  Total merger expenses, including costs associated
with the early retirement of certain outstanding debt of
Schwitzer, were $5,600,000 net of tax (the "Merger Expenses"). 
Excluding the effect of the Merger Expenses, the Company recorded
income of $895,000 in the first nine months of 1995 in Other,
net, primarily because of a non-recurring gain on the settlement
of certain liabilities and income from a covenant not to compete
which expired in the second quarter of 1995.

Net income for the first nine months of 1996 increased $2,324,000
(23%) to $12,279,000 from $9,955,000 for the same period in 1995,
prior to deducting the Merger Expenses.  After deducting the
Merger Expenses, the Company reported net income of $4,355,000
for the 1995 period.  Earnings per share on a fully diluted basis
were $0.89 in the first three quarters of 1996 compared to $0.76
for the same period in 1995 prior to deducting the Merger
Expenses, and $0.33 after taking such expenses into account.  In
addition, net income in the first nine months of 1995 was
benefitted by $1,251,000 (net of tax) or $0.09 per share related
to the non-recurring items included in Other, net noted above. 
The Company's effective tax rate for the nine months ended
September 30, 1996 and 1995 was 41.2% and 48.7%, respectively. 
The difference in rates was due primarily to the non-
deductibility of certain Merger Expenses in the 1995 period.  The
fully diluted average shares outstanding in the first nine months
for 1996 were 13,872,000 compared to 13,181,000 in the year ago
period, an increase of 691,000 (5%).

OUTLOOK FOR 1996

Management believes the results of the third quarter support its
view that the Company is positioned to grow and prosper in the
future.  However, management's optimism about the future
continues to be tempered somewhat by matters including the
potential impact of fluctuating raw material costs, an uncertain
economic environment in certain key markets and the potential for
rising interest rates.  Management will continue to focus on
these variables very carefully.

SAFE HARBOR STATEMENT

Statements in this report that are not strictly historical are
"forward-looking" statements which should be considered as
subject to the many uncertainties that exist in the Company's
operations and business environment.  These uncertainties
include, but are not limited to, economic conditions, market
demand and pricing, competitive and cost factors and other risk
factors.

PART II.  OTHER INFORMATION

ITEM 6.   Exhibits and Reports on Form 8-K

(a)  Exhibits

  10.1    Sixth Amendment to Credit Agreement dated as of July 1,
          1996 among the Registrant, The Chase Manhattan Bank,
          N.A. as Administrative Agent and certain other parties.

  27.0    Financial Data Schedule for the nine month period ended
          September 30, 1996.

(b)  Reports on Form 8-K

     During the period covered by this report, Registrant has
filed the following reports on Form 8-K.
     
     Form 8-K dated September 20, 1996 and reporting under Item 5
an agreement to purchase assets.
     
<PAGE>





                                SIGNATURES
                                ----------

Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.





                               Kuhlman Corporation             
                   ------------------------------------------
                                  (Registrant)




                         /s/  Robert S. Jepson, Jr.              
                   ------------------------------------------
                    Robert S. Jepson, Jr.
                    Chairman and Chief Executive Officer



                         /s/  Vernon J. Nagel                    
                   ------------------------------------------    
                    Vernon J. Nagel
                    Executive Vice President of Finance,
                        Chief Financial Officer and Treasurer




Date:     November 6, 1996  
      -----------------------