UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549
                                 FORM 10-Q

 (Mark one)
 (X) Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
    Exchange Act of 1934
  For the quarterly period ended September 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: 1-7568



                           COLTEC INDUSTRIES INC
          (Exact name of registrant as specified in its charter)

        PENNSYLVANIA                  13-1846375
(State or other jurisdiction of incorporation        (IRS Employer
           or organization)                    Identification No.)

      3 Coliseum Centre
    2550 West Tyvola Road
  Charlotte, North Carolina 28217                    28217
(Address of principal executive offices)              (Zip code)


                               (704)423-7000
           (Registrant's telephone number, including area code)


  Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Sections 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 ( )



                 ________________________________________


  On October 31, 1997, there were outstanding 65,485,707 shares of common
stock, par value $.01 per share.
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1.  Financial Statements

                  COLTEC INDUSTRIES INC AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF EARNINGS


                                    Three Months Ended    Nine Months Ended

                                    Sept. 28,  Sept. 29,  Sept. 28,  Sept. 29,
                                      1997       1996        1997       1996

                                      (in thousands, except per share data)

Net sales                           $324,453  $287,216   $955,852   $861,429
Cost of sales                        221,472   201,358    650,284    611,274
Gross profit                         102,981    85,858    305,568    250,155
Selling and administrative            53,787    43,718    162,692    141,796
Special charges                            -         -          -          -

Operating income                      49,194    42,140    142,876    108,359

Interest expense and other, net       13,859    17,045     38,905     58,503

Earnings from continuing operations
  before income taxes and
  extraordinary item                  35,335    25,095    103,971     49,856

Income taxes                          12,014     8,533     35,350     16,950

Earnings from continuing operations
  before extraordinary item           23,321    16,562     68,621     32,906

Discontinued operations
  (net of tax)                             -     1,509          -     52,665

Extraordinary item (net of tax)            -       (59)         -     (1,881)

Net earnings                         $23,321   $18,012    $68,621    $83,690

Earnings per common share
  Before extraordinary item             $.35      $.24      $1.03       $.47
  Discontinued operations                  -       .02          -        .76
  Extraordinary item                       -         -          -       (.03)

Net earnings                            $.35      $.26      $1.03      $1.20

Weighted average number of common
  and common equivalent shares        66,596    68,997     67,007     69,835



See notes to consolidated financial statements.

<PAGE>


                  COLTEC INDUSTRIES INC AND SUBSIDIARIES
                        CONSOLIDATED BALANCE SHEETS



                                                      Sept. 28,   Dec. 31,
                                                        1997        1996

                                                           (in thousands)

ASSETS
Current assets:
  Cash and cash equivalents                              $11,769   $15,029
  Accounts and notes receivable, net of
    allowance of $2,705 in 1997 and $2,007 in 1996       142,383   190,325

  Inventories
     Finished goods                                       51,787    48,813
     Work in process and finished parts                  150,304   122,817
     Raw materials and supplies                           34,395    32,568
                                                         236,486   204,198
  Deferred income taxes                                    8,998    10,524
  Other current assets                                    13,951    12,769
     Total current assets                                413,587   432,845

Property, plant and equipment, net                       246,240   214,790

Costs in excess of net assets acquired, net              140,558   132,872

Other assets                                              63,827    58,869

                                                        $864,212  $839,376



See notes to consolidated financial statements.
 <PAGE>

                  COLTEC INDUSTRIES INC AND SUBSIDIARIES
                        CONSOLIDATED BALANCE SHEETS


                                                       Sept. 28,    Dec. 31,
                                                         1997        1996

                                              (In thousand, except share data)

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
  Current portion of long-term debt                        $565     $2,528
  Accounts payable                                       68,496     55,410
  Accrued expenses                                      151,869    145,104
  Current portion of liabilities of
    discontinued operations                               5,345     14,229
      Total current liabilities                         226,275    217,271
Long-term debt                                          738,625    717,722
Deferred income taxes                                    58,864     50,646
Other liabilities                                        70,912    100,004
Liabilities of discontinued operations                  160,428    170,740
Commitments and contingencies                                 -          -

Shareholders' equity:
  Preferred stock, $.01 par value,
    2,500,000 shares authorized,
    shares outstanding - none                                 -          -
  Common stock, $.01 par value,
    100,000,000 shares authorized, 70,501,948 and
    70,398,661 shares issued at September 28, 1997
    and December 31, 1996, respectively (excluding
    25,000,000 shares held by a wholly owned
    subsidiary)                                             705        704
  Capital surplus                                       642,828    643,221
  Retained deficit                                    (938,282) (1,006,903)
  Unearned compensation                                 (3,177)     (2,136)
  Minimum pension liability                             (3,200)     (3,200)
  Foreign currency translation adjustments
                                                        (5,213)     (1,151)
                                                      (306,339)   (369,465)
  Less cost of 4,999,741 and 3,182,822 shares
    of common stock in treasury at
    September 28, 1997 and December 31, 1996,
    respectively
                                                       (84,553)    (47,542)


                                                      (390,892)   (417,007)

                                                       $864,212   $839,376



See notes to consolidated financial statements.

<PAGE>

                  COLTEC INDUSTRIES INC AND SUBSIDIARIES
                   CONSOLIDATED STATEMENTS OF CASH FLOWS
                              (in thousands)

                                                    Nine Months Ended
                                                   Sept. 28,  Sept. 29,
                                                     1997        1996
Cash flows from operations activities:
  Net earnings                                      $68,621    $83,690
  Adjustments to reconcile net earnings to cash
    provided by operating activities:
    Extraordinary item                                    -      1,881
    Depreciation and amortization                    28,327     27,720
    Deferred income taxes                            10,209     15,106
    Gain on sale of Automotive Business                   -    (57,487)
    Payments of liabilities of discontinued
      operations                                    (19,196)    (1,556)
    Foreign currency translation adjustment          (4,062)       978
    Other operating items                           (30,825)   (18,402)
    Changes in assets and liabilities:
     Accounts and notes receivable                  (10,604)   (67,802)
      Inventories                                   (28,314)      (642)
      Other current assets                             (504)      (256)
      Accounts payable                               11,934    (10,094)
      Accrued expenses                                4,748     41,411

        Cash provided by operating activities        30,334     14,547

Cash flows from investing activities:
  Capital expenditures                              (46,004)   (29,662)
  Acquisition of business                           (23,778)         -
  Proceeds from sale of Automotive Business               -    296,522

        Cash provided by (used in) investing
          activities                                (69,782)   266,860

Cash flows from financing activities:
  Increase in revolving facility, net                25,000     65,000
  Sale of accounts receivable                        62,000          -
  Repayment of long-term debt                        (8,117)  (300,390)
  Purchase of treasury stock                        (42,695)   (37,545)

        Cash provided by (used in) financing
          activities                                 36,188   (272,935)

Increase (decrease) in cash and cash equivalents     (3,260)     8,472
Cash and cash equivalents - beginning of period      15,029      3,971

Cash and cash equivalents - end of period           $11,769    $12,443

Supplemental cash flow data:
  Cash paid of interest                             $35,025    $44,577
  Cash paid for income taxes, net                    13,827     22,131



See notes to consolidated financial statements.

<PAGE>

                COLTEC INDUSTRIES INC AND SUBSIDIARIES
              Notes to Consolidated Financial Statements
                        (dollars in thousands)

1. SUMMARY OF ACCOUNTING POLICIES


  Financial   Information:   The   unaudited   consolidated   financial
  statements  included herein reflect in the opinion of  management  of
  Coltec  Industries Inc (the Company) all normal recurring adjustments
  necessary  to present fairly the consolidated financial position  and
  results  of  operations  for the periods  indicated.   The  unaudited
  consolidated  financial statements have been prepared  in  accordance
  with  the  instructions to Form 10-Q and do not include  all  of  the
  information  and footnotes required by generally accepted  accounting
  principles  for  complete  financial  statements.   The  Consolidated
  Balance  Sheet  as of December 31, 1996 has been extracted  from  the
  audited  consolidated  financial statements as  of  that  date.   For
  further  information, refer to the consolidated financial  statements
  and   footnotes   included  in  the  Company's   annual   report   to
  shareholders for the year ended December 31, 1996.

2. SALE OF ACCOUNTS RECEIVABLE

  In  September 1997, the Company and certain of its subsidiaries  sold
  $77,500 of their U.S. and Canadian customer trade receivables to  CNC
  Finance  LLC  (CNC  Finance) a bankruptcy remote  subsidiary  of  the
  Company.   CNC Finance entered into a three-year agreement  to  sell,
  on  a revolving basis, an undivided fractional ownership interest  in
  the receivables, based on the level of eligible receivables, up to  a
  maximum  of $85,000.  At September 28, 1997, $62,000 of the Company's
  receivables  were  sold under this agreement and the  sale  has  been
  reflected  as a reduction of accounts receivable in the Consolidated
  Balance  Sheet.   The  undivided interests were sold  at  a  discount
  which  was  included  in  Interest expense  and  other,  net  in  the
  Consolidated Statement of Earnings.

3. SPECIAL CHARGES

  In the third quarter of 1995, the Company recorded a special charge
  of $27,000, primarily to cover the costs of closing the Walbar
  compressor blade facility in Canada.  The facility was closed during
  1996.  The special charge included costs to cover the cancellation
  of contractual obligations resulting from the decision to close the
  Walbar facility, asset write-downs, severance and employee-related
  costs and other costs necessary to implement the shutdown of the
  Walbar facility and selected workforce reductions throughout the
  Company.  At September 28, 1997

<PAGE>

                COLTEC INDUSTRIES INC AND SUBSIDIARIES
              Notes to Consolidated Financial Statements
                        (dollars in thousands)


  all  related  costs  had been charged and the remaining  accrual  was
  reversed.  The activity in the related reserve through September  28,
  1997 was as follows:


                       Contractual    Asset
                       Obligations Writedowns Severance  Other     Total

   1995 charge           $9,065     $7,845     $5,084    $5,006   $27,000
   1995 activity            (65)    (4,549)    (1,778)   (2,553)   (8,945)
   December 31,1995       9,000      3,296      3,306     2,453    18,055
   1996 activity           (961)    (1,875)    (1,876)   (1,597)   (6,309)
   December 31, 1996     $8,039     $1,421     $1,430      $856   $11,746
   1997 activity
     year to date        (1,200)         -       (517)      (29)   (1,746)
   Reversal              (6,839)    (1,421)      (913)     (827)  (10,000)
   September 28, 1997    $    -     $    -     $    -    $    -    $    -



  In  the  third quarter of 1997, the Company recorded a special charge
  of  $10,000,  to  cover the restructuring of its Industrial  Segment.
  This   special  charge  included  the  costs  of  closing   its   FMD
  Electronics  operations  in Roscoe, Illinois  and  its  Ortman  Fluid
  Power  operations  in  Hammond, Indiana.   The  special  charge  also
  included  the  costs to restructure the Company's Industrial  Segment
  businesses  in  Canada  and  Germany and  certain  termination  costs
  related  to  the  relocation  of  the Delavan  Commercial  divisional
  headquarters  to  North  Carolina.  The  third  quarter  1997  charge
  included   costs   resulting   from   cancellation   of   contractual
  obligations, asset write-downs, severance and employee-related  costs
  and  other costs to shut-down these facilities that will not  benefit
  future  operations.  The related reserve activity for  year  to  date
  1997 was as follows:


                        Contractual    Asset
                        Obligations  Writedowns Severance  Other   Total

   1997 charge              $641      $1,049     $5,425    $2,885  $10,000
   1997 activity
     year to date            (50)       (590)    (1,706)     (381)  (2,727)
   September 28, 1997       $591        $459     $3,719    $2,504   $7,273


4. DISCONTINUED OPERATIONS

  In  June  1996, the Company sold Holley Automotive, Coltec Automotive
  and  Performance  Friction Products to Borg-Warner  Automotive,  Inc.
  In  December  1996, the Company sold Farnam Sealing Systems  Division
  to  Meillor SA.  The sale of these businesses represented a  disposal
  of  the  Company's Automotive Segment.  Accordingly, the Consolidated
  Statements  of  Earnings for the three months and nine  months  ended
  September  29,  1996 have been restated to reflect the operations  of
  the   automotive  original  equipment  components  businesses  as   a
  discontinued operation.

<PAGE>

                COLTEC INDUSTRIES INC AND SUBSIDIARIES
              Notes to Consolidated Financial Statements
                        (dollars in thousands)



  Liabilities  of  discontinued operations at  September  28,  1997  of
  $165,773  relate to contingent contractual obligations, environmental
  matters,  reserves  for  postretirement  benefits  and  other  future
  estimated costs for various discontinued operations.

5. EXTRAORDINARY ITEM

  The  Company  incurred  an extraordinary charge  of  $1,821,  net  of
  income  taxes  of  $937, in the first quarter of 1996  in  connection
  with early retirement of debt.

6. COMMITMENTS AND CONTINGENCIES

  The  Company  and  certain  of  its subsidiaries  are  defendants  in
  various  lawsuits,  including  actions involving  asbestos-containing
  products and certain environmental proceedings.

  With  respect  to  asbestos product liability and related  litigation
  costs, as of  September  28,  1997, two subsidiaries of the Company
  were  among  a  number  of  defendants (typically 15 to 40) in
  approximately  110,300  actions (including approximately 3,600 actions
  in advanced stages  of  processing) filed in various states by
  plaintiffs alleging injury  or  death as a result of exposure to
  asbestos fibers.

  During  the  first  nine  months of 1997,  two  subsidiaries  of  the
  Company  received  approximately  31,400  new  actions  compared   to
  approximately  32,400  new actions received  during  the  first  nine
  months  of  1996.  Through September 28, 1997, approximately  193,700
  of  the approximately 304,000 total actions brought have been settled
  or otherwise disposed.

  The  damages claimed for personal injury or death vary from case  to
  case,  and  in  many  cases  plaintiffs  seek  $1,000  or  more   in
  compensatory  damages  and  $2,000  or  more  in  punitive  damages.
  Although  the law in each state differs to some extent, it  appears,
  based  on advice of counsel, that liability for compensatory damages
  would be shared among all responsible defendants, thus limiting  the
  potential  monetary  impact  of such  judgments  on  any  individual
  defendant.

  Following  a decision of the Pennsylvania Supreme Court, in  a  case
  in  which  neither  the  Company or any  or  its  subsidiaries  were
  parties,  that  held  insurance  carriers  are  obligated  to  cover
  asbestos-related  bodily injury actions if  any  injury  or  disease
  process, from first exposure through manifestation, occurred  during
  a   covered  policy  period  (the  "continuous  trigger  theory   of
  coverage"),  the  Company settled litigation with  its  primary  and
  most of its first-level excess insurance carriers, substantially  on
  the  basis  of  the  Court's ruling.  The Company has  negotiated  a
  final  agreement with most of its excess carriers that  are  in  the
  layers  of coverage immediately above its first layer.  The  Company
  is  currently  receiving payments pursuant to this  agreement.   The
  Company  believes  that, with respect to the remaining  carriers,  a
  final   agreement  can  be  achieved  without  litigation   and   on
  substantially  the same basis that it has resolved the  issues  with
  its  other  carriers.  Settlements are generally  made  on  a  group
  basis  with  payments made to individual claimants over  periods  of
  one to four years.

  <PAGE>

                COLTEC INDUSTRIES INC AND SUBSIDIARIES
              Notes to Consolidated Financial Statements
                        (dollars in thousands)

  Payments  were made with respect to asbestos liability  and  related
  costs aggregating  $47,572 and $53,642 for the first nine months  of
  1997 and  1996, respectively, substantially all of which were covered
  by insurance.   Related  to  payments not  covered  by  insurance,  the
  Company  recorded  charges to operations  amounting  to  $6,000  and
  $6,125 for the first nine months of 1997 and 1996, respectively.

  In  accordance  with  the  Company's  internal  procedures  for  the
  processing  of  asbestos product liability actions and  due  to  the
  proximity  to trial or settlement, certain outstanding actions  have
  progressed to a stage where the Company can reasonably estimate  the
  cost  to  dispose of these actions.  As of September 28,  1997,  the
  Company  estimates  that  the  aggregate  remaining  cost   of   the
  disposition of the settled actions for which payments remain  to  be
  made  and  actions  in  advanced  stages  of  processing,  including
  associated  legal costs, is approximately $56,300  and  the  Company
  expects that this cost will be substantially covered by insurance.

  With respect to the 106,700 outstanding actions as of September  28,
  1997,  which are in preliminary procedural stages, the Company lacks
  sufficient information upon which judgments can be made  as  to  the
  validity or ultimate disposition of such actions, thereby making  it
  difficult  to  estimate  with  reasonable  certainty  the  potential
  liability  or  costs  to  the Company.  When  asbestos  actions  are
  received,  they are typically forwarded to local counsel  to  ensure
  that the appropriate preliminary procedural response is taken.   The
  complaints typically do not contain sufficient information to permit
  a  reasonable evaluation as to their merits at the time or  receipt,
  and  in  jurisdictions encompassing a majority  of  the  outstanding
  actions, the practice has been that little or no discovery or  other
  action  is  taken  until several months prior to the  date  set  for
  trial.   Accordingly,  the  Company  generally  does  not  have  the
  information necessary to analyze the actions in sufficient detail to
  estimate  the  ultimate liability or costs to the Company,  if  any,
  until  the  actions appear on a trial calendar.  A determination  to
  seek  dismissal,  to  attempt  to settle  or  proceed  to  trial  is
  typically not made prior to the receipt of such information.

  It is also difficult to predict the number of asbestos lawsuits that
  the  Company's subsidiaries will receive in the future.  The Company
  has  noted that, with respect to recently settled actions or actions
  in  advanced  stages of processing, the mix of the injuries  alleged
  and  the mix of the occupations of the plaintiffs have been changing
  from  those  traditionally associated with the  Company's  asbestos-
  related  actions.   The  Company  is  not  able  to  determine  with
  reasonable  certainty whether this trend will continue.  Based  upon
  the foregoing, and due to the unique factors inherent in each of the
  actions, including the nature of the disease, the occupation of the 
  plaintiff, the presence or  absence  of other possible causes of a 
  plaintiff's illness,  the availability  of legal defenses, such as the 
  statute of  limitations or state of the art, and whether the lawsuit is 
  an individual one or part  of  a  group, management is unable to estimate
  with reasonable certainty   the  cost  of  disposing  of  outstanding
  actions  in  preliminary procedural stages or of actions that may be filed
  in the future.  However, the Company believes that its subsidiaries are  in
  a  favorable  position  compared to many other  defendants  because,
  among  other  things, the asbestos fibers in its asbestos-containing
  products were encapsulated.  Considering the

  <PAGE>

                COLTEC INDUSTRIES INC AND SUBSIDIARIES
              Notes to Consolidated Financial Statements
                        (dollars in thousands)

  foregoing,  as well as the experience of the Company's  subsidiaries
  and other defendants  in asbestos litigation, the likely sharing of
  judgements among multiple responsible defendants, and the substantial
  amount of insurance coverage that the Company expects to be available
  from its  solvent  carriers, the Company believes that pending and
  reasonably anticipated future actions are not likely to have a material
  effect on  the  Company's consolidated results of operations and  financial
  condition.

  Although   the   insurance  coverage  which  the  Company   has   is
  substantial, it should be noted that insurance coverage for asbestos
  claims  is  not available to cover exposures initially occurring  on
  and  after July 1, 1984.  The Company's subsidiaries continue to  be
  named  as  defendants  in new cases, some of  which  allege  initial
  exposure after July 1, 1984.


  In   addition   to  claims  for  personal  injury,   the   Company's
  subsidiaries  have  been  involved in  an  insignificant  number  of
  property  damage  claims  based  upon asbestos-containing  materials
  found   in   schools,  public  facilities  and  private   commercial
  buildings.    Based  upon  proceedings  to  date,  the  overwhelming
  majority  of  these  claims have been resolved  without  a  material
  adverse  impact on the Company.  Likewise, the insignificant  number
  of  claims  remaining  to be resolved are not  expected  to  have  a
  material  effect on the Company's consolidated results of operations
  and financial condition.

  The Company has recorded an accrual for its liabilities for asbestos-
  related  matters  that  are deemed probable and  can  be  reasonably
  estimated  (settled  actions  and  actions  in  advanced  stages  of
  processing),  and  has separately recorded an  asset  equal  to  the
  amount  of  such  liabilities that is expected to  be  recovered  by
  insurance.   In addition, the Company has recorded a receivable  for
  that  portion  of  payments  previously made  for  asbestos  product
  liability  actions and related litigation costs that is  recoverable
  from its insurance carriers.


  Liabilities  for  asbestos-related matters and the  receivable  from
  insurance  carriers included in the Consolidated Balance Sheets  are
  as follows:

                                     Sept. 28,     Dec. 31,
                                       1997          1996

  Accounts and notes receivable       $68,439      $67,012
  Other assets                         16,553       18,728
  Accrued expenses                     49,942       60,659
  Other liabilities                     6,396       10,879

  With  respect  to  environmental proceedings, the Company  has  been
  notified that it is among the Potentially Responsible Parties  under
  federal environmental laws, or similar state laws, relative  to  the
  costs  of  investigating and in some cases remediating contamination
  by  hazardous  materials at several sites.  Such laws  impose  joint
  and   several   liability  for  the  costs  of   investigating   and
  remediating   properties   contaminated  by   hazardous   materials.
  Liability  for  these  costs can be imposed on  present  and  former
  owners  or  operators of the properties or on parties who  generated
  the wastes that contributed to the contamination.  The Company's

  <PAGE>

                COLTEC INDUSTRIES INC AND SUBSIDIARIES
              Notes to Consolidated Financial Statements
                        (dollars in thousands)

  policy is to accrue environmental remediation costs when it is  both
  probable that  a  liability  has  been incurred and the amount  can
  be  reasonably  estimated.   While  it  is  often difficult to
  reasonably  quantify  future  environmental-related expenditures,
  the  Company  currently  estimates   its   future   non-capital
  expenditures related to environmental matters to range between $28,000
  and $52,000.   In connection with these expenditures, the Company has
  accrued $33,000 at September 28, 1997, representing management's best
  estimate of probable non-capital environmental expenditures.

  These  non-capital expenditures are estimated to  be  incurred  over
  the  next  10  to  20  years.   In  addition,  capital  expenditures
  aggregating  $5,000  may  be  required during  the  next  two  years
  related  to environmental matters.  Although the Company is pursuing
  insurance  recovery in connection with certain of these matters,  no
  receivable has been recorded with respect to any potential  recovery
  of costs in connection with any environmental matters.

7. ACQUISITION OF BUSINESS

  On  June  30 1997, the Company acquired the assets of AMI Industries
  Inc.  (AMI),  a Colorado-based manufacturer of flight attendant  and
  cockpit  seats  for  commercial aircraft for approximately  $24,000.
  The  purchase agreement also includes contingent payments  based  on
  earning levels for the years ended December 31, 1997 - 2000.   These
  contingent  payments will be recorded as additional  purchase  price
  and  amortized  over the remaining life of goodwill.  For  financial
  statement purposes, the acquisition was accounted for as a  purchase
  and,  accordingly,  AMI's  results are  included  in  the  Company's
  consolidated  financial statements since the  date  of  acquisition.
  The  purchase  price,  which  was financed  through  available  cash
  resources, has been allocated to the assets of AMI, based upon their
  fair  market  values.   The excess of the purchase  price  over  net
  assets  acquired  approximate $10,700 and is  being  amortized  over
  twenty-five years.

  If  AMI's  results of operations had been combined with the  Company
  for  year to date 1997 and 1996, the Company's consolidated pro forma
  net sales, net earnings and net earnings per common share would not
  have  been  materially different from reported amounts.  AMI's  1997
  sales  are  expected  to  approach $28,000, $15,000  of  such  sales
  subsequent to June 30, 1997.

  In  July 1997, the Company signed a letter of intent to acquire  the
  sheet rubber and conveyor belt business of Dana Corporation's Boston
  Weatherhead  division based in Paragould, Arkansas.  The transaction
  is  scheduled  to close in the fourth quarter of 1997. Annual  sales
  are expected to approximate $35 million.

  In  September 1997, the Company reached an agreement in principle to
  acquire   Marine  and  Petroleum  Mfg.  Inc's  (M&P)   manufacturing
  facilities based in Houston, Burnet  and  Freeport,  Texas.  The plants
  being  acquired  produce  flexible   graphite  and  Teflon  sealing
  products  used   in   the  petrochemical  industry. Combined annual sales
  for these  facilities  are  expected to approximate $18 million.  The
  Company also  reached  an  agreement in principle to acquire Tex-o-Lon
  and Repro-Lon. These  two Texas businesses have combined annual sales of
  $15 million.  Tex-o-Lon, with

 <PAGE>

                COLTEC INDUSTRIES INC AND SUBSIDIARIES
              Notes to Consolidated Financial Statements
                        (dollars in thousands)


  operations  in Houston and Burnet, Texas manufactures, machines  and
  distributes   Teflon  products,  primarily  for  the   semiconductor
  industry.   Repro-Lon, based in Burnet, reprocesses Teflon compounds
  for the chemical and semiconductor industries.

  On  October 1, 1997, the Company acquired Danti Tool and  Die,  Inc.
  which  designs,  engineers and manufactures tooling.   Danti,  which
  has  approximately  $5,000  in  annual  sales,  operates  plants  in
  Saginaw and Standish, Michigan.
  <PAGE>
                COLTEC INDUSTRIES INC AND SUBSIDIARIES


Item 2. Management's Discussion and Analysis of Financial Condition and
        Results of Operations

The  following  table shows financial information by industry  segment
for  the  three months and nine months ended Sept. 28, 1997 and  Sept.
29, 1996.



                              Three Months Ended       Nine Months Ended
                            Sept. 28,    Sept. 29,   Sept. 28,  Sept. 29,
                              1997          1996        1997       1996

                                             (in thousands)
Sales:
  Aerospace                  $142,775    $111,590    $390,532    $308,781
  Industrial                  181,923     176,045     565,940     553,862
  Intersegment elimination       (245)       (419)       (620)      (1214)

    Total                    $324,453    $287,216    $955,852    $861,429

Operating income:
  Aerospace                   $22,077     $19,226     $60,974     $28,452
  Industrial                   36,619      33,125     112,054     110,636
    Total segments             58,696      52,351     173,028     139,088
Corporate unallocated          (9,502)    (10,211)    (30,152)    (30,729)
Operating income              $49,194     $42,140    $142,876    $108,359


Operating income for the nine months ended September 29, 1996 included
a  charge  of  $14.2  million relating to the bankruptcy  of  a  major
aerospace customer (Fokker).  Excluding this charge, operating  income
for the nine months ended September 29, 1996 for the Aerospace Segment
and  the  Company  would have been $42.7 million and  $122.6  million,
respectively.

<PAGE>
                COLTEC INDUSTRIES INC AND SUBSIDIARIES


Results of Operations

Company Review

Net  sales  for  the third quarter of 1997 increased 13.0%  to  $324.5
million  from  $287.2 million for the third quarter of 1996  primarily
driven  by increases in the Aerospace Segment.  Gross profit increased
to  $103.0  million for the third quarter 1997 from $85.9  million  in
third  quarter 1996.  The increase in gross profit margin to 31.7%  in
the  third quarter 1997 from 29.9% in the third quarter 1996  resulted
from   higher   margins   in  the  Aerospace  Segment.   Selling   and
administrative expenses totaled $53.8 million, or 16.6% of  sales,  in
third  quarter 1997 compared to 43 million, or 15.2% sales,  in  third
quarter 1996.

Net sales for the nine months ended September 28, 1997 increased 11.0%
to  $955.9  million  from $861.4 million for  the  nine  months  ended
September  29,  1996 as a result of continued sales increases  in  the
Aerospace  Segment. Gross profit increased to $305.6 million  for  the
first  nine  months  of 1997 from $250.2 million for  the  first  nine
months of 1996.  The increase in gross profit margin to 32.0% for year
to  date  1997 from 29.0% for year to date 1996 resulted  from  higher
margins in the Aerospace Segment and the first quarter 1996 bankruptcy
of  Fokker.   Although  selling  and administrative  expenses  totaled
$162.7  million for year to date 1997 compared to $141.8  million  for
year to date 1996, selling and administrative expenses as a percentage
of sales increased slightly to 17.0% for year to date 1997 as compared
to 16.5% for year to date 1996.

Operating income increased to $49.2 million in third quarter 1997 from
$42.1  million  in  the  third  quarter  of  1996.   Operating  margin
increased slightly to 15.2% for third quarter 1997 from 14.7% for  the
second quarter 1996.

Operating income increased to $142.9 million for the first nine months
of  1997  from $108.4 million for the first nine months of 1996.   The
1996  amount includes the effect of the $14.2 million charge  relating
to  the Fokker bankruptcy.  Operating margin for year to date 1997 was
14.9%  compared  to 12.6% for year to date 1996 (14.0%  excluding  the
effect of Fokker).

Interest  expense  decreased 18.2% to $13.9 million in  third  quarter
1997 from $17.0 million for third quarter 1996 and decreased 33.5%  to
$38.9  million for year to date 1997 as compared to $58.5 million  for
year  to  date  1996.   These  decreases  were  a  direct  result   of
significant  debt  reduction  in  June  1996  and  the  December  1996
refinancing of substantially all of the Company's high-cost, fixed-rate
debt with lower-cost, variable-rate bank debt.

The  results of discontinued operations for the three months and  nine
months  ended  September 29, 1996 reflect the net earnings  for  those
periods  for  the automotive original equipment components  operations
which were sold in 1996.

As  a result of the foregoing, earnings from continuing operations  for
the  three  months and nine months ended September 28, 1997 were  $23.3
million  and $68.6 million, respectively, as compared to $16.6  million
and  $32.9 million for the three months and nine months ended September
29,  1996,  respectively.  Net earnings were  $23.3  million  in  third
quarter  1997,  or $0.35 per share, compared to net earnings  of  $18.0
million, or $0.26 per share, in third quarter 1996. 1997 year  to  date
net earnings were $68.6

<PAGE>

                COLTEC INDUSTRIES INC AND SUBSIDIARIES

million, or $1.03 per share, as compared to $83.7 million, or $1.20 per
share  for 1996.  The decrease in interest expense increased 1997 third
quarter  earnings by $0.03 per share and 1997 year to date earnings  by
$0.17 per share.

Segment Review - Aerospace

Sales  in  third quarter 1997 for the Aerospace Segment totaled  $142.8
million increasing 28.0% from $111.6 million in the third quarter 1996.
For  the nine months ended September 28, 1997 Aerospace sales increased
26.5%  to  $390.5  million from $308.8 million for the comparable  1996
period.   At  Menasco,  sales  increased significantly  due  to  rising
commercial  aircraft  production as well as  improved  military  sales.
Menasco  deliveries  of main landing gear systems for  the  Boeing  737
increased  from 27 and 44 shipsets in the three months and nine  months
ended  September 29, 1996, respectively, to 42 and 114 shipsets in  the
three  months  and nine months ended September 28, 1997,  respectively,
while military sales benefited primarily from higher shipset deliveries
for  the  F-15  and  F-16 programs.  At Chandler  Evans,  significantly
higher  sales were primarily due to higher sales of spare  parts  while
original equipment sales also improved.

Operating  income for the Aerospace Segment increased  15.1%  to  $22.1
million  in  third quarter 1997 from  $19.2  million  in  third
quarter  of 1996. Operating margin for the third quarter 1997 decreased
to  15.5% from 17.2% for third quarter 1996.  Operating income for year
to  date 1997 was $61.0 million, increasing from $28.5 million for  year
to  date 1996.  The year to date 1996 amount includes the effect of the
$14.2 million charge relating to the Fokker bankruptcy.  Excluding such
charge,  operating margin for year to date  1996 would have been  13.8%
compared  to  15.6%  for  year to date 1997.   At  Menasco's  Aerospace
Division, operating margin for the nine months ended September 28, 1997
was  impacted  by a favorable mix of landing gear systems  for  certain
commercial   airline   programs  as  well  as  improved   manufacturing
efficiencies due to higher production.  Chandler Evans realized  higher
margins  due  to a higher profit sales mix and selling price  increases
for  certain  products.  The increases were also  driven  by  generally
higher  sales  volumes  and improved margins for  the  Segment's  other
businesses.  Third  quarter  1996  was  favorably  impacted  by   gains
recognized on foreign exchange contracts.

Segment Review - Industrial

Industrial sales increased to $181.9 million and $565.9 million in the
three  months  and nine months ended September 28, 1997, respectively,
from  $176.0  and $553.9 million in the three months and  nine  months
ended  September 29, 1996, respectively. The Garlock Bearings, Stemco,
Delavan  Commercial, and Quincy Compressor Divisions  all  experienced
solid  sales  volume increases. Sales for Garlock Sealing Technologies
increased  primarily due to selling price increases  and  new  product
sales.  Holley Performance Products sales decreased due  to  curtailed
orders  by  one  major  customer and  the  bankruptcy  of  one  major
customer.

Operating income for the Industrial Segment increased to $36.6 million
and $112.1 million in the three months and nine months ended September
28,  1997, respectively, from $33.1 million and 110.6 million  in  the
three   and  nine  months  ended  September  29,  1996,  respectively.
Operating  income  increased for the Stemco,  Delavan  Commercial  and
Quincy  Compressor  Divisions due to higher sales volumes.   Operating
results  at  Holley Performance Products were lower due  to  decreased
sales  volumes  while  Garlock  Sealing  Technologies  was  negatively
impacted   by   increased  costs  related  to  various   international
initiatives.

<PAGE>

                COLTEC INDUSTRIES INC AND SUBSIDIARIES


Liquidity and Capital Resources

The  Company generated $30.3 million of operating cash flows  for  the
nine  months ended September 28, 1997 compared with $14.5 million  for
the  nine months ended September 29, 1996.  The higher operating  cash
flows  in 1997 were primarily due to increased cash flow from earnings
from continuing operations and decreased accounts receivable, partially
offset  by  increased payments related to liabilities of  discontinued
operations and payments related to asbestos claims.

The current ratio of current assets to current liabilities at
September 28, 1997 was 1.83, decreasing from 1.99 at December 31, 1996.
Cash and cash equivalents decreased to $11.8 million at September 28,
1997 from $15.0 million at December 31, 1996.

In the first nine months of 1997 the Company invested $46.0 million in
capital  expenditures compared to $29.7 million during the same  prior
year  period.  Debt increased by $18.9 million at September  28,  1997
compared  to  December  31,  1996 through  additional  borrowings  and
additional  cash provided by operations under the Company's  revolving
credit  facility.   The increased borrowings were used  to  repurchase
2,160,900  shares of the Company's common stock at  a  cost  of  $42.7
million  and to acquire AMI Industries Inc.(see note 7 to consolidated
financial statements).

<PAGE>

                COLTEC INDUSTRIES INC AND SUBSIDIARIES


PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

The  Company and certain of its subsidiaries are defendants in various
lawsuits  involving asbestos-containing products.   In  addition,  the
Company  has  been  notified that it is among Potentially  Responsible
Parties  under  federal  environmental laws, or  similar  state  laws,
relative  to  the costs of investigating and in some cases remediating
contamination by hazardous materials at several sites.  See note 4  to
consolidated financial statements.


Item 6.Exhibits and Reports on Form 8-K.

       (a) 4.1   First Amendment to Credit Agreement dated August 22,
                 1997.

           4.2   Second Amendment to Credit Agreement dated as of
                 October 14, 1997.

           10.1  Form of Amendment No. 1 to Employment Agreement between
                 the Company and John W. Guffey, Jr., adopted by the
                 Board of Directors of the Company on July 10, 1997 and
                 effective as of September 12, 1997.

           10.2  Form of Amendment No. 1 to Employment Agreements
                 between the Company and Laurence H. Polsky, David D.
                 Harrison, Robert J. Tubbs and John M. Cybulski, adopted
                 by the Board of Directors on July 10, 1997 and
                 effective as of September 12, 1997.

           10.3  Amendment No. 2 to the Company's 1992 Stock Option and
                 Incentive Plan.

           10.4  Amendment No. 1 to the 1994 Stock Option Plan for
                 Outside Directors.

           10.5  1997 Restricted Stock Plan for Outside Directors of the
                 Company filed on March 26, 1997 as Exhibit A to the
                 Company's proxy statement for the 1997 Annual
                 Meeting of Shareholders and incorporated herein
                 by reference.

           27.1  Consolidated Financial Data Schedule.

       (b)  No reports on Form 8-K were filed by the Company
            during the quarter ended September 28, 1997.
<PAGE>





                           S I G N A T U R E




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.



                                  COLTEC INDUSTRIES INC
                                      (Registrant)


                                by

                                    David D. Harrison
                                  Executive Vice President
                                  and Chief Financial Officer




Date: November 12, 1997