SECURITIES AND EXCHANGE COMMISSION


                              WASHINGTON, D.C.  20549

                                     FORM 10-Q

                Quarterly Report Pursuant to Section 13 or 15(d) of
                        the Securities Exchange Act of 1934


For Quarterly Period Ended September 30, 1997
Commission File Number 1-12068


                                 MASCOTECH, INC.                                
              (Exact name of Registrant as specified in its Charter)



           Delaware                                           38-2513957       
(State or other jurisdiction of                            (I.R.S. Employer
 incorporation or organization)                             Identification No.)


  21001 Van Born Road, Taylor, Michigan                          48180         
(Address of principal executive offices)                       (Zip Code)



                                (313) 274-7405                                 
                                (Telephone Number)



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, 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 practical date.

                                                   Shares Outstanding at
               Class                                 October 31, 1997   

Common stock, par value $1 per share                     47,378,000          <PAGE>






                                  MASCOTECH, INC.

                                       INDEX



                                                         Page No.


Part I.  Financial Information

  Item 1.  Financial Statements                             

           Consolidated Condensed Balance Sheet -
              September 30, 1997 and December 31, 1996       1

           Consolidated Condensed Statements of Income
              for the Three and Nine Months Ended
              September 30, 1997 and 1996                    2

           Consolidated Condensed Statement of 
              Cash Flows for the Nine Months
              Ended September 30, 1997 and 1996              3

           Notes to Consolidated Condensed Financial
              Statements                                    4-6

  Item 2.  Management's Discussion and Analysis of
              Financial Condition and Results of
              Operations                                     7

Part II. Other Information and Signature                    8-9
<PAGE>
                          PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

                                  MASCOTECH, INC.
                       CONSOLIDATED CONDENSED BALANCE SHEET
                     September 30, 1997 and December 31, 1996
                              (Dollars in thousands)


<TABLE>

                                             September 30,     December 31,
    ASSETS                                       1997              1996    

<S>                                           <C>              <C>               
Current assets:
    Cash and cash investments                 $   66,950       $   19,400
    Marketable securities                         33,690           37,760
    Receivables                                  127,930          127,530
    Inventories                                   70,990           69,640
    Deferred and refundable income taxes          28,320           39,180
    Prepaid expenses and other assets             12,490           14,480
    Net current assets of businesses held
      for disposition                              ---             85,980
              Total current assets               340,370          393,970

Equity and other investments in affiliates       253,560          282,470
Property and equipment, net                      408,930          388,460
Excess of cost over net assets of acquired                         
  companies                                       64,340           69,140
Notes receivable and other assets                113,370           72,090
Net non-current assets of businesses held
  for disposition                                  ---             22,850
              Total assets                    $1,180,570       $1,228,980

    LIABILITIES
Current liabilities:
    Accounts payable                          $   65,670       $   58,170 
    Accrued liabilities                          108,330           96,910
    Current portion of long-term debt              2,120            3,370
              Total current liabilities          176,120          158,450

Long-term debt held by Masco Corporation           ---            151,380
Other long-term debt                             290,000          291,020
4 1/2% convertible subordinated debentures,
  due 2003                                       310,000          310,000
Deferred income taxes and other long-term
  liabilities                                    174,620          153,170
              Total liabilities                  950,740        1,064,020

    SHAREHOLDERS' EQUITY
Preferred stock, $1 par, shares authorized:
    25 million; outstanding: 10.8 million
    in 1996                                        ---             10,800
Common stock, $1 par, shares authorized:
    250 million; outstanding: 47.2 million
    and 37.3 million                              47,150           37,250
Paid-in capital                                   28,970           41,080
Retained earnings                                147,190           61,060 
Other                                              6,520           14,770 
              Total shareholders' equity         229,830          164,960
              Total liabilities and 
                shareholders' equity          $1,180,570       $1,228,980






                     The accompanying notes are an integral part of the
                        consolidated condensed financial statements.
</TABLE>

                                            1
<PAGE>

                                 MASCOTECH, INC.
                   CONSOLIDATED CONDENSED STATEMENTS OF INCOME
         For the Three and Nine Months Ended September 30, 1997 and 1996
                 (Dollars in thousands except per share amounts)

<TABLE>

                                             Three Months Ended           Nine Months Ended   
                                                September 30                September 30      
                                               1997        1996            1997        1996   

<S>                                         <C>         <C>            <C>          <C>
Net sales                                   $ 222,030   $ 290,790      $  688,510   $1,009,770 

Cost of sales                                (187,680)   (235,210)       (543,870)    (834,820)
Selling, general and         
  administrative expenses                     (22,730)    (29,100)        (68,280)    (100,460)
Charge for disposition of
  businesses, net                               ---         ---             ---        (31,520)
Operating profit                               11,620      26,480          76,360       42,970

Other income (expense), net:
   Interest expense, Masco Corporation         (2,530)      ---            (7,500)       ---   
   Other interest expense                      (6,990)     (5,880)        (21,780)     (20,640)
   Equity and interest income
     from affiliates                            8,910      11,590          34,360       29,930
   Gain from change in investment               ---         ---            13,210        ---
   Gain from disposition of an equity
     affiliate                                 46,160       ---            46,160        ---
   Other income (expense), net                  6,610         280          17,850       (2,320)
                                               52,160       5,990          82,300        6,970
Income before income taxes and
  cumulative effect of accounting
  change, net                                  63,780      32,470         158,660       49,940
Income taxes                                   25,120      13,080          62,690       26,470
Income before cumulative effect of
  accounting change, net                       38,660      19,390          95,970       23,470
Cumulative effect of accounting change, net     ---         ---             ---         11,700
Net income                                  $  38,660   $  19,390      $   95,970   $   35,170
Preferred stock dividends                   $   ---     $   3,240      $    6,240   $    9,720
Earnings attributable to 
  common stock                              $  38,660   $  16,150      $   89,730   $   25,450
Earnings per common and 
 common equivalent share:
 Primary:
   Earnings before cumulative effect
     of accounting change, net                  $ .80       $ .28           $1.95        $ .24 
   Cumulative effect of accounting
     change, net                                  --          --              --           .21
   Earnings attributable to
     common stock                               $ .80       $ .28           $1.95        $ .45
 Fully diluted:
   Earnings before cumulative effect
     of accounting change, net                  $ .70       $ .28           $1.74        $ .24 
   Cumulative effect of accounting
     change, net                                  --          --              --           .21
   Earnings attributable to
     common stock                               $ .70       $ .28           $1.74        $ .45

Cash dividends declared                         $ .06       $ .05           $ .16        $ .13









                     The accompanying notes are an integral part of the
                        consolidated condensed financial statements.

</TABLE>
                                           2

<PAGE>
                                 MASCOTECH, INC.
                 CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS
              For the Nine Months Ended September 30, 1997 and 1996
                             (Dollars in thousands)

<TABLE>

                                                         Nine Months Ended
                                                            September 30     
                                                         1997          1996  

<S>                                                   <S>           <S>          
CASH FROM (USED FOR):
     OPERATIONS:
         Net cash from earnings                       $  71,290     $  73,010 
         Decrease in inventories                          4,820         8,550 
         (Increase) in receivables                       (5,540)        1,370 
         Increase in accounts payable and       
            accrued liabilities                           9,250        22,340
         Decrease (increase)in marketable
            securities, net                               5,590       (14,270)
         Other, net                                      (2,670)       21,130 
            Net cash from operating activities           82,740       112,130 

     FINANCING:
         Payment of debt                                (67,860)     (251,100)
         Increase in debt                                20,000         1,350
         Retirement of Company Common Stock              (6,610)       (8,040)
         Retirement of preferred stock                   (8,360)        ---
         Payment of preferred stock dividends            (6,480)       (9,720)
         Payment of common stock dividends               (6,610)       (7,540)
         Other, net                                      (7,600)        1,890 
            Net cash (used for) financing       
               activities                               (83,520)     (273,160)

     INVESTMENTS:
         Capital expenditures                           (32,650)      (28,390)
         Cash from sale of businesses, net               76,560       212,100
         Acquisition of businesses                      (11,100)       (4,470)
         Receipt of cash from notes receivable            9,090         9,300
         Other, net                                       6,430         4,610 
            Net cash from investing activities           48,330       193,150 
 
CASH AND CASH INVESTMENTS:                                      
     Increase for the nine months                        47,550        32,120 
     At January 1                                        19,400        16,380
     At September 30                                  $  66,950     $  48,500

Supplemental Cash Flow Information:

     Net cash paid (refunded) during the period for:

          Interest                                    $  28,020      $ 19,570

          Income taxes                                $  20,290      $(18,740)



The accompanying notes are an integral part of the
consolidated condensed financial statements.

</TABLE>

                                          3
<PAGE>

                                   MASCOTECH, INC.

                 NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

A.    In the opinion of the Company, the accompanying unaudited consolidated
      condensed financial statements contain all adjustments, which are normal
      and recurring in nature, necessary to present fairly its financial
      position as at September 30, 1997 and the results of operations for the
      three and nine months ended September 30, 1997 and 1996 and cash flows for
      nine months ended September 30, 1997 and 1996.  In addition, the balance
      sheet as of December 31, 1996 reflects the segregation of net current and
      net non-current assets related to the disposition of the Company's
      Technical Services Group. 

      Primary earnings per common share were computed based on 48.6 million and 
      49.1 million weighted average common shares and common equivalent shares
      outstanding for the three and nine months ended September 30, 1997,
      respectively.  Primary earnings per common share were computed based on
      57.0 million and 56.7 million weighted average common shares and common
      equivalent shares outstanding for the three and nine months ended
      September 30, 1996, respectively.
  
      The convertible preferred stock, redeemed for Company Common Stock on June
      27, 1997, met the criteria for inclusion as a common stock equivalent for
      the nine months ended September 30, 1997 for purposes of determining
      earnings per share.  As a result, the weighted average convertible
      preferred shares outstanding are included in the primary and fully diluted
      earnings per common share calculation for the nine months ended September
      30, 1997.  If such conversion had taken place at the beginning of 1997,
      the primary earnings per common share amounts would have approximated the
      amounts presented, for the nine months ended September 30, 1997.

      Fully diluted earnings per common share are only presented when the
      assumed conversion of convertible securities is dilutive.  Fully diluted
      earnings per common share were calculated based on 58.6 million and 59.2
      million weighted average common shares outstanding for the three and nine
      months ended September 30, 1997, respectively.  Fully diluted earnings per
      common share were calculated based on 67.0 million and 57.1 million
      weighted average common shares outstanding for the three and nine months
      ended September 30, 1996, respectively.

B.    Inventories by component are as follows (in thousands):

                                              September 30,  December 31,
                                                  1997           1996  

          Finished goods                        $ 19,120       $ 21,020
          Work in process                         21,990         20,360
          Raw materials                           29,880         28,260

                                                $ 70,990       $ 69,640

C.    Property and equipment, net reflects accumulated depreciation of $262
      million and $252 million at September 30, 1997 and December 31, 1996,
      respectively.

                                          4
<PAGE>

                                   MASCOTECH, INC.

                 NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(continued)

D.    In the first quarter of 1997, the Company completed the sale of its
      Technical Services Group (comprised of the Company's engineering and
      technical business services units) to MSX International, Inc. ("MSXI"). 
      Also included in this transaction were the net assets of APX
      International, which were acquired by the Company in November, 1996 for
      approximately $44 million.  The sale resulted in total proceeds to the
      Company of approximately $145 million consisting principally of cash,
      subordinated debentures, preferred stock and an approximate 45 percent
      common equity interest in MSXI.  The excess of the consideration received
      by the Company over the book value of the related assets has been
      accounted for as a reduction in the carrying value of the Company's
      investment in MSXI, and will be recognized when additional cash is
      realized from the non-cash proceeds received in the transaction. 

E.    In the first quarter of 1997, TriMas Corporation ("TriMas"), an equity
      affiliate, issued stock as a result of the redemption of a convertible
      debt instrument.  The Company recognized pre-tax income of approximately
      $13 million (approximately $.13 per common share after-tax) as a result of
      the change in the Company's equity ownership in TriMas.

F.    The Company previously announced that it had signed a Memorandum of
      Understanding with Teksid S.p.A. concerning a possible acquisition by the
      Company of certain businesses of Teksid's Steel Components Division.  It
      is contemplated that the businesses, with 1996 sales of approximately $150
      million, would be spun-off from Teksid and contributed to newly formed
      companies in which Teksid would retain a participation.  The transaction
      is subject to the completion of due diligence, the execution of a
      definitive agreement, regulatory approvals, and approval by the respective
      Boards of Directors.

G.    On June 27, 1997, the Company completed the redemption of all remaining
      issued and outstanding shares of its $1.20 Convertible Preferred Stock
      ("DECS").  Holders of DECS shares received in exchange for each share of
      DECS .955 percent of a share of the Company's Common Stock, par value
      $1.00 per share, resulting in the issuance of approximately 10 million
      shares of Company Common Stock.  

H.    On September 30, 1997, the Company exercised its option and exchanged its
      equity holdings in Emco Limited ("Emco") and approximately $46 million in
      cash to Masco Corporation ("Masco") to satisfy the indebtedness to Masco
      incurred in 1996 in connection with the Company's purchase and retirement
      of certain of its common shares held by Masco.  The transfer of the
      Company's equity holdings in Emco, which approximated $106 million in
      value, resulted in a pre-tax gain of approximately $46 million
      (approximately $.50 per common share after-tax) in the third quarter of
      1997.

I.    The Company has limited involvement with derivative financial instruments,
      and does not use derivatives for trading purposes.  The derivatives,
      principally consisting of S&P 500 futures contracts, are intended to
      reduce the market risk associated with the Company's marketable equity
      securities portfolio.  Derivatives are carried at market value and changes
      in market value of outstanding futures contracts are recognized as
      incurred. The Company's investment in futures contracts increases in value
      as a result of decreases in the underlying stock index and decreases in
      value when the underlying stock index increases.  The contracts are
      financial instruments (with off balance sheet market risk), as they are
      required to be settled in cash.  At September 30, 1997, the notional
      amount of the derivatives was  $19 million.  The notional amounts do not
      represent the amounts exchanged by the parties, and thus are not a measure
      of the exposure of the Company through its use of derivatives.  The
      Company's market risk is subject to

                                          5
<PAGE>

                                   MASCOTECH, INC.

                  NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(concluded)

      the price differential between the future contract market value and future
      contract cost.

      Futures contracts trade on organized exchanges, and as a result,
      settlement of such contracts has little credit risk.  Initial margin
      requirements are met in cash or other instruments, and changes in the
      contract values are settled periodically.  Initial margin requirements are
      recorded as cash investments in the balance sheet.  Futures contracts are
      short-term in nature, usually less than six months.  Related gains and
      losses are reported as income or loss in other income (expense) as part of
      marketable securities portfolio gain or loss.  The Company recognized net
      gains from its marketable securities portfolio and S&P 500 futures
      contracts of approximately $4 million in the quarter ended September 30,
      1997.

J.    The Company expects that Statement of Financial Accounting Standards No.
      128 ("SFAS 128"), "Earnings Per Share," will not have a material impact on
      its fully diluted earnings per share calculation when adopted at December
      31, 1997. 

K.    During the third quarter, the Company recorded a charge of $7.0 million
      related to the closure of a manufacturing facility which will be completed
      in 1998.  The components of the $7.0 million charge include asset write
      downs of $4.8 million, employee severance and other benefits of $1.6
      million and accruable exit costs of $.6 million.

L.    The following presents combined supplemental financial data of the Company
      and TriMas as one entity, with MascoTech as the parent company.  The
      Company had an equity ownership interest in TriMas of approximately 37
      percent and 41 percent at September 30, 1997 and September 30, 1996,
      respectively.  Intercompany transactions have been eliminated. 
      Approximate combined condensed financial data are as follows (in
      thousands):

<TABLE>

                                                         September 30       
                                                      1997           1996   

           <S>                                    <C>             <C>
           Current assets                         $   654,700     $  692,940  
           Current liabilities                       (242,640)      (262,290)
             Working capital                          412,060        430,650
           Property and equipment, net                603,590        585,320
           Excess of cost over net          
             assets of acquired companies             175,610        175,300
           Other assets                               275,070        300,720
           Long-term debt                            (671,630)      (639,710)
           Deferred income taxes and                                 
             other long-term liabilities             (222,160)      (203,680)
           Equity of the other shareholders 
             of TriMas                               (342,710)      (221,590)
             Equity of shareholders of 
               MascoTech                          $   229,830     $  427,010 
           
           Net sales                              $ 1,201,080     $1,463,920 

           Operating profit                       $   165,020     $  122,650 

           Cumulative effect of accounting change $     ---       $   11,700

           Net income                             $    95,970     $   35,170 
           
           Earnings attributable to 
             common stock                         $    89.730     $   25,450 

</TABLE>

                                          6
<PAGE>


                                 MASCOTECH, INC.

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

      Sales of the Company's core transportation-related businesses, aided by an
acquisition, increased approximately three percent to approximately $222 million
in the third quarter of 1997 from $215 million in 1996.  The Company's reported
consolidated sales for the 1996 third quarter of approximately $291 million
include the results of certain businesses which have been disposed, as
previously announced.

      Sales of the Company's core transportation-related businesses, aided by an
acquisition, increased approximately five percent to approximately $689 million
for the nine months ended September 30, 1997 from approximately $658 million in
1996.  The Company's reported consolidated sales for the nine month period ended
September 30, 1996 of approximately $1.0 billion include the results of certain
businesses which have been disposed, as previously announced.

      Income in the third quarter of 1997 was $38.7 million or $.70 per common
share, compared with $16.2 million or $.28 per common share in the comparable
period in 1996.  Income in 1997 was impacted by a pre-tax gain of approximately
$46 million related to the transfer of the Company's equity holdings in Emco
Limited ("Emco") to Masco Corporation ("Masco").  This gain was partially offset
by costs, of approximately $14 million, associated with a plant closure and the
Company's share of a special charge recorded by an equity affiliate and other
expenses.  Excluding the impact of the gain and unusual expenses, income in the
third quarter of 1997 would have been $19.2 million or $.37 per common share. 
Third quarter 1997 income was also negatively affected by costs and expenses as
a result of a strike at one of the Company's manufacturing facilities and higher
than anticipated product start-up costs.  The negative impact of these costs was
partially offset by gains from the Company's marketable securities portfolio. 

      Operating profit for the Company's core businesses before general
corporate expense, plant closure costs and other costs and expenses for the 
nine months and three months ended September 30, 1997 was approximately $101 
million and $26 million, respectively, as compared with $99 million and $34 
million for the comparable periods in 1996. 

      Results for the nine month period ended September 30, 1997 benefitted from
pre-tax gains aggregating approximately $26.6 million (approximately $.27 per
common share after-tax) as a result of an equity transaction by an affiliate of
the Company and gains from the Company's marketable securities portfolio. 
Results for the nine month period ended September 30, 1996 benefitted from the
required adoption of an accounting change, which resulted in after-tax income of
$11.7 million, and include after-tax losses of approximately $26 million from
the disposition of MascoTech Stamping Technologies, Inc.

      In the second quarter of 1997, the Company completed the redemption of all
remaining issued and outstanding shares of its $1.20 Convertible Preferred Stock
("DECS") on June 27, 1997.  Holders of DECS shares received in exchange for each
share of DECS .955 percent of a share of the Company's Common Stock, par value
$1.00 per share, resulting in the issuance of approximately 10 million shares of
Company Common Stock.

      In the first quarter of 1997, the Company completed the sale of its
Technical Services Group (comprised of the Company's engineering and technical
business services units) to MSX International, Inc. ("MSXI").  Also included in
this transaction were the net assets of APX International, which were acquired
by the Company in November, 1996 for approximately $44 million.  The sale
resulted in total proceeds to the Company of approximately $145 million
consisting principally of cash, subordinated debentures, preferred stock and an
approximate 45 percent common equity interest in MSXI.  The excess of the
consideration received by the Company over the book value of the related assets
has been accounted for as a reduction in the carrying value of the Company's
investment in MSXI, and will be recognized when additional cash is realized from
the non-cash proceeds received in the transaction.

      Equity and interest income from affiliates decreased in the third quarter
of 1997 as compared to the third quarter of 1996 principally as a result of the
Company's share of a special charge recorded by an equity affiliate.

      The Company declared and paid a cash dividend of $.06 per common share in
the third quarter of 1997.  The Board of Directors also declared a dividend of
$.06 per common share on September 23, 1997 payable on November 17, 1997.

      On September 30, 1997, the Company exercised its option and exchanged its
equity holdings in Emco and approximately $46 million in cash to Masco to
satisfy the indebtedness to Masco incurred in 1996 in connection with the
Company's purchase and retirement of certain of its common shares held by Masco.

      Additional borrowings available under the Company's amended revolving
credit agreement and otherwise, and anticipated internal cash flows are expected
to provide sufficient liquidity to fund the Company's foreseeable working
capital, acquisitions, capital expansion programs, dividends, any stock
repurchases and other investment needs.  At September 30, 1997, current assets
were approximately  two times current liabilities.

                                          7
<PAGE>


PART II.  OTHER INFORMATION
MASCOTECH, INC.



Items 1 through 5 are not applicable.



Item 6.     Exhibits and Reports on Form 8-K


            (a) Exhibits:


            Exhibit 11  Computation of Earnings Per Common Share
                         - Primary and Fully Diluted


            Exhibit 12  Computation of Ratio of Earnings to Combined
                        Fixed Charges and Preferred Stock Dividends


            Exhibit 27  Financial Data Schedule



            (b) Reports on Form 8-K:


            1.    Report on Form 8-K dated September 30, 1997 reporting under
                  Item 2 "Acquisition or Disposition of Assets" and under Item 7
                  unaudited pro forma consolidated condensed balance sheet as of
                  June 30, 1997 and unaudited pro forma consolidated condensed
                  income statements for the year ended December 31, 1996 and for
                  the six months ended June 30, 1997 for the assumed exchange of
                  the Company's holdings in its equity affiliate, Emco Limited,
                  and approximately $46 million in cash to Masco Corporation for
                  the payment of a promissory note held by Masco Corporation,
                  issued in connection with the Company's 1996 purchase and
                  retirement of certain of its securities held by Masco
                  Corporation. 

                                          8
<PAGE>



SIGNATURE


      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.



                                           MASCOTECH, INC.
                                                (Registrant)




Date:      November 13, 1997           By: /s/Timothy Wadhams                  
                                            Timothy Wadhams
                                            Vice President - Controller
                                              and Treasurer
                                            (Chief accounting officer
                                              and authorized signatory)

                                          9
<PAGE>

MASCOTECH, INC.

EXHIBIT INDEX



Exhibit                                                     Sequential
                                                             Page No. 


Exhibit 11        Computation of Earnings Per Common Share 
                     - Primary and Fully Diluted                11-12

Exhibit 12        Computation of Ratio of Earnings to Combined
                     Fixed Charges and Preferred Stock 
                     Dividends                                     13

Exhibit 27        Financial Data Schedule                          14