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, 1996
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, 1996   
                                                              
Common stock, par value $1 per share                     36,990,000          









<PAGE>






                                MASCOTECH, INC.

                                     INDEX



                                                         Page No.


Part I.  Financial Information

  Item 1.  Financial Statements                             

           Consolidated Condensed Balance Sheet -
              September 30, 1996 and December 31, 1995       1

           Consolidated Condensed Statements of Income
              For the Three and Nine Months Ended
              September 30, 1996 and 1995                    2

           Consolidated Condensed Statement of 
              Cash Flows for the Nine Months
              Ended September 30, 1996 and 1995              3

           Notes to Consolidated Condensed Financial
              Statements                                    4-6

  Item 2.  Management's Discussion and Analysis of
              Financial Condition and Results of
              Operations                                    7-8

Part II. Other Information and Signature                    9-10






















<PAGE>
                        PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

                                MASCOTECH, INC.
                     CONSOLIDATED CONDENSED BALANCE SHEET
                   September 30, 1996 and December 31, 1995
                            (Dollars in thousands)

                                             September 30,     December 31,
    ASSETS                                       1996              1995    
Current assets:
    Cash and cash investments                 $   48,500       $   16,380
    Receivables                                  192,380          216,490
    Inventories                                   79,240           94,420
    Deferred and refundable income taxes          46,510           51,300
    Prepaid expenses and other assets             45,670           25,750
    Net current assets of businesses held 
      for disposition                              ---             62,410
              Total current assets               412,300          466,750

Equity and other investments in affiliates       266,050          237,530
Property and equipment, net                      405,640          466,450
Excess of cost over net assets of acquired                         
  companies                                       69,430          115,750
Notes receivable and other assets                 85,750           47,780
Net non-current assets of businesses held
  for disposition                                  ---            104,510
              Total assets                    $1,239,170       $1,438,770

    LIABILITIES
Current liabilities:
    Accounts payable                          $   66,320       $   99,710 
    Accrued liabilities                          123,020           82,400
    Current portion of long-term debt              2,310            5,150
              Total current liabilities          191,650          187,260

Long-term debt                                   456,160          701,910
Deferred income taxes and other long-term
  liabilities                                    164,350          134,420
              Total liabilities                  812,160        1,023,590

    SHAREHOLDERS' EQUITY
Preferred stock, $1 par, shares authorized:
    25 million; outstanding: 10.8 million         10,800           10,800
Common stock, $1 par, shares authorized:
    250 million; outstanding: 55.3 million
    and 55.5 million                              55,250           55,520
Paid-in capital                                  303,090          307,910
Retained earnings                                 50,290           32,380 
Cumulative translation adjustments                 7,580            8,570 
              Total shareholders' equity         427,010          415,180
              Total liabilities and 
                shareholders' equity          $1,239,170       $1,438,770



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

                                     1

<PAGE>
                                MASCOTECH, INC.
                  CONSOLIDATED CONDENSED STATEMENTS OF INCOME
        For the Three and Nine Months Ended September 30, 1996 and 1995
                (Dollars in thousands except per share amounts)

                                Three Months Ended         Nine Months Ended   
                                   September 30,             September 30,     
                                  1996        1995          1996         1995  


Net sales                      $ 290,790   $ 404,900    $ 1,009,770 $1,289,200
Cost of sales                   (235,210)   (337,850)      (834,820)(1,076,440)
Selling, general and         
  administrative expenses        (29,100)    (42,060)      (100,460)  (135,340)
Gains on (charge for) 
  disposition of businesses, 
  net                              ---         7,790        (31,520)     5,290
     Operating profit             26,480      32,780         42,970     82,710

Other income (expense), net:
   Interest expense               (5,880)    (10,950)       (20,640)   (38,750)
   Equity and interest income                                  
     from affiliates              11,590       5,470         29,930     23,880
   Gain from change in 
     investment of equity 
     affiliate                    ---         ---            ---         5,100
   Other income (expense), net       280         400         (2,320)     3,160
                                   5,990      (5,080)         6,970     (6,610)

Income before income taxes
  and cumulative effect of
  accounting change, net          32,470      27,700         49,940     76,100
Income taxes                      13,080      11,740         26,470     31,580
Income before cumulative effect
  of accounting change, net       19,390      15,960         23,470     44,520
Cumulative effect of accounting
  change, net                      ---         ---           11,700       ---  


Net income                     $  19,390   $  15,960    $    35,170  $   44,520

Preferred stock dividends      $   3,240   $   3,240    $     9,720  $    9,720

Earnings attributable to 
  common stock                 $  16,150   $  12,720    $    25,450  $   34,800

Earnings per common and 
 common equivalent share:
 Primary:
   Earnings before cumulative
     effect of accounting 
     change, net                  $ .28       $ .22           $ .24        $.61
   Cumulative effect of 
     accounting change, net        --          --               .21         -- 
   Earnings attributable to
     common stock                 $ .28       $ .22           $ .45        $.61

Cash dividends declared           $ .05       $ .04           $ .13        $.07




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

                                       2



<PAGE>

                                MASCOTECH, INC.
                CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS
             For the Nine Months Ended September 30, 1996 and 1995
                            (Dollars in thousands)
                                                         Nine Months Ended
                                                           September 30      
                                                         1996          1995  
CASH FROM (USED FOR):
     OPERATIONS:
         Net cash from earnings                       $  73,010      $ 68,550 
         Decrease (increase) in inventories               8,550        (1,000)
         Decrease (increase) in receivables               1,370       (22,400)
         Increase (decrease) in accounts payable
            and accrued liabilities                      22,340        (9,450)
         (Increase) decrease in marketable
            securities, net                             (14,270)       54,460 
         Other, net                                      21,130        31,280 
            Net cash from operating activities          112,130       121,440 

     FINANCING:
         Retirement of Senior Subordinated Notes          ---        (233,150)
         Payment of other debt                         (251,100)      (40,040)
         Increase in other debt                           1,350       129,900 
         Retirement of Company Common Stock              (8,040)       (5,990)
         Payment of preferred stock dividends            (9,720)       (9,720)
         Payment of common stock dividends               (7,540)       (5,910)
         Other, net                                       1,890        (3,110)
            Net cash (used for) financing       
               activities                              (273,160)     (168,020)

     INVESTMENTS:
         Capital expenditures                           (28,390)      (61,520)
         Proceeds from sale of businesses               212,100        94,880
         Acquisition of businesses                       (4,470)      (22,810)
         Receipt of cash from notes receivable            9,300         5,360
         Net assets of businesses held 
            for disposition                              (1,120)      (14,900)
         Other, net                                       5,730        (2,670)
            Net cash from (used for) investing
               activities                               193,150        (1,660)
 
CASH AND CASH INVESTMENTS:                                      
     Increase (decrease) for the nine months             32,120       (48,240)
     At January 1                                        16,380        61,950
     At September 30                                  $  48,500     $  13,710

Supplemental Cash Flow Information:
     Net cash paid (refunded) during the period for:
          Interest                                    $  19,570     $  40,830
          Income taxes                                $ (18,740)    $   5,460







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


                                       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, 1996 and the results of operations for the
      three and nine months ended September 30, 1996 and 1995 and cash flows
      for nine months ended September 30, 1996 and 1995.  In addition, the
      balance sheet as of December 31, 1995 reflects the segregation of net
      current and net non-current assets related to the plan, adopted in late
      1994 and substantially completed in the third quarter of 1996, to
      dispose of certain businesses. 

      Primary earnings per common share was calculated based on 57.0 million
      and 58.5 million weighted average common shares and common equivalent
      shares outstanding for the three months ended September 30, 1996 and
      1995, respectively.  Primary earnings per common share was calculated
      based on  56.7 million and 58.7 million weighted average common and
      common equivalent shares outstanding for the nine months ended September
      30, 1996 and 1995, respectively.  The convertible preferred stock did
      not meet the criteria for inclusion as a common stock equivalent for the
      nine months and three months ended September 30, 1996 and 1995. 
      Earnings per common share for the periods ended September 30, 1996 were
      computed based upon the treasury stock method and, in 1995, the modified
      treasury stock method, which results in an assumed interest expense
      reduction and incremental shares based on the assumed conversion of all
      stock options and warrants. 

      Fully diluted earnings per common share are only presented when the
      assumed conversion of convertible securities is dilutive.  Fully diluted
      earnings per common share for the nine months and three months ended
      September 30, 1996 were calculated based on 57.1 million and 67.0
      million weighted average common shares outstanding, respectively. 
      Convertible securities did not have a dilutive effect on earnings per
      common share for the nine months and three months ended September 30,
      1995.

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

                                             September 30,    December 31,
                                                 1996             1995  

          Finished goods                       $ 16,820         $ 21,120
          Work in process                        34,470           38,480
          Raw materials                          27,950           34,820

                                               $ 79,240         $ 94,420

C.    Property and equipment, net reflects accumulated depreciation of $284
      million and $281 million as at September 30, 1996 and December 31, 1995,
      respectively.

D.    In the second quarter of 1996, the Company sold MascoTech Stamping
      Technologies, Inc.  (MSTI), a wholly owned subsidiary, to Tower
      Automotive, Inc. (Tower) resulting in an after-tax loss of approximately
      $26 million ($.47 per share), including losses of approximately $1
      million after-tax ($.03 per share) related to the closure of a MSTI
      manufacturing facility not included in the sale.  MSTI had sales of
      approximately $190 million in 1995.  The Company has received initial
      consideration of approximately $80 million consisting principally of $55
      million in cash, 785,000 shares of Tower common stock and warrants to
      purchase additional Tower common stock.  The Company applied the cash
      proceeds (including approximately $14 million received from the
      subsequent sale of 600,000 shares of Tower common stock) to reduce its
      indebtedness. The Company may receive additional consideration,
      contingent upon the future earnings of MSTI over the next three years,
      which if entirely earned, would substantially offset the loss.


                                       4


<PAGE>

                                MASCOTECH, INC.

             NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                  (continued)

E.    On October 31, 1996, the Company purchased from Masco Corporation 17
      million shares of MascoTech common stock and warrants to purchase 10
      million shares of MascoTech common stock, for cash and notes
      approximating $266 million.  Payment of the note, which approximates
      $151 million and bears interest at 6.625 percent, is due September 30,
      1997 and is payable in cash or at the Company's option partially by
      transfer of its holdings in its equity affiliate, Emco Corporation.  As
      part of this transaction, Richard A. Manoogian, Chairman of both Masco
      Corporation and MascoTech, also sold to MascoTech one million shares of
      MascoTech common stock (at the then current market price) for
      approximately $13.6 million, payable in cash and notes.  The agreement
      with Masco Corporation also provides for the extension of the existing
      corporate services and financing commitment agreements between the two
      companies.  The shares and warrants have been retired.  The Company
      received a modification to the terms of its bank credit agreement in
      order to complete the transaction and expects to arrange a replacement
      bank credit facility in early 1997.

F.    The Company was required to adopt Statement of Financial Accounting
      Standards No. 121 ("SFAS 121"), "Accounting for the Impairment of Long-
      Lived Assets and for Long-Lived Assets to Be Disposed Of", effective
      January 1, 1996.  SFAS 121 requires that long-lived assets and certain
      identifiable intangible assets held for disposition be reported at the
      lower of carrying value at date of decision to dispose or fair value
      less cost to sell.  The Company determined that the estimated proceeds
      of the businesses held for sale at January 1, 1996 exceeded the carrying
      value for such assets, and accordingly, has recorded income in the first
      quarter of 1996, classified as a cumulative effect of accounting change,
      in the amount of $11.7 million after-tax to reflect the impact of
      adopting SFAS 121.

G.    The following presents combined supplemental financial data of the
      Company and TriMas Corporation as one entity, with MascoTech as the
      parent company.  The Company had an equity ownership interest in TriMas
      of approximately 41  and 42 percent at September 30, 1996 and September
      30, 1995, respectively.  Intercompany transactions have been eliminated. 
      Approximate combined condensed financial data are as follows (in
      thousands):

                                                         September 30       
                                                      1996           1995   
           Current assets                         $   692,940     $  683,870  
           Current liabilities                       (262,290)      (244,940)
             Working capital                          430,650        438,930
           Property and equipment, net                585,320        607,470 
           Excess of cost over net          
             assets of acquired companies             175,300        194,870
           Other assets                               300,720        411,900
           Long-term debt                            (639,710)      (915,220)
           Deferred income taxes and                                 
             other long-term liabilities             (203,680)      (133,060)
           Equity of the other shareholders 
             of TriMas                               (221,590)      (191,770)
             Equity of shareholders of 
               MascoTech                          $   427,010     $  413,120 
           
           Net sales                              $ 1,463,920     $1,717,850 

           Operating profit                       $   122,650     $  159,640 

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

           Net income                             $    35,170     $   44,520 
           Earnings attributable to 
             common stock                         $    25,450     $   34,800

                                       5












<PAGE>

                                MASCOTECH, INC.

             NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                  (concluded)

H.    In December 1994, the Company announced the planned disposition of a
      number of businesses, including its Architectural Products, Defense and
      certain of its transportation-related businesses, as part of its long-
      term strategic plan to increase the focus of its core operating
      capabilities.  At September 30, 1996, the Company has substantially
      completed the disposition of such businesses.

I.    On November 13, 1996, the Company announced the creation of MSX
      International, Inc. through the combination of MascoTech's Technical
      Services Group and APX International (recently acquired by MascoTech)
      and the agreement to sell the combined companies to an investor group
      including MascoTech, Citicorp Venture Capital and senior management.

      The sale of MSX International will result in total proceeds to the
      Company of approximately $150 million, consisting of cash, notes, and
      the Company's retained equity interest.  Net proceeds to the Company
      will approximate $90 million after taking into account the purchase
      price for APX and taxes payable in connection with this transaction. 
      This transaction is expected to close in early 1997.






























                                       6


<PAGE>
                                MASCOTECH, INC.

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

      Sales for the third quarter ended September 30, 1996 declined to $291
million from $405 million in 1995, reflecting the disposition of certain
businesses as part of the Company's previously announced restructuring plan. 
Sales of the Company's remaining core transportation-related businesses, which
approximated $270 million, increased 12 percent in the third quarter of 1996
as compared with the prior year quarter, while sales of the Company's
businesses held for sale or sold approximated $21 million.

      Sales for the nine month period ended September 30, 1996 decreased 22
percent over the comparable period in 1995, reflecting the disposition of
certain businesses as part of the Company's previously announced restructuring
plan.  Sales of the Company's remaining core transportation-related
businesses, which approximated $827 million, increased nine percent as
compared to the prior year period.  Sales of the Company's businesses held for
sale or sold, which approximated $183 million, decreased 66 percent from the
comparable period in 1995.

      Income after preferred stock dividends in the third quarter of 1996 was
$16.2 million or $.28 per common share, compared with $12.7 million or $.22
per common share in the comparable period in 1995.  Third quarter 1996 results
also benefitted from reduced interest expense, as proceeds from the
divestiture of businesses were applied to reduce the Company's indebtedness,
and from increased equity income from affiliates.

      Operating profit for the Company's remaining core businesses before
general corporate expense and gain (charge) on disposition of businesses, net
for the nine months and three months ended September 30, 1996 was
approximately $106 million and $37 million, respectively, as compared with $92
million and $27 million for the comparable periods in 1995.  Businesses held
for sale or sold had an operating loss before general corporate expense and
gain (charge) on disposition of businesses, net for the nine months ended
September 30, 1996 of approximately $15 million as compared to $1 million for
the comparable period in 1995.  Businesses held for sale or sold had an
operating loss before general corporate expense and gain (charge) on
disposition of businesses, net for the three month period ended September 30,
1996 of approximately $6 million, as compared to an operating profit of
approximately $2 million in the comparable period in 1995.  The unusual
relationship of tax expense to pre-tax amounts for the nine months ended
September 30, 1996 is the result of a significant portion of the loss on the
sale of MSTI not being deductible for tax purposes.

      Results for the nine months ended September 30, 1996 include after-tax
losses of approximately $26 million in the second quarter from the disposition
of MascoTech Stamping Technologies, Inc. and a related plant closure.  The
core businesses' operating performance for the nine months and three months
ended September 30, 1996 was positively impacted by increased volume as
compared to 1995.  Operating performance in 1995 was negatively impacted by
increased costs and expenses reflecting start-up costs associated with the
Company's expanded capital investment programs.

      In December 1994, the Company announced the planned disposition of a
number of businesses, including its Architectural Products, Defense and
certain of its transportation-related businesses, as part of its long-term
strategic plan to increase the focus of its core operating capabilities.  At
September 30, 1996, the Company has substantially completed the disposition of
such businesses.

                                       7


<PAGE>                          MASCOTECH, INC.

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

      On October 31, 1996, the Company purchased from Masco Corporation 17
million shares of MascoTech common stock and a warrant to purchase 10 million
shares of MascoTech common stock, for cash and notes approximating $266
million.  Payment of the note, which approximates $151 million and bears
interest at 6.625 percent, is due September 30, 1997 and is payable in cash or
at the Company's option partially by transfer of its holdings in its equity
affiliate Emco Corporation.  As part of this transaction, Richard A.
Manoogian, Chairman of both Masco Corporation and MascoTech, also sold to
MascoTech one million shares of MascoTech common stock (at the then current
market price) for approximately $13.6 million, payable in cash and notes.  The
agreement with Masco Corporation also provides for the extension of the
existing corporate services and financing commitment agreements between the
two companies.  The shares and warrants have been retired.  The Company
received a modification to the terms of its bank credit agreement in order to
complete the transaction and expects to arrange a replacement bank credit
facility in early 1997.  Although this transaction results in the additional
leverage of MascoTech's balance sheet in the near term, MascoTech believes
that the substantial reduction in MascoTech common shares outstanding should
enhance the long-term financial returns for MascoTech's shareholders.

      The Company paid a cash dividend of $.05 per common share in the third
quarter of 1996 and the Board of Directors declared a dividend of $.05 per
common share on September 12, 1996 payable on November 18, 1996.

      Additional borrowings available under the Company's revolving credit
agreement and otherwise, tax benefits related to the disposition of businesses
held for sale and anticipated internal cash flow are expected to provide
sufficient liquidity to fund the Company's near-term working capital needs and
capital expansion programs.  The Company believes that its longer-term working
capital and other general corporate requirements will be satisfied through its
internal cash flow, an extended or new bank credit facility, the disposition
of certain financial assets and, to the extent necessary, future financings in
the financial markets.  At September 30, 1996, current assets were in excess
of two times current liabilities.


                                       






                                       8


<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 November 13, 1996 reporting under Item 2
            "Acquisition or Disposition of Assets" and under Item 7 unaudited
            pro forma consolidated condensed balance sheet as of June 30, 1996
            and unaudited pro forma consolidated condensed income statements
            for the year ended December 31, 1995 and for the six months ended
            June 30, 1996 for the assumed purchase and retirement of 17
            million shares of Company Common Stock and the warrant to purchase
            10 million shares of Company Common Stock from Masco Corporation 
            and one million shares of Company Common Stock from Richard A. 
            Manoogian, Chairman of the Board of Masco Corporation
            and MascoTech, Inc.



















                                       9


<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 14, 1996           By: /s/ TIMOTHY WADHAMS          
                                            Timothy Wadhams
                                            Vice President - Controller
                                              and Treasurer
                                            (Chief accounting officer
                                              and authorized signatory)


































<PAGE>
                                MASCOTECH, INC.

                                 EXHIBIT INDEX



Exhibit                                                           Sequential
                                                                   Page No. 

Exhibit 11        Computation of Earnings Per Common Share 
                  - Primary and Fully Diluted                        12-13

Exhibit 12        Computation of Ratio of Earnings to Combined
                  Fixed Charges and Preferred Stock Dividends          14

Exhibit 27        Financial Data Schedule                              15