SECURITIES EXCHANGE COMMISSION
                             WASHINGTON, DC 20549
                                      10-Q


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


For the quarter ended September 30, 1997             Commission File No. 1-7215

                            PEERLESS TUBE COMPANY


New Jersey                                       22-1191280 (IRS Identification)
                             58-76 Locust Avenue
                          Bloomfield, New Jersey 07003
                             Telephone: 201-743-5100

Securities registered pursuant to section 12 (g) of the act:


         Title of Class                                      Exchange

 Common stock $1.33-1/3 par value                       Over the counter (PLSU)

Indicate  by a check  mark  whether  the  registrant  (1) has filed all  reports
required to be filed under Section 13 or 15 (d) of the  Securities  Exchange Act
of 1934 during the  preceding  12 months (or for such  shorter  periods that the
registrant  was required to file such report),  and (2) has been subject to such
filing requirements for the past 90 days.

Yes [X]        No [ ]

As of the filing date,  the  aggregate  market value of the voting stock held by
non affiliates of the Registrant was approximately $862,000. The market value is
based on $.3500 as of September  26,  1997,  which is the last  recorded  trade.
During the quarter,  actual trades of relatively  small amounts of the Company's
shares of stock have ranged in transaction price from $.3125-$.3750.




Common Stock, Par Value                                 $1.33-1/3
Outstanding at September 30, 1997.                      2,462,973 shares

Documents incorporated by reference: None






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<CAPTION>


                             PEERLESS TUBE COMPANY
                                TABLE OF CONTENTS


<S>          <C>                                                                                          <C> 

Part I       Financial Information                                                                       
Item I       Financial Statements (Unaudited)

             Balance Sheets as of September 30, 1997 and December 31, 1996. 
             (Unaudited)                                                                                   3

             Statement of Operations for the Quarters Ended September 30, 1997                             4-5
             and 1996 (Unaudited) and for the Nine Month periods ended 
             September 30, 1997 and 1996 (Unaudited).

             Statement of Cash Flows - for the Nine Month Period ended 
             September 30, 1997 and 1996. (Unaudited)                                                      6

             Notes to the Consolidated Financial Statements                                                7-8
                  
Item II      Management's Discussions & Analysis of the Financial                                          9-10
             Conditions and Results of Operations

Part II     Other Information

            Item 5                                                                                         11

            Item 6                                                                                         11

            Signatures                                                                                     12


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<TABLE>
<CAPTION>



                                                                        (Unaudited)

Peerless Tube Company                                September  30, 1997           December 31, 1996
                                                     -----------------------------------------------
Balance Sheet                                                  (rounded to nearest thousand)

<S>                                                    <C>                         <C>

Assets

Current Assets:
Cash ..............................................   $    192,000                $    227,000
Accounts receivable, less allowance for doubtful
   accounts of $270,000 and $253,000 for 1997
   and 199, respectively ..........................      1,297,000                   2,195,000
Inventories .......................................      2,016,000                   2,660,000
Prepaid expenses ..................................         52,000                      78,000
Other current assets ..............................         53,000                      63,000
                                                         ----------                 ----------

     Total Current Assets .........................   $  3,610,000                $  5,223,000

Property, Plant and Equipment , Net ...............      3,583,000                   4,124,000
Other assets ......................................        682,000                     683,000
Deferred tax assets, net of valuation allowance of
   $4,143,000 and $4,800,000, respectively
                                                         ---------                  ----------

     Total Assets .................................   $  7,875,000                $ 10,030,000
                                                         ==========                 ==========


Liabilities and Stockholders' Equity

Current Liabilities:
Accounts payable ..................................   $  2,046,000                $  2,573,000
Accrued Liabilities ...............................      1,408,000                   1,489,000
Revolving credit line .............................        620,000                   1,119,000
Current portion of long-term debt .................        178,000                     267,000
                                                        ----------                  -----------

     Total current liabilities ....................   $  4,252,000                $ 5,448, 000

Long Term Debt ....................................        901,000                    484,000
Other Liabilities .................................         70,000                     70,000
                                                        ----------                  -----------

     Total Liabilities ............................   $  5,223,000                $  6,002,000
                                                        ----------                  -----------

Commitments and contingencies

Stockholders' equity:
   Common stock, $1.33-1/3 par value; authorized
   5,000,000 shares; issued and outstanding
   2,536,935 shares ...............................      3,382,000                   3,382,000
   Additional paid-in capital .....................     14,439,000                  14,439,000
   Accumulated deficit ............................    (14,825,000)                (13,449,000)
   Less 73,962 shares of stock in treasury, at cost       (344,000)                   (344,000)
                                                         ----------                 ----------

     Stockholders' equity .........................      2,652,000                   4,028,000
                                                         ----------                 ----------

    Total Liabilities and stockholders' equity ....   $  7,875,000                 $10,030,000
                                                         ==========                 ==========

The accompanying  notes should be  read in  conjunction  with the financial 
statements.

</TABLE>

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<CAPTION>


Peerless Tube Company                                                  (Unaudited)
Statement of Operations
For the Quarter Ended                            September 30, 1997               September 30, 1996
--------------------------------------------------------------------------------------------------------------------------------- (R
                                                 (rounded to nearest thousand except per share amounts)
<S>                                                <C>                              <C>

Net Sales ......................................   $  3,974,000                     $  5,261,000
Cost of sales ..................................      3,797,000                        4,653,000
                                                    ------------                       ------------
Gross Profit (Loss) ............................        177,000                          608,000
Selling, general, and administrative expenses ..       (391,000)                        (608,000)
                                                    ------------                       ------------
Income (loss) from operations ..................   $   (214,000)                    $        000

Interest expense ...............................         79,000)                        (208,000)

Other Income - Net .............................          7,000                          105,000
                                                     -----------                       ------------

Net Loss .......................................   $   (286,000)                    $   (103,000)
                                                     ===========                       ============

Accumulated Deficit:
Beginning period ...............................   $(14,538,000)                    $(14,714,000)
                                                     -----------                       ------------
End of period ..................................   $(14,825,000)                    $(14,817,000)
                                                     ===========                       ============

Net Loss per share .............................   ($      0.12)                    ($      0.04)
                                                     ===========                       ============

Weighted average shares outstanding ............      2,462,973                         2,462,973
                                                     ===========                       ============


                                                                                         
The accompanying notes should be read in conjunction with the financial
statements.
</TABLE>
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<CAPTION>

Peerless Tube Company                                              (Unaudited)
Statement of Operations
For the Nine Months Ended                     September 30, 1997                September 30, 1996
-----------------------------------------------------------------------------------------------------------------------------------
                                             (rounded to nearest thousand except per share amounts)
<S>                                                <C>                              <C>


Net Sales ...................................... $ 12,526,000                     $ 18,169,000

Cost of sales ..................................   12,073,000                       16,184,000
                                                   -----------                       ---------- 

Gross Profit (Loss) .............................    453,000                         1,985,000

Selling, general, and administrative expenses ... (1,601,000)                       (2,070,000)
                                                  ----------                        -----------

Income (loss) from operations ...................$(1,148,000)                     $    (41,000)

Interest expense ................................   (241,000)                         (619,000)

Other Income - Net ..............................     13,000                           102,000
                                                   -----------                      ----------
Net Loss ........................................$(1,376,000)                    $    (602,000)
                                                   ===========                      ===========    
Accumulated Deficit:
Beginning of period .............................$(13,449,000)                   $ (14,215,000)
                                                   -----------                      ----------

End of period ...................................$(14,825,000)                   $ (14,817,000)
                                                   ===========                      ===========

Net Loss per share ..............................($      0.56)                  ($        0.24)
                                                   ===========                      ===========

Weighted average shares outstanding .............   2,462,973                        2,462,973
                                                   ===========                      ===========


</TABLE>

The accompanying should be read in conjunction with the financial statements.

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<TABLE>

<CAPTION>

Peerless Tube Company                                                    (Unaudited)
Statement of Cash Flows                                      For The Nine Months ended September 30,
                                                             ---------------------------------------
                                                                 1997              1996
                                                               (rounded to nearest thousand)

<S>                                                           <C>             <C>
Cash flows from operating activities:
 Net loss .................................................   ($1.376,000)   ($  602,000)
 Adjustment to reconcile net loss to net
 cash provided by operating activities:
 Depreciation and amortization ............................       541,000        787,000
 Provision for bad debts ..................................       (74,000)       113,000
 Deferred gain ............................................       (90,000)
 (Increase) Decrease in operating assets:
 Accounts receivable ......................................       972,000      1,734,000
 Inventories ..............................................       644,000       (156,000)
 Prepaid expenses .........................................        26,000       (105,000)
 Other current assets .....................................        10,000         (2,000)

 Other Assets .............................................         1,000
Increase (Decrease) - in operating liabilities:
  Accounts payable ........................................      (527,000)      (711,000)
  Accrued liabilities .....................................       (81,000)       556,000
-----------------------------------------------------------   -----------    -----------
Total Adjustments .........................................   $ 1,512,000    $ 2,126,000
-----------------------------------------------------------   -----------    -----------

Net cash provided by operating activities .................   $   136,000    $ 1,524,000
Cash flows from financing activities:
Net (repayments) borrowing under credit line ..............      (499,000)    (1,215,000)


Reduction of long term debt and current maturities ........      (328,000)      (490,000)
Net cash used in financing activities .....................   ($  171,000)   ($1,705,00)

-----------------------------------------------------------   -----------    -----------
Net Increase (Decrease) in cash ...........................       (35,000)      (181,000


Cash - beginning of the period ............................       227,000        660,000
-----------------------------------------------------------   -----------    -----------
Cash -  end of period .....................................   $   192,000    $   479,000
===========================================================   ===========     ==========

</TABLE>
<PAGE>

PEERLESS TUBE COMPANY

NOTES TO FINANCIAL STATEMENTS

NOTE 1: PREPARATION OF FINANCIAL STATEMENTS

The  accompanying  unaudited  financial  statements  have been  prepared  by the
Company  without  audit  in  accordance  with  Generally   Accepted   Accounting
Principles.  These  statements  should be read in  conjunction  with the audited
financial statements and notes included in the Company's Annual Report Form 10-K
for the year ended December 31, 1996 and the Quarterly  Report Form 10-Q for the
Quarters ended June 30, 1997 and March 31, 1997.

In  the  opinion  of  management,   these  financial   statements   include  all
adjustments,  consisting of normal recurring  adjustments,  necessary to present
fairly the financial  position,  results of  operations,  and cash flows for the
Company.  Certain  information  and  footnote  disclosure  normally  included in
financial  statements  prepared in accordance with Generally Accepted Accounting
Principles have been condensed or omitted  pursuant to the rules and regulations
of the Securities and Exchange Commission.  The Company believes,  however, that
the  disclosures in this report are adequate to make the  information  presented
not misleading in any material respect.  There have been no significant  changes
in accounting  policy since December 31, 1996. The results of operations may not
be indicative  of the results that may be expected for the year ending  December
31, 1997.

NOTE 2: BUSINESS AND DEBT RESTRUCTURING
 .
The Company's management continues to evaluate and reshape its business plans to
improve operating results and respond to changes in its very competitive market.

The loan  agreement  between the  Company and its secured  lender was amended in
July 1997 to provide additional funding for the Company. Management continues to
seek  methods to improve  the  Company's  operating  performance  including  the
stabilization   of  raw  material  costs,   increased   productivity,   and  the
restructuring of staff.

The highly competitive  markets have resulted in lower gross sales with a slight
reduction in gross margins.  In view of reduced sales, the Company  continues to
reduce its costs and is diligently monitoring its costs and expenses.

NOTE 3: INVENTORIES
Inventories are comprised to the following:


     Inventories                       September 30,               December 31,
                                           1997                        1996
                                       -------------                -----------
Raw materials                           $ 1,150,000                  $1,724,000
Work-in-process                              31,000                      29,000
Finished Goods                              835,000                     907,000
  Total                                 $ 2,016,000                  $2,660,000

 NOTE 4 - ACCRUED LIABILITIES
Accrued liabilities is comprised of the following:

   Accrued Liabilities                 September 30,                December 31,
                                           1997                          1996
                                       ------------                 -----------
Payroll, payroll taxes, and 
  payroll related costs                $   537,000                 $    437,000
Health benefits                             60,000                      180,000
All other                                  811,000                      872,000
                                        ----------                   ----------

       Total                           $ 1,408,000                 $  1,489,000

NOTE 5 - LONG-TERM DEBT/REVOLVING CREDIT LINE Long-term debt is comprised of the
following:


                                    Long-term debt

                                     September 30,                  December 31,
                                        1997                            1996
                                     -------------                   ----------

Equipment  loan  secured  by  
substantially  all  the  Compay's  
machinery  and equipment  payable
to a  lender,  renegotiated  during
March  and  July  1997, termination
date January 31, 2000.  The loan
bears interest at the prime +3.5%    $ 1,056,000                      $ 639,000

Various purchase money capital 
leases for  manufacturing and 
office  equipment, final payment
due in 1998, with interest rates 
at an average 18%.                        23,000                        112,000
                                    -------------------------------------------
                                       1,079,000                        751,000
Less current portion                    (178,000)                      (267,000)
                                    -------------------------------------------

   Long-term debt                    $   901,000                      $ 484,000
                                    ============================================


<PAGE>



MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE FINANCIAL
CONDITION & RESULTS OF OPERATIONS

SALES AND RESULTS OF OPERATIONS 1997 COMPARED TO 1996

Sales

 Sales for the quarter ended September 30, 1997 and 1996 totaled  $3,974,000 and
$5,261,000 respectively.  The sales for the nine months ended September 30, 1997
and 1996 were $12,526,000 and $18,169,000 respectively,  resulting in a decrease
of  $5,644,000  or 31.1%.  A  significant  part of the  decline in sales for the
quarter and nine months ended September 30, 1997 vs. 1996 is attributable to the
closing of the Puerto Rico Facility in November 1996. Sales attributed to Puerto
Rico this quarter and nine months ended  September 30, 1996 were  $1,110,000 and
$3,914,000 respectively.

The  breakdown  of the  overall  sales  decrease  from all sources for the third
quarter ended September 1997 and 1996 respectively was as follow:
<TABLE>
<CAPTION>
<S>             <C>           <C>            <C>          <C>
 
                    3rd Quarter    3rd Quarter     $         %
Net Sales ...          1997          1996        Change    Change

Cans ........   $ 3,679,000   $ 3,982,000   ($  303,000)   - 7.6
Metal Tubes .   $   233,000   $ 1,176,000   ($  943,000)   -80.2%
Miscellaneous   $    62,000   $   103,000   ($   41,000)   -39.8%
                  ---------   -----------   -----------    ------

Total .......   $ 3,974,000   $ 5,261,000   ($1,287,000)   -24.5%
                  =========   ===========   ===========    ======


</TABLE>

In the third quarter ending September 30, 1997, two customers  accounted for 59%
(29% and 30%) of the Company's sales. The 1997 market outlook for aluminum tubes
continues  to be  soft.  This  is  attributed  to the  increased  demand  in the
competing plastic tube market. Aerosol sales were softer than anticipated during
the third quarter,  September 30, 1997, as compared with the third quarter ended
September  30,  1996.  Year End Margins for 1997 will be effected by the product
sales mix for the last quarter of 1997.

Gross Profit Trends and Discussion

The total decrease in sales for the quarter and nine months ended  September 30,
1997 as  compared  with  the  quarter  and nine  months  September  30,  1996 is
$1,287,000  and $5,643,000  respectively.  The decrease in sales for the quarter
ended  September 1997 vs.  September 1996 is related to $303,000 in aerosol cans
and a decrease in aluminum tubes, of which $943,000 is attributed to the closing
of the Puerto Rico  Facility.  The gross  profit on sales for the quarter  ended
September  30, 1997 was $177,000 or 4.5% on sales of $3,974,000 as compared with
the quarter ended  September 30, 1996, the gross profit was $608,000 or 11.5% on
sales of  $5,261,000.  For the nine months  ended  September  30, 1997 the gross
profit was $453,000 or 3.6% on sales of  $12,526,000  compared to  $1,985,000 or
10.9% on sales of $18,169,000  for the nine months ended September 30, 1996. The
decrease in gross  profit for the quarter and nine months  ended  September  30,
1997 as compared to the quarter  and nine  months  ended  September  30, 1996 is
mainly a result of lower than anticipated  aerosol sales and a change in product
mix.

The Company's  gross margins are sensitive to product mix and sales volume.  The
Company  continues  to  review  its plant  utilization  and its  utilization  of
personnel.

Current  conditions  in its market  have  changed  the ability of the Company to
measure  its  backlog.  This is a result  of a switch to "EDI"  Electronic  Data
Interchange  and Just in Time Delivery.  The need to respond to these  different
purchase plans result in quick changes to the Company's  production schedule and
some detraction from gross margins.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the quarter ended September 30,
1997 were  $391,000 or 9.8% of sales.  For the nine months ended  September  30,
1997 Selling, General and Administrative expenses totaled $1,601,000 or 12.8% of
sales.  This is based on sales of $3,974,000 and $12,526,000  respectively.  For
the quarter  ended  September  30,  1996  Selling,  general  and  administrative
expenses were $608,000 or 12.8% and for the nine months ended September 30, 1996
$2,069,000 or 11.4% on sales of $5,281,000 and  $18,170,000  respectively.  This
reflects a decrease in Selling,  General and Administration expenses of $468,000
for the nine  months  ended  September  30,  1997.  Because of  additional  cost
reductions  that have  already  been  implemented,  management  expects  further
decreases in Selling, General and Administrative expenses.

Interest Expense and Other Expenses, net

Interest  expense  for the  quarter  ended  September  30,  1997 was  $79,000 as
compared to $208,000 in 1996. The decrease of $129,000  primarily  resulted from
the  termination of the sale-lease  back agreement of the Company's  Puerto Rico
office and production facility.

Liquidity and Capital Resources

The Company has negative working capital of $642,000 at September 30, 1997 which
is approximately a $417,000 decrease in working capital from December 31, 1996.

For the nine  months  end  September  30,  1997  cash  provided  from  operating
activities was $136,000 as compared with $1,524,000 provided from operations for
the same period in 1996..  The primary source of this cash, for the period ended
September 30, 1997, was the reduction of $972,000 of Accounts Receivable off set
by a  reduction  in  Accounts  Payable of  ($527,000).  Long Term debt  increase
$407,000.

As of  September  30,  1997  the  company  had  cash  and  cash  equivalents  of
approximately  $192,000.  Net cash provided from  operations as of September 30,
1997  was  $136,000.  Net  cash as of  September  30,  1997  used  in  financing
activities was $171,000.  As of September 30, 1997 the net decrease in cash from
December 31, 1996 was $35,000.

The debt-to-equity  ratio at September 30, 1997 was 1.97:1 compared to 1.49:1 at
December 1996.

<PAGE>

PART II   OTHER INFORMATION

ITEM 5:

There were no dividends declared in the quarter.


ITEM 6:

On May 21, 1997 the Company filed the Quarterly Report Form 10-Q for the quarter
ended March 31, 1997. On August 14, 1997 the Company filed the Quarterly  Report
Form 10-Q for the quarter ended June 30, 1997.

<PAGE>



SIGNATURES

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

                                                   PEERLESS TUBE COMPANY
                                                   Registrant
 

                                                   By:/s/Frederic Remington, Jr.

                                                     Frederic Remington, Jr.
                                                            Chairman


                                                   By: /s/Richard W. Potts
 
                                                     Richard W. Potts
                                                           President
  
                                                   By:
                                                      /s/George J. Blumenschein
                                                     George J. Blumenschein
                                                     Vice President of Finance