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 
March 31, 1997                         Commission File No. 1-7215


                            PEERLESS TUBE COMPANY

New Jersey                        22-1191280 (IRS Identification)


                             58-76 Locust Avenue
                            Bloomfield, New Jersey 07003
                            Telephone: 973-743-5100

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
$1,059,000.  The market value is based on $.3750 as of May 19,
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 $.3750-$.43.

Common Stock, Par Value                $1.33-1/3

Outstanding at March 31, 1997.         2,462,973 shares

Documents incorporated by reference:   None

<PAGE>

                               TABLE OF CONTENTS 


Item                                                    Page

Part I   Financial Information

         Balance Sheets as of March 31, 1997 
         and December 31, 1996                             3 
              
         Statement of Operations for the Quarters 
         Ended March 31, 1997 and 1996.                    4

         Statement of Cash Flows - For the Quarters 
         ended March 31, 1997 and 1996                     5

         Notes to the Financial Statements                 8-9    
    
                           
         Management's Discussion & Analysis of the 
         Financial Conditions and Results of Operations    6-7
                           

Part II  Other Information

         Item 5                                            10

         Item 6                                            10

         Signatures                                        11

<PAGE>
<TABLE>
<CAPTION>

PEERLESS TUBE COMPANY
BALANCE SHEET
                                March 31                 December 31,
                                _____________________________________ 
                                  1997                        1996
                                     (rounded to nearest thousand)                         

<S>                             <C>                      <C>
Assets                           

Current Assets:
Cash                            $     411,000            $      227,000
Accounts receivable, less 
   allowances for doubtful
   accounts of $235,000 for 1997
   and 1996 respectively            1,476,000                 2,195,000
Inventories                         3,391,000                 2,660,000
Prepaid expenses                       52,000                    78,000
Other assets                           63,000                    63,000

     Total Current Assets       $   5,393,000           $     5,223,000
                                                                        
Property, Plant and Equipment       3,948,000                 4,124,000
Other assets                          682,000                   683,000
Deferred tax assets, net of 
valuation allowances of
$4,143,000 and $4,800,000, 
respectively
___________________________________________________________________________
Total Assets                    $ 10,023,000            $   10,030,000
-----------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
                                                                                           
Liabilities & Stockholders' Equity

Current Liabilities:
Accounts payable                $  2,535,000            $    2,573,000
Accrued Liabilities                1,495,000                 1,489,000
Revolving credit line              1,003,000                 1,119,000
Current portion of 
  long-term debt                     225,000                   267,000
-----------------------------------------------------------------------------------------

Total current liabilities       $  5,258,000            $    5,448,000

Long Term Debt                       746,000                   484,000
Other Liabilities                     70,000                    70,000
-----------------------------------------------------------------------------------------

     Total Liabilities          $  6,074,000            $    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            (13,528,000)             (13,449,000)
   Less 73,962 shares of stock 
   in treasury, at cost              (344,000)                (344,000)
------------------------------------------------------------------------------------------

   Stockholders' equity             3,949,000                4,028,000
------------------------------------------------------------------------------------------

    Total Liabilities and 
    stockholders' equity        $  10,023,000           $    10,030,000
------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------
                                                                                        
</TABLE>

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

<PAGE>


<TABLE>
<CAPTION>

Statement of Operations 
For the Quarter Ended March 31,         1997               1996
--------------------------------------------------------------------------
                                        (rounded to nearest thousand 
                                          except per share amounts)

<S>                               <C>                     <C>
Net Sales                         $   4,676,000           $ 6,361,000

Cost of sales                         3,993,000             5,708,000

Gross Profit                            683,000               653,000

Selling, general, and 
administrative expenses                 684,000               756,000

Income (loss) from operations      $     (1,000)          $   (103,000)

Interest expenses                       (83,000)              (212,000)

Other Income (expenses)                   5,000               ( 32,000)

Net Income (loss)                  $    (79,000)          $   (347,000)

Accumulated Deficit:
Beginning of period                $(13,449,000)          $ (14,215,000)

End of period                      $(13,528,000)          $ (14,562,000)

Net Income (loss) per share              ($0.03)                 ($0.14)

Average shares outstanding            2,462,973               2,462,973

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

<PAGE>


<TABLE>
<CAPTION>
Peerless Tube Company
Statement of Cash Flows                  For The Quarter ended March 31,
                                         1997                      1996
-------------------------------------------------------------------------
                                         (rounded to nearest thousand)
                                                                            
Cash flows from operating
activities: 
<S>                                   <C>                      <C>
Net loss                              ($78,000)                ($347,000)

Adjustment to reconcile net 
loss to net cash provided by 
operating activities:

Depreciation and amortization         176,000                    270,000

Provision for bad debts                88,000                     36,000

Deferred gain                                                    (30,000)

(Increase) Decrease in 
operating assets:

Accounts receivable                   631,000                    769,000

Inventories                          (731,000)                  (147,000)

Prepaid expenses                       26,000                    (31,000)

Other current assets                                               6,000

Increase (Decrease) - in 
operating liabilities:

Accounts payable                      (38,000)                   (577,000)

Accrued liabilities                     7,000                     370,000
-----------------------------------------------------------------------------------------

Total Adjustments                    $159,000                    $666,000
-----------------------------------------------------------------------------------------

Net cash provided by 
operating activities                 $ 81,000                    $319,000

Cash flows from financing 
activities:

Net (repayments) borrowing under 
credit line                         (116,000)                    (491,000)

Reduction of long term debt and 
current maturities                   219,000                     (164,000)
-----------------------------------------------------------------------------------------

Net cash used in financing 
activities                          $103,000                    ($655,000)
-----------------------------------------------------------------------------------------
Net Increase (Decrease) in cash      184,000                     (336,000)

Cash - beginning of the period       227,000                      660,000
-----------------------------------------------------------------------------------------

Cash -  end of period               $411,000                     $324,000
------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------

</TABLE>

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

<PAGE>

                                   PEERLESS TUBE COMPANY

                                NOTES TO FINANCIAL STATEMENTS

NOTE 1: PREPARATION OF FINANCIAL STATEMENTS

The accompanying financial statements for the quarters ended March 31, 1997
and 1996 have been prepared by the Company without audit.  These financial
statements herein prepared by the Company have been prepared in accordance
with the instructions to Form 10-Q and do not include all of the
information and note disclosures required by generally accepted accounting
principles.  These statements should be read in conjunction with the
consolidated financial statements and notes thereto included in the
Company's Annual Report Form 10-K for the year ended December 31, 1996. 

In the opinion of management, these financial statements include all
adjustments, consisting only of normal recurring adjustments, necessary to
present fairly the financial position, results of operations, and cash
flows for the Company.  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 accompanying financial statements contemplate continuation of the
Company as a going concern.  Since 1988, however, the Company has suffered
recurring losses from operations and negative cash flows.

The Company's management is continually evaluating and reshaping its
business to improve the operational results of the Company.  Also the
Company has, along with its asset-based lender, amended its agreement to 
continue to provide certain loans for operations.  

With the cooperation of its secured lender, management believes the
actions presently being taken to improve the Company's operating
performance will provide adequate working capital, help minimize further
financial losses, and create the opportunity for the Company to continue 
as a going concern.


NOTE 3: INVENTORIES

Inventories are comprised to the following:
                              
                         Inventories        March 31,         December 31,
                                              1997                1996

Raw materials                             $ 1,930,000          $1,724,000

Work-in-process                                32,000              29,000

Finish Goods                                1,429,000             907,000

  Total                                   $ 3,391,000          $2,660,000
 

<PAGE>

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


                    Accrued Liabilities       March 31,       December 31,
                                                1997             1996

Payroll, payroll taxes, and 
payroll related costs                      $  475,000         $  437,000

Health benefits                                60,000            180,000

All other                                     960,000            872,000

  Total                                    $1,495,000         $1,489,000


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

                                    Long-term debt

                                    March 31,        December 31,
                                      1997               1996
                                        
Equipment loan secured by 
substantially all the Com-
pay's machinery and equipment 
payable to a lender, renegotiated 
March 1997, termination date 
January 31, 2000.  The loan bears 
interest at the prime +4%.           $ 900,000         $ 639,000

Various purchase money capital 
leases for manufacturing
and office equipment, final 
payment due in 1998, with 
interest rates at an average 18%.      71,000           112,000
                                     ________           _______
                                      971,000           751,000
Less current portion                 (225,000          (267,000)

   Long-term debt                   $ 746,000         $ 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 quarters ended March 31, 1997 and 1996 totaled
$4,676,000 and $6,361,000 respectively.  The  decrease in sales
of $1,684,000 or 26.5% is a result of the closing of the Puerto
Rico facility in November 1996 and the loss of a major customer
during the first quarter of 1996.  
                                                                  
The breakdown of the overall sales decrease from all sources for
the first quarter ended March 31, 1997 and 1996 respectively was
as follow:

<TABLE>

<S>             <C>                  <C>                        <C>                    <C>
Net Sales           1997                1996                        Change              %

Cans            $4,272,000           $4,585,000                   ($313,000)            -7%
Metal Tubes        257,000            1,717,000                 ($1,460,000)           -85%
Miscellaneous      147,000               59,000                      88,000            149%
                __________           __________                  __________            ____

Total           $4,676,000           $6,361,000                ($1,773,000)            -28%

</TABLE>

In the first quarter of 1997, two customers accounted for 61%
(35% and 27%) of the Company's sales.  The  1997 market outlook
for aluminum aerosols containers is expected to remain in a
growth mode at approximately 3.5%.  However, the overall market
outlook for aluminum tubes remains soft, a result of the
increased demand from the plastic tube market.

Gross Profit Trends and Discussion

The gross profit on sales for the quarter ended March 31, 1997
was $683,000, or 15% on sales of $4,676,000.  For the quarter
ended March 31, 1996 the gross profit was $653,000 or 10% of net
sales for the quarter ended March 31, 1996.  The improvement
in gross profit for the quarter ended March 31, 1997 as compared
to the quarter ended March 31, 1996 relates entirely to product
mix.  The increased sales in percent to total sales of aerosol
cans, which has higher margins than tubes, lower spending,
manpower reductions, while at the same time improving
efficiencies as compared to 1996, have helped offset the 26.5%
loss in sales volume.

The improvement in gross profit and operating results will
continue to be gradual considering the Company's high "fixed"
costs.  While the Company has been successful in reducing these
costs, it is important the Company continue to improve its
value-added output.  The Company's management believes that, with
the continued growth of the aluminum aerosol market,
approximately 3.5% per year, and new product line, offerings
should provide additional sales that would help cover fixed
operating costs and provide the Company with increased volume and
gross margins that will be sufficient to meet cash requirements.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the quarter
ended, March 31, 1997 were $684,000 or 15.0% of sales.  For the
quarter ended March 31, 1996, selling, general and administrative
expenses were $756,000 or 12.0% of net sales.  The majority of
these cost tend to be fixed in nature resulting in the quarter
ended March 1997 percentage to net sales to be higher than March
1996.

<PAGE>

Interest Expense and Other Expenses, net

Interest expense for the quarter ended March 31, 1997 was $83,000
as compared to $212,000 in 1996.   The interest decrease of
approximately $129,000 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 had working capital of $134,000 at March 31, 1997
which was approximately a $359,000 gain in working capital from
December 31, 1997.  Overall the Company had a net increase in
cash of $184,000 for the three months ended March 31, 1997 as
compared to a net decrease in cash of $366,000 for the three
months ended March 31, 1996.

The debt-to-equity ratio at March 31, 1997 was 1.54:1 compared to
1:49:1 at December 31, 1996.  The change in this financial ratio
was adversely impacted by the Company's first quarter 1997 loss.

For the quarter ended March 31, 1997, cash provided by operating
activities was $81,000 compared to $319,000 provided by operating
activities for the same period in 1996.  The primary source of
this cash in the quarter ended March 31, 1997 was the liquidation
of accounts receivable, which decreased $631,000 in the quarter. 
The long term debt was restructured in March 1997 increasing the
availability of cash approximately $300,000.  Overall for the
quarter ended March 31, 1997, because of the debt restructuring,
the Company had a net increase in cash of $184,000 compared to a
net decrease of $336,000 in 1996.

Management continues to manage its cash resources during periods
of losses.  The Company believes that 1997 will require continued
resourcefulness to cash management.  In the first quarter of 1997
the Company's management has already responded with
additional labor cut-backs there by maximizing the production
man/machine ratios.

<PAGE>

PART II   OTHER INFORMATION

 ITEM 5:

There were no dividends declared in the quarter.


ITEM 6:

On May 15, 1997 the Company filed a Form 12b requesting a filing
extension of the Quarterly Report Form 10-Q for the quarter
ended March 31, 1997.

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