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                                    FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

             [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
                   OF THE SECURITIES EXCHANGE ACT OF 1934

                    FOR THE QUARTER ENDED SEPTEMBER 30, 1996

                                       OR

             [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
                 OF THE SECURITIES EXCHANGE ACT OF 1934

               FOR THE TRANSITION PERIOD FROM ________ TO ________

                         COMMISSION FILE NUMBER 0-23568

                               BETTIS CORPORATION
             (Exact name of registrant as specified in its charter)

              DELAWARE                                    76-0428239
   (State or other jurisdiction of                     (I.R.S. Employer
   incorporation or organization)                     Identification No.)

           18703 GH CIRCLE
            WALLER, TEXAS                                    77484
(Address of principal executive offices)                  (Zip Code)

        REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (281) 463-5100

    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  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

                                    YES X NO

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

    As of November 12, 1996,  8,483,435  shares of common stock ($.01 par value)
were outstanding.

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<PAGE>
                               BETTIS CORPORATION

PART I.FINANCIAL STATEMENTS

ITEM 1. FINANCIAL STATEMENTS

     I.   Consolidated  Balance  Sheets  (unaudited) as of September 30, 1996 
          and December 31, 1995.

     II.  Consolidated  Statements of Operations  (unaudited) for the nine 
          months ended September 30, 1996 and 1995.

     III. Consolidated Statements of Operations (unaudited) for the three months
          ended September 30, 1996 and 1995.

     IV.  Consolidated  Statements of Cash Flows (unaudited) for the nine months
          ended September 30, 1996 and 1995.

     V.   Notes to Consolidated Financial Statements (unaudited).

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


                                      2
<PAGE>
ITEM 1.  FINANCIAL STATEMENTS

                               BETTIS CORPORATION
                     CONSOLIDATED BALANCE SHEETS (UNAUDITED)
                    SEPTEMBER 30, 1996 AND DECEMBER 31, 1995


                                                      SEPTEMBER 30, DECEMBER 31,
                                                           1996        1995
                                                             (IN THOUSANDS)
                                     ASSETS
Current assets:
    Cash and cash equivalents ........................... $ 1,322    $   801
    Accounts receivable, net.............................  18,706     12,321
    Inventories..........................................  19,151      9,097
    Prepaid expenses.....................................   1,330        931
    Other current assets.................................     550        418
                                                          -------    -------
      Total current assets...............................  41,059     23,568
Property, plant and equipment, net.......................  22,564     15,368
Excess cost over net assets acquired, 
     less accumulated amortization of $1,055 and $835, 
     respectively........................................  11,625      5,853
Other assets.............................................   2,949      1,087
                                                          -------    -------
                                                          $78,197    $45,876
                                                          =======    =======

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
    Short-term bank debt................................. $ 4,223     $3,364
    Accounts payable, trade..............................   5,668      4,791
    Accrued liabilities..................................  10,973      3,741
    Current maturities of long-term debt.................   2,730      2,583
                                                          -------     ------
      Total current liabilities..........................  23,594     14,479
                                                          -------     ------
Long-term debt...........................................  28,987      9,898
                                                          -------     ------
Deferred income taxes....................................   1,988        624
                                                          -------     ------
Other non-current liabilities............................     644         66
                                                          -------     ------
Commitments and contingencies (Note 4)
Stockholders' equity:
    Common stock, par value $.01 per share, 30,000,000
      shares authorized and 8,483,435 and 8,480,235 
      shares issued and outstanding at September 30, 
      1996 and December 31, 1995, respectively...........      85         85
    Paid-in capital......................................   5,777      5,767
    Retained earnings....................................  18,365     16,121
    Cumulative translation adjustment....................  (1,243)    (1,164)
                                                          -------     ------
      Total stockholders' equity.........................  22,984     20,809
                                                          -------     ------
                                                          $78,197    $45,876
                                                          =======    =======

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


                                      3
<PAGE>
                               BETTIS CORPORATION
                CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
               (IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)


                                                               1996       1995

Net revenues.............................................    $52,114    $40,407
                                                             -------    -------
Operating costs and expenses:
    Manufacturing and direct.............................     34,858     26,434
    Selling, general and administrative..................     12,033     10,638
                                                             -------    -------
                                                              46,891     37,072

Operating income.........................................      5,223      3,335
                                                             -------    -------
Other income (expense):
    Interest.............................................     (1,262)      (826)
    Other, net...........................................          2        227
                                                             -------    -------
                                                              (1,260)      (599)

Earnings before income tax provision.....................      3,963      2,736

Income tax provision.....................................      1,719      1,091
                                                             -------    -------

Net earnings.............................................    $ 2,244    $ 1,645
                                                             =======    =======



Earnings per common share................................    $   .26     $  .19
                                                             =======     ======

Weighted average common and common equivalent shares 
     outstanding.........................................  8,636,889  8,515,208
                                                           =========  =========



















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


                                      4
<PAGE>
                               BETTIS CORPORATION
                CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
             FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
               (IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)


                                                            1996       1995

Net revenues............................................. $22,300    $14,013
                                                          -------    -------
Operating costs and expenses:
    Manufacturing and direct.............................  14,999      9,213
    Selling, general and administrative..................   4,841      3,548
                                                          -------     ------
                                                           19,840     12,761

Operating income.........................................   2,460      1,252
                                                          -------     ------
Other income (expense):
    Interest.............................................    (714)      (241)
    Other, net...........................................     144         82
                                                          -------     ------
                                                             (570)      (159)

Earnings before income tax provision.....................   1,890      1,093

Income tax provision.....................................     727        421
                                                          -------     ------

Net earnings............................................. $ 1,163     $  672
                                                          =======     ======



Earnings per common share................................ $   .13     $  .08
                                                          =======     ======

Weighted average common and common equivalent shares 
     outstanding.                                       8,682,284  8,547,059
                                                        =========  =========



















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


                                      5
<PAGE>
                               BETTIS CORPORATION
                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED )
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995

                                                           1996        1995
                                                             (IN THOUSANDS)

CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings ............................................ $ 2,244      $1,645
Adjustments to reconcile net earnings to net
    cash provided by operating activities:

Depreciation and amortization............................   2,290       1,779
(Gain) loss on sale of assets............................     (25)         11
Deferred income taxes....................................    (150)        (29)
Changes in assets and liabilities, net of effects
 from acquisitions:
    (Increase) decrease in accounts receivable, net......     121      (1,463)
    Increase in inventories..............................  (2,232)       (937)
    Increase in prepaid expenses and other current assets.   (556)       (222)
    Increase (decrease) in accounts payable, trade.......    (787)        452
    Increase in accrued liabilities......................   1,299         952
                                                          -------      ------
     Net cash provided by operating activities...........   2,204       2,188
                                                          -------      ------

CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property, plant and equipment...............    (924)       (867)
Proceeds from sale of assets.............................     121           5
Purchase of stock of Shafer Valve Company,
    net of cash received................................. (13,399)          -
Purchase of stock of Dantorque A/S, net of cash 
     received. ..........................................  (3,032)          -
Purchase of stock of Prime Actuator Control Systems, 
     Ltd. and Prime Actuator Control Systems, Inc, 
     net of cash received.. .............................  (2,467)          -
                                                          -------      ------
     Net cash used in investing activities............... (19,701)       (862)
                                                          -------      ------

CASH FLOWS FROM FINANCING ACTIVITIES:
Decrease in short-term bank debt.........................    (944)       (163)
Reduction of long-term debt..............................  (1,954)     (2,441)
Long-term debt borrowings................................  21,100           -
Exercise of stock options................................      10           -
                                                          -------      ------
     Net cash provided by (used in) financing activities.  18,212      (2,604)
                                                          -------      ------

Effect of exchange rate changes on cash..................    (194)       (384)
                                                          -------      ------
Net increase (decrease) in cash and cash equivalents.....     521      (1,662)
Cash and cash equivalents at beginning of period.........     801       2,489
                                                          -------      ------
Cash and cash equivalents at end of period............... $ 1,322      $  827
                                                          =======      ======










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


                                      6
<PAGE>
                               BETTIS CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    The financial  statements of Bettis Corporation  ("Bettis" or the "Company")
and its  wholly-owned  subsidiaries  are presented on a  consolidated  basis and
include all  adjustments,  consisting of normal  recurring  adjustments  and any
other  financial  adjustments,  considered  necessary by management for the fair
presentation  of  the  consolidated   financial   position  of  Bettis  and  its
subsidiaries  at  September  30,  1996  and the  consolidated  results  of their
operations for the three and nine months ended  September 30, 1996 and 1995, and
their cash flows for the nine months ended September 30, 1996 and 1995.

    All significant intercompany transactions and balances are eliminated.  This
presentation  is  consistent  with  the  accounting  policies  reflected  in the
financial  statements included in the Company's Annual Report on Form 10-K filed
with the Securities and Exchange Commission for the year ended December 31, 1995
and should be read in conjunction herewith.

2.  INVENTORIES

    At September 30, 1996 and December 31, 1995,  inventories  were comprised of
the following:

                                                      SEPTEMBER 30, DECEMBER 31,
                                                           1996        1995
                                                            (IN THOUSANDS)

    Raw materials and supplies......................... $16,392       $8,470
    Finished parts and sub-assemblies..................   2,759          627
                                                        -------       ------
                                                        $19,151       $9,097
                                                        =======       ======


                                        7
<PAGE>
                               BETTIS CORPORATION
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)

3.  LONG-TERM DEBT AND OBLIGATIONS

    Long-term  debt at September 30, 1996 and December 31, 1995 consisted of the
following:

                                                      SEPTEMBER 30, DECEMBER 31,
                                                           1996        1995
                                                            (IN THOUSANDS)

Note payable to bank, interest at 5.95% payable   
     through 1999....................................    $5,500     $ 7,000
Revolving credit facility, interest at prime rate 
     (8.25% at September 30, 1996) payable through 
     April 30, 1998..................................    22,100       1,000
Term loan to bank, interest at the Canadian prime 
     rate (6.5% at September 30, 1996) payable 
     through August 31, 2001.........................     1,835       2,107
Term loan to bank, interest at the Danish rate 
     (7.5% at September 30, 1996) payable through 
     March 28, 1998..................................       184           -
Capital lease obligations............................     2,098       2,374
                                                        -------     -------
                                                         31,717      12,481

    Less current maturities..........................    (2,730)     (2,583)
                                                        -------     -------
                                                        $28,987     $ 9,898
                                                        =======     =======

    On June 6,  1996,  the  credit  agreement  between  Bettis  and its bank was
amended to increase the revolving credit facility from $7,000,000 to $10,000,000
and to extend  the  maturity  date to April 30,  1998.  Funds  from the  amended
facility  were  used  for  the   acquisition  of  the  stock  of  Dantorque  A/S
("Dantorque").

    On July 8,  1996,  the  credit  agreement  between  Bettis  and its bank was
modified and restated.  The modified and restated credit  agreement allows for a
term loan facility,  a $30,000,000  revolving  credit  facility and a $2,000,000
foreign exchange facility. At September 30, 1996, the outstanding balance of the
term loan facility was $5,500,000, bears interest at the rate of 5.95% per annum
and matures on April 30, 1999. Principal in the amount of $500,000 plus interest
is payable  quarterly.  At September 30, 1996, the revolving credit facility had
an outstanding balance of $22,100,000.

    As collateral  for the modified and restated  credit  facility,  the Company
pledged substantially all of its assets in the United States and gave a security
interest in the stock of its foreign subsidiaries.  The credit facility contains
covenants  relating  to: a minimum  current  ratio;  a maximum  ratio of debt to
earnings before taxes, interest and depreciation;  a minimum tangible net worth;
a minimum fixed charge coverage  ratio;  and an annual maximum amount of capital
expenditures.  In addition,  the Company is prohibited from incurring additional
collateralized indebtedness with the exception of a permitted amount of purchase
money indebtedness. Interest is payable quarterly. The funds made available from
the  modified  and restated  credit  facility  were used to acquire the stock of
Prime  Actuator  Control  Systems Ltd.  ("Prime  UK"),  Prime  Actuator  Control
Systems, Inc. ("Prime US") and Shafer Valve Company ("Shafer").

4.  COMMITMENTS AND CONTINGENCIES

     The  Company is a  defendant  from time to time in various  civil  lawsuits
involving  normal  and  usual  claims  arising  in the  ordinary  course  of its
business.  In the opinion of management,  all such matters are either covered by
insurance  or  involve  amounts  such  that an  unfavorable  disposition  of the
proceedings  would not have a material effect on the  accompanying  consolidated
financial statements of the Company.


                                        8
<PAGE>
                               BETTIS CORPORATION
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)

5.  INCOME TAXES

    The  components  of pre-tax  earnings and the income tax  provision  were as
follows:

                                                 NINE MONTHS ENDED SEPTEMBER 30,
                                                        1996        1995
                                                          (IN THOUSANDS)

    Pre-tax earnings:
        Domestic..................................... $ 3,555     $ 2,439
        Foreign......................................     408         297
                                                      -------      ------
                                                      $ 3,963     $ 2,736
                                                      =======     =======
    Income tax provision (benefit):
        Current:
           U.S. Federal.............................. $ 1,227     $   868
           State.....................................     143          66
           Foreign...................................     499         186
                                                      -------      ------
                                                        1,869       1,120

        Deferred:
           U.S. Federal..............................     (84)        (43)
           Foreign...................................     (66)         14
                                                      -------      ------
                                                         (150)        (29)

    Total income tax provision....................... $ 1,719     $ 1,091
                                                      =======     =======


6.  EARNINGS PER SHARE

    At September 30, 1996, common stock outstanding aggregated 8,483,435 shares.
Primary  earnings  per  share  were  calculated  on the basis of  8,636,889  and
8,515,208 weighted shares for the nine months ended September 30, 1996 and 1995,
respectively.  Fully diluted earnings per share are not presented as the results
would not be materially different from primary earnings per share.

7.  ACQUISITIONS

    On June 7, 1996,  the Company  purchased  100% of the  outstanding  stock of
Dantorque for $3,000,000 in cash.  Dantorque is located in Esbjerg,  Denmark and
manufactures  a line of  actuators  used  principally  in  subsea  applications.
Dantorque's revenues in 1995 were approximately $3,000,000.

    On June 20, 1996,  the Company  purchased 100% of the  outstanding  stock of
Prime UK and Prime US for $4,000,000 in cash. Prime UK is located in Glenrothes,
Scotland and manufactures scotch yoke actuators. Prime US is located in Houston,
Texas and is the United States sales  operation for Prime UK. In 1995,  revenues
of Prime UK and Prime US were approximately $9,000,000.


                                        9
<PAGE>
                               BETTIS CORPORATION
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)

    On July 9, 1996,  the Company  entered into an agreement to purchase 100% of
the stock of Shafer located in Mansfield,  Ohio,  from Valley City Steel Company
for  $13,200,000  in cash.  Shafer  manufactures a line of rotary vane actuators
principally used in the oil and gas pipeline industry.  Shafer had 1995 revenues
totaling approximately $16,500,000.

    The pro forma  financial  information  with  respect  to the  aforementioned
acquisitions for the nine months ended September 30, 1996 and 1995, assuming the
above acquisitions had occurred on January 1, 1995, is as follows:

                                                      1996        1995
                                            (IN THOUSANDS, EXCEPT SHARE AMOUNTS)

           Net revenues............................ $62,136    $57,561
           Net earnings............................   1,207      1,603
           Earnings per common share...............     .14        .19


8.  PENDING MERGER

    On September 17, 1996, the Company entered into a definitive  agreement with
Daniel  Industries,  Inc.  ("Daniel")  providing  for  the  merger  of  the  two
companies.  Pursuant to the terms of the merger  agreement,  stockholders of the
Company  will  receive .58 shares of Daniel for each share of the  Company.  The
exchange ratio is fixed and will not be adjusted for changes in the market price
of either  company's  common stock.  The transaction  will be accounted for as a
pooling of interests.

    A  special  meeting  of the  stockholders  of the  Company  has been set for
December 12, 1996 to vote on the pending merger.


                                       10
<PAGE>
ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

NINE MONTH PERIOD ENDED  SEPTEMBER 30, 1996 AS COMPARED TO THE NINE MONTHS ENDED
SEPTEMBER 30, 1995

    Revenues  for the nine  month  period  ended  September  30,  1996  totalled
$52,114,000 as compared to $40,407,000  for the same period in 1995, an increase
of 29.0%.  Excluding the revenues of Shafer,  Dantorque,  Prime UK and Prime US,
acquisitions  of the Company made during the second and third  quarters of 1996,
revenues  increased by 11.7%.  The increase in revenues before  acquisitions was
due  principally to  strengthening  of the Company's  United States and European
operations.

    Gross  margin as a  percentage  of revenues was 33.1% and 34.6% for the nine
month  periods  ended  September  30,  1996 and 1995,  respectively.  The margin
decrease  was due  principally  to lower  margins  attributable  to the types of
products sold.

    Selling,  general and administrative expense increased by $1,395,000 between
the 1996 and 1995  periods due  principally  to  expenses of the newly  acquired
companies described above.

    Interest  expense for the nine months ended  September 30, 1996 increased by
$436,000 from the same period of 1995  principally  due to increased  borrowings
for the acquisitions noted above.

    The  effective  tax rates for the nine months ended  September  30, 1996 and
1995,  respectively,  were  43.4%  and  39.9%.  The  principal  reason  for  the
difference  between the statutory rate of 34% and the effective tax rate was the
effect of state income taxes and losses from operations at the Company's  French
subsidiary for which no tax benefit is available.

THREE  MONTHS  ENDED  SEPTEMBER  30, 1996 AS COMPARED TO THE THREE  MONTHS ENDED
SEPTEMBER 30, 1995

    Revenues  for the three month  period  ended  September  30,  1996  totalled
$22,300,000 as compared to $14,013,000  for the same period in 1995,  reflecting
an increase of $8,287,000,  or 59.1%. Excluding the revenues of the acquisitions
made during 1996 noted above, revenues of the Company increased by 10.5% between
the 1996 and 1995 periods.

    Gross margin as a  percentage  of revenues was 32.7% and 34.3% for the three
month  periods  ended  September  30,  1996 and 1995,  respectively.  The margin
decrease  was due  principally  to lower  margins  attributable  to the types of
products sold.

    Selling, general and administrative expenses increased by $1,293,000 between
the 1996 and 1995 periods.  Costs  attributable to the newly acquired  companies
were offset by reduced costs due to personnel  layoffs at the  Company's  French
operations.

    Interest  expense for the three months ended September 30, 1996 increased by
$473,000 from the same period in 1995  principally  due to increased  borrowings
incurred to acquire the new subsidiaries described above.

    The  effective  tax rate for the three months ended  September  30, 1996 and
1995, was 38.5%. The principal  reason for the difference  between the statutory
rate of 34% and the  effective tax rate was the effect of state income taxes and
the effect of the losses at the  Company's  French  subsidiary  for which no tax
benefit was available.


                                       11
<PAGE>
LIQUIDITY AND FINANCIAL CONDITION

    Cash  provided  by  operations  was  $2,204,000  for the nine  months  ended
September 30, 1996 as compared to cash provided from operations in the same 1995
period of $2,188,000.

    Working capital at September 30, 1996 was $17,465,000.  This was an increase
of $8,376,000  from December 31, 1995 and was due principally to the earnings of
the Company and the acquisitions made by the Company during the second and third
quarters of 1996.

    On June 7, 1996,  the Company  purchased  100% of the  outstanding  stock of
Dantorque for $3,000,000 in cash.  Dantorque is located in Esbjerg,  Denmark and
manufactures  a line of  actuators  used  principally  in  subsea  applications.
Dantorque's revenues in 1995 were approximately $3,000,000.

    On June 20, 1996,  the Company  purchased 100% of the  outstanding  stock of
Prime UK and Prime US for $4,000,000 in cash. Prime UK is located in Glenrothes,
Scotland and manufactures scotch yoke actuators. Prime US is located in Houston,
Texas and is the United States sales  operation for Prime UK. In 1995,  revenues
of Prime UK and Prime US were approximately $9,000,000.

    On July 9, 1996,  the Company  entered into an agreement to purchase 100% of
the stock of Shafer, located in Mansfield,  Ohio, from Valley City Steel Company
for  $13,200,000  in cash.  Shafer  manufactures a line of rotary vane actuators
principally used in the oil and gas pipeline industry.  Shafer had 1995 revenues
totaling approximately $16,500,000.

    On June 6,  1996,  the  credit  agreement  between  Bettis  and its bank was
amended to increase the revolving credit facility from $7,000,000 to $10,000,000
and to extend  the  maturity  date to April 30,  1998.  Funds  from the  amended
facility were used for the acquisition of the stock of Dantorque.

    On July 8,  1996,  the  credit  agreement  between  Bettis  and its bank was
modified and restated.  The modified and restated credit  agreement allows for a
term loan facility,  a $30,000,000  revolving  credit  facility and a $2,000,000
foreign exchange facility. At September 30, 1996, the outstanding balance of the
term loan facility was $5,500,000, bears interest at the rate of 5.95% per annum
and matures on April 30, 1999. Principal in the amount of $500,000 plus interest
is payable  quarterly.  At September 30, 1996, the revolving credit facility had
an outstanding balance of $22,100,000.

    As collateral  for the modified and restated  credit  facility,  the Company
pledged substantially all of its assets in the United States and gave a security
interest in the stock of its foreign subsidiaries.  The credit facility contains
covenants  relating  to: a minimum  current  ratio;  a maximum  ratio of debt to
earnings before taxes, interest and depreciation;  a minimum tangible net worth;
a minimum fixed charge coverage  ratio;  and an annual maximum amount of capital
expenditures.  In addition,  the Company is prohibited from incurring additional
collateralized indebtedness with the exception of a permitted amount of purchase
money indebtedness. Interest is payable quarterly. The funds made available from
the  modified  and restated  credit  facility  were used to acquire the stock of
Prime UK, Prime US and Shafer.

    Each of Bettis'  foreign  subsidiaries  has a credit facility with a bank in
the country in which its principal office is located. At September 30, 1996, the
aggregate  amount  of  loans  outstanding  under  these  credit  facilities  was
approximately $8,280,000.

    Capital expenditures for the nine month period ended September 30, 1996 were
$924,000.  Bettis anticipates that capital  expenditures during the remainder of
1996  will be  approximately  $2,500,000.  The  Company  expects  to fund  these
expenditures and all working capital  requirements through funds from operations
and borrowings under its revolving lines of credit.


                                       12
<PAGE>
PART II. OTHER INFORMATION

ITEM 6. Exhibits and reports on Form 8-K

     (a) Exhibits: 10.1  Agreement and Plan of Merger by and among Daniel 
                         Industries, Inc., Blue Acquisition Inc. and Bettis 
                         Corporation dated September 17, 1996.

                   11.1  Computation  of  Earnings  Per Common  and Common  
                         Equivalent Shares for the nine months ended 
                         September 30, 1996 and 1995.

                   11.2  Computation  of  Earnings  Per Common  and Common 
                         Equivalent Shares for the three  months  ended 
                         September  30,  1996 and 1995.

    (b) The  following  Form 8-K's were filed by the Company  during the quarter
        ended September 30, 1996:

                      1) Form 8-K dated July 5, 1996 reporting acquisition of 
                         all the outstanding stock of Prime Actuator Control    
                         Systems, Ltd. and Prime Actuator Control Systems, Inc.

                      2) Form 8-K/A dated September 3, 1996 reporting financial 
                         information of Prime Actuator Control Systems Ltd. and 
                         Prime Actuator Control Systems, Inc.

                      3) Form 8-K dated July 23, 1996 reporting acquisition of
                         all the outstanding stock of Shafer Valve Company.

                      4) Form 8-K/A dated September 23, 1996 reporting financial
                         information of Shafer Valve Company.


                                       13
<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.

                                             BETTIS CORPORATION
                                               (REGISTRANT)



Date: November 14, 1996              By:     /S/ Wilfred M. Krenek
                                     ------------------------------------
                                     WILFRED M. KRENEK, VICE PRESIDENT,
                                     AND CHIEF FINANCIAL OFFICER
                                    (PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER)


                                         14
<PAGE>
                                                                  EXHIBIT 11.1

                               BETTIS CORPORATION
     COMPUTATION OF EARNINGS PER COMMON AND COMMON EQUIVALENT SHARES FOR THE
                  NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
               (IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
                                   (UNAUDITED)

                                                           1996         1995

Computation of primary earnings per common share:
Net earnings applicable to common stock.................  $  2,244   $  1,645
                                                          ========   ========

Weighted average number of common shares outstanding.... 8,483,435  8,480,235
Common shares issuable from stock option plans..........   770,000    490,000
Less:  shares assumed repurchased with proceeds.........  (616,546)  (455,027)
                                                          --------   --------
Common and common equivalent shares outstanding......... 8,636,889  8,515,208
                                                         =========  =========

Primary earnings per common share....................... $     .26  $     .19
                                                         =========  =========


Computation of earnings per common share assuming full dilution:
Net earnings applicable to common stock assuming full 
  dilution. ............................................ $   2,244  $   1,645
                                                         =========  =========

Weighted average number of common shares outstanding.... 8,483,435  8,480,235
Common shares issuable from stock option plans..........   770,000    490,000
Less:  shares assumed repurchased with proceeds.........  (601,579)  (447,210)
                                                          --------   --------
Common and common equivalent shares outstanding
    assuming full dilution.............................. 8,651,856  8,523,025
                                                         =========  =========

Fully diluted earnings per common share................. $     .26  $     .19
                                                         =========  =========



<PAGE>
                                                                  EXHIBIT 11.2

                               BETTIS CORPORATION
     COMPUTATION OF EARNINGS PER COMMON AND COMMON EQUIVALENT SHARES FOR THE
                 THREE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
               (IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
                                   (UNAUDITED)

                                                             1996         1995

Computation of primary earnings per common share:
Net earnings applicable to common stock.................   $ 1,163      $   672
                                                           =======      ========

Weighted average number of common shares outstanding.... 8,483,435    8,480,235
Common shares issuable from stock option plans..........   770,000      490,000
Less:  shares assumed repurchased with proceeds.........  (571,151)    (423,176)
                                                          --------     --------
Common and common equivalent shares outstanding......... 8,682,284    8,547,059
                                                         =========    =========

Primary earnings per common share....................... $     .13    $     .08
                                                         =========    =========


Computation of earnings per common share assuming 
     full dilution:
Net earnings applicable to common stock assuming full
      dilution. ........................................ $   1,163    $     672
                                                         =========    =========

Weighted average number of common shares outstanding.... 8,483,435    8,480,235
Common shares issuable from stock option plans..........   770,000      490,000
Less:  shares assumed repurchased with proceeds.........  (539,263)    (414,897)
                                                         ---------    ---------
Common and common equivalent shares outstanding
    assuming full dilution.............................. 8,714,172    8,555,338
                                                         =========    =========

Fully diluted earnings per common share................. $     .13    $     .08
                                                         =========    =========