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                               UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                 FORM 10-K
(Mark One)
[X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934

                  For the fiscal year ended June 30, 1997

                                     OR

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


                       Commission file number 1-6179

                            THIOKOL CORPORATION
Incorporated in the State of Delaware          IRS Employer Identification
                                                      No. 36-2678716
                        Principal Executive Offices
                2475 Washington Boulevard, Ogden, Utah 84401
                      Telephone Number: (801) 629-2000

Securities registered pursuant to Section 12(b) of the Act:

 Title of Each Class                                  Name of Each Exchange
 Common Stock, par value                                on Which Registered
    $1.00 per share                                 New York Stock Exchange
Common Stock Purchase Rights                         Chicago Stock Exchange

     Indicate by check mark if disclosure of delinquent  filers pursuant to
Item  405 of  Regulation  S-K is not  contained  herein,  and  will  not be
contained,  to the best of registrant's  knowledge,  in definitive proxy or
information  statements  incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. X

Securities registered pursuant to Section 12(g) of the Act: NONE

     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 than 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

     Aggregate   market  value  of   Registrant's   voting  stock  held  by
non-affiliates,  based upon the closing price of said stock on the New York
Stock  Exchange-Composite  Transaction Listing on August 29, 1997, ($79.625
per share): $1,455,933,889

     Number of shares of Common  Stock  outstanding  as of August 29, 1997:
18,284,884

                    DOCUMENTS INCORPORATED BY REFERENCE

1. Portions of Annual Report to Stockholders for the fiscal year ended June
30, 1997: Parts I, II, and IV.

2. Portions of definitive  Proxy Statement dated September 12, 1997:  Parts
III and IV.

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<PAGE>


                                  PART I

ITEM 1. BUSINESS
----------------

     Thiokol   Corporation  (the  "Company")   manufactures   solid  rocket
propulsion systems and related products,  ordnance, flares, gas generators,
and actuators,  and provides services for the aerospace and defense markets
and specialty fastening systems for aerospace and industrial  applications.
Founded in 1930,  Thiokol  Corporation and its successor,  Thiokol Chemical
Corporation (old Thiokol), operated in various corporate forms until merged
in 1982 with  Morton-Norwich  Products,  Inc., and operated thereafter as a
division of Morton  Thiokol,  Inc. After the 1989 spin-off of the specialty
chemicals,  salt,  and  automotive-restraint  businesses to a  newly-formed
publicly-traded   company,   Morton  International,   Inc.,  the  Company's
aerospace  and  defense   business   operated   independently   as  Thiokol
Corporation.  In 1991,  the Company  acquired the aerospace and  industrial
fastener business of Huck Manufacturing  Company. The Company operates this
fastening  systems  segment of the business as a  wholly-owned  subsidiary,
Huck International,  Inc. ("Huck").  Huck acquired the threaded lock bolts,
locknuts,  and related  product  line  assets of the Deutsch  Manufacturing
Company in 1994 and  acquired  the assets of  Automatic  Fastener  Company,
manufacturer of blind fasteners for automotive and industrial applications,
in January 1995. The Company  established  the Defense and Launch  Vehicles
Division in 1995 reflecting the consolidation of certain of its defense and
solid  propulsion  product  lines.  During  fiscal  year 1997,  the Company
consolidated its Space Defense and Launch Vehicle Divisions and Science and
Engineering  into a  single  operating  unit,  the  Propulsion  Group.  The
Company's management and operations at the government-owned Army ammunition
plants in Texas and Louisiana have been discontinued.

     During fiscal year 1996,  the Company and The Carlyle Group, a private
merchant investment firm (ACarlyle"), formed a jointly-owned company, Blade
Acquisition Corp.  (ABlade").  The Company owns 49 percent and Carlyle owns
51 percent of the outstanding  Blade voting common stock. In December 1995,
Blade  completed the  acquisition  of Howmet  Corporation  ("Howmet").  The
Shareholders'  Agreement  between  the Company  and  Carlyle  provides  the
Company  with  a  call  option,  exercisable  during  a  three-year  period
commencing  the third year from the Closing  Date  (December  13,  1998) to
purchase all of the voting common stock of Blade owned by Carlyle. The call
option price is set by a purchase price valuation  process set forth in the
Shareholders'  Agreement  or by  negotiation.  The  Company's  decision  to
exercise  its option to acquire  the Howmet  shares  will be  dependent  on
various factors including financial and operating performance, condition of
the financial markets and the applicable valuation. The Company and Carlyle
could also agree on alternatives  for the Company to increase its ownership
in  Blade.  The  Shareholders'  Agreement  contains  a  change  in  control
provision  which  provides the Company the right to accelerate the exercise
of the call option in the event of a change of control of  Carlyle.  In the
event of a change of  control  of the  Company  as  defined by terms of the
Shareholders'

                                     1

<PAGE>

Agreement, the Company may effectively lose the call option.

Equity Investment in Howmet
---------------------------

     Howmet is a manufacturer of investment  castings for aircraft  turbine
engines and  components  and  industrial  gas turbine  engines.  The Howmet
Cercast  Group  is a  producer  of high  quality  aluminum  and  investment
castings  used  in  the  defense   electronics  and  commercial   aerospace
industries.

     Howmet's  aerospace  castings  consist  of super  alloy  and  titanium
castings for aircraft  turbine  engines and structural  airframe and engine
applications.  Products  include  airfoils  consisting of blades  (rotating
foils) and vanes (non-rotating  foils) as well as integral castings such as
turbine rotors and nozzle rings for smaller engines involving an entire set
of blades and  related  components  cast  together.  Structural  components
include support components of engines such as engine castings,  frames, and
bearing housings and other airframe components. Howmet's aerospace castings
are designed and manufactured for commercial and military  applications and
sold  to  original   equipment   aircraft   manufacturers  and  aftermarket
customers.

     Industrial gas turbine products consist of airfoils  (including moving
blades and  stationery  vanes) for gas turbines  used for power  generation
primarily  by  the  electric   utility   industry  and   mechanical   drive
applications for industrial and pipeline operations, oil and gas processing
and offshore drilling.

         Howmet's Cercast subsidiary  produces aluminum investment castings
for the  commercial  aerospace and defense  markets.  Applications  include
electronic packaging,  electro-optical system housings, engine parts, pumps
and compressors.

     Howmet also provides  products and services to third parties including
machining  components,  component coating and specialty alloys. Howmet also
participates  in a  joint  venture  in  Japan  with  Komatsu  manufacturing
investment  cast  components  for  industrial  gas  turbine  and  aerospace
customers primarily in Japan and other Asian countries.

     Howmet's  aerospace  castings  represent  52%;  Industrial gas turbine
castings 33%; and aluminum castings 8% of its revenues.  Howmet's principal
customers are General Electric, Pratt & Whitney Aircraft Division of United
Technologies Corporation,  Allied Signal, Inc., Rolls Royce plc and SNECMA,
S.A. Sales to the top ten customers represent approximately 60% of Howmet's
sales.

     Howmet's major investment  casting  competitor is Precision  Castparts
Corp.   ("PCC").   Howmet  competes  with  PCC  and  others   primarily  on
technological  sophistication,  quality,  price,  service and  delivery for
orders from  large,  well-capitalized  customers  with  significant  market
power.  Superalloy  castings  represent a  substantial

                                     2

<PAGE>

cost  component  to  Howmet's  and  its  competitor's   customers  who  are
increasingly   focused  on  reducing  costs  and  responding  to  increased
competition in their markets.  Howmet's major  customers for these castings
are intensely price competitive with each other, and this price competition
increases their incentives to reduce costs from their  suppliers.  Aluminum
casting manufacturers also compete on the basis of price.

     Howmet,  based in Greenwich,  Connecticut,  generated  annual sales of
$1.2  billion  in the  twelve-month  period  ended  June 30,  1997.  Howmet
operates 27 manufacturing  facilities located in the United States, Canada,
France,  the United  Kingdom  and Japan and  employs  approximately  10,000
people  worldwide.  Howmet  operates a research  and  development  facility
employing 170 people in Whitehall, Michigan.

Business Segments
-----------------

     The Company  operates in two  business  segments:  (i) the  Propulsion
Group; and (ii) Fastening Systems.  This business segmentation reflects the
Company's  consolidation of its Space, Defense and Launch Vehicle divisions
and Science and Engineering unit into one business segment,  the Propulsion
Group, during fiscal year 1997.

     Propulsion  Group.  The  propulsion  segment  consists of solid rocket
propulsion  systems and related  products,  research  and  development  and
launch   support   services   for  the  National   Aeronautics   and  Space
Administration  ("NASA"),   Department  of  Defense  and  commercial  space
applications. Such systems include the Reusable Solid Rocket Motor ("RSRM")
used for NASA's Space Shuttle.  The current Buy III Space Shuttle  contract
awarded to the Company in 1991 to build 142 solid rocket motor boosters for
the NASA Space Shuttle  program has  approximately  $700 million  remaining
through its  projected  completion  date in fiscal  year 2001.  The Buy III
contract is a Acost plus award fee" contract with an award fee based on the
degree of the  Company's  success,  as rated by NASA,  of meeting  contract
standards  relating to program  safety,  management,  reliability,  quality
assurance,  delivery,  and hardware flight performance on the contract. The
Company   also   receives  a   cost-incentive   fee  for  meeting   certain
predetermined  cost-reduction  targets. The delivery rate and the Company's
contract  accrual  rate for  financial  statement  purposes  are subject to
continuing NASA funding,  NASA's Shuttle flight scheduling (currently seven
flights per year), and program performance. The NASA contract is subject to
termination  for  convenience  by the federal  government  with the Company
retaining  such rights of recovery for costs and  expenses  provided by the
government  procurement  laws  and  regulations,  and  contract  terms  and
conditions.  NASA is  reorganizing  the  Shuttle  program  under  one prime
contractor,  United Space Alliance, to manage many of the program functions
now managed by NASA. Such restructuring will occur over a transition period
of  several  years.  The  Company's  position  as a  contractor  to NASA is
expected  over  time to shift to the role of a  subcontractor  to the prime
contractor,

                                     3

<PAGE>

although there can be no assurance  that such shift will occur.  Currently,
the Company is the only  qualified  manufacturer  of the RSRM.  The Company
believes  the time and cost to qualify a second  source of supply  would be
prohibitively  expensive in light of declining government  expenditures for
the space program.  After  completion of the Buy III contract,  the Company
anticipates  continuing  participation in the Shuttle program under the Buy
IV contract,  the terms of which are to be negotiated.  The Company expects
NASA to issue a request for proposal  for the Buy IV contract  during early
fiscal year 1998.  The Company  expects to submit its  proposal  during the
second half of 1998 with  negotiations  following in fiscal year 1999.  The
Company retains  certain  Shuttle RSRM solid rocket motor launch  oversight
activities at the Kennedy Space Center.

     The  Company's  family of CASTOR  solid  rocket  motors is used in the
first and second  stages of a number of expendable  launch  vehicles and as
strap-on  boosters for medium and heavy lift  vehicles for space,  defense,
and commercial applications.

     The Company's  CASTOR 120 motor,  designed as a low-cost 120,000 pound
class motor for the small launch vehicle  market,  has been selected as the
propulsion  system for the Lockheed  Launch Vehicle ("LLV") and the Orbital
Science  Taurus launch  vehicle.  The Company is under  contract to provide
nine CASTOR 120 motors to Lockheed/Martin Aeronautics for its LLV family of
launch  vehicles and three motors to Orbital  Science.  During  fiscal year
1998, five CASTOR 120 motor launches are planned.

     The CASTOR IVA motor is designed with 110,000 pounds of thrust for use
as a strap-on booster.  The Company currently has orders for the production
of 88 motors for  Lockheed/Martin  Aeronautics  for the Atlas IIAS program,
which also has  options to purchase 32  additional  CASTOR IVA motors.  The
Company's  CASTOR IVB motors  equipped with thrust vector  control  deliver
100,000  pounds of thrust  and have been  selected  to  support  the United
States Department of Defense's Target Critical Measurement Program, and the
Spanish government Capricornio launch vehicle program. The Company received
federal government  regulatory clearance and license to export CASTOR motor
and case technology in support of the Japanese HII-A launch vehicle. During
fiscal  year 1997,  there  were four  successful  CASTOR IV motor  flights,
including flights on the Atlas IIAS program. During fiscal year 1998, seven
commercial flights and one NASA flight are planned.

     The Company's  family of STAR motors  provides upper stage  propulsion
systems  for a number of  launch  vehicle  systems.  The STAR  motors  also
provide   satellite   positioning  for  space,   defense,   and  commercial
applications.   During  fiscal  year  1997,   the  Company's   STAR  motors
successfully   completed  22  missions  including  the  Global  Positioning
Satellites,  Korea Sat, and  INMARSAT.  The  Company's  propulsion  and gas
generator inflated airbags products were successfully  deployed on the Mars
Pathfinder mission.

                                     4
<PAGE>

     For  strategic  and  tactical  markets,  the Company  produces,  or is
otherwise a qualified producer, of a number of propulsion-related  programs
and products.  Major strategic programs include a joint venture arrangement
with Alliant Technologies, Inc., which was restructured and consolidated by
the Navy  during  1995 to  produce  the first,  second and third  stages of
United States Navy submarine  launched Trident II missile  systems.  During
fiscal year 1997, program  qualification test motor firings were conducted,
and  production  motors  are being  delivered.  The  Company  utilizes  the
percentage  of  completion  method to  recognize  sales and profits on this
cost-plus  incentive type contract.  Profit  recognition under the contract
includes  the  Company's  and its  partner's  estimate of their  respective
performances on such contract.  The Trident  production rate is expected to
decline  significantly,  thereby  reducing sales and  profitability  of the
program.

     The  Company is  positioned  as the lead  propulsion  supplier  on the
Alliant Tech Systems and TRW program teams,  as prime  contractor,  for the
Minuteman  propulsion  replacement  program  to extend  the life of the Air
Force  Minuteman  ICBMs.  The success of this  program is  dependent on the
level of START treaty ICBM reductions and government  funding.  The Company
also  participates  in the  Trident II and  Minuteman  Technical  Insertion
programs.  The Company  remains a qualified  supplier with modest levels of
activity on the HARM, MK66 and Harpoon programs.

     The Company's  Propulsion  Group also  manufactures  gas generants for
space, defense and commercial applications; visible and infrared flares and
demilitarization  technology  has been  developed for both liquid and solid
propulsion systems.

     The  Company  continues  work  on a  number  of  product  developments
including  support  work on a  heavy-lift  launch  vehicle  system,  hybrid
propulsion,  booster  technologies,  propellant,  and nozzle technology for
Theater Missile Defense  applications.  Development  work continues in both
solid and liquid  explosives  technologies for both commercial and military
applications.  Present  technology  used in conjunction  with the Company's
propulsion  motor  case  is  being  developed  and  tested  for  commercial
applications.  The Company's TCR Composites Division has been organized for
the commercial  development  of a lower cost carbon fiber resin  technology
used for structural and recreation applications.  Through a joint technical
development  agreement,  the  Company  works  with  Autoliv  (formerly  the
Automotive  Safety  Products  Division  of  Morton  International)  on  the
development  of  non-sodium   azide  gas  generant   airbag  and  initiator
technology.  The Company's  Propulsion  Group  maintains  ongoing  research
projects funded under various Company, commercial, and government programs.
Federal export laws, controls, and regulations impact or otherwise restrict
the export of the Company's propulsion products and technical knowledge.

     Loading  operations  managed by the  Company  under  contract  for the
Army-owned  ammunition  facilities  near  Marshall,  Texas and  Shreveport,
Louisiana were discontinued during fiscal year 1997.

                                     5

<PAGE>

     Fastening  Systems.  The  fastening  systems  segment  consists of the
development,  production,  and sale of threaded and non-threaded  fasteners
consisting of lock bolts, blind bolts, locknuts,  blind rivets, cap screws,
and product installation tooling.  Fasteners and fastening systems are sold
to customers directly by the Company and through a distribution  network in
both domestic and foreign markets. The fasteners are manufactured from high
strength  metal and metal alloys and are sold under various trade names and
trademarks to aerospace and industrial  markets for original  equipment and
other market use.  Product  installation  tooling is also  manufactured and
marketed to provide customers complete fastener  installation  systems. The
aerospace  market  consists  of  both  commercial  and  military  aerospace
manufacturing   companies,   domestic   and   foreign.   Customer   product
qualification  required by domestic and foreign regulatory agencies such as
the Federal Aviation Administration as to plant and product quality and lot
traceability  is  important  for the  aerospace  market  acceptance  of the
Company's  fasteners.  The Company's fasteners have been qualified by major
domestic and foreign aerospace companies in order for such customers to use
such fasteners in original  equipment and  aftermarket  aircraft  products.
Principal  domestic  and foreign  industrial  markets  include  automotive,
truck, trailer, railcar, and mining applications. The construction industry
utilizes   the   Company's   fastening   systems  for  certain   structural
applications such as bridges and building columns.

Competition
-----------

     Propulsion  Group.  The  Company is the sole  source  supplier of RSRM
solid rocket motors, the only domestic human-rated solid rocket propulsion,
for NASA's Space Shuttle  program.  The Shuttle Buy III contract was placed
directly by NASA. The Company, as the only qualified supplier for the RSRM,
does  not  compete  with  other   manufacturers.   The   Company,   Alliant
Technologies,  Inc., and the CSD Division of United Technologies,  Inc. are
the major  suppliers of heavy-lift  solid  propulsion  launch  vehicles for
space and strategic  applications  and are competitive with each other with
regard to medium,  light, and strap-on launch vehicles for commercial space
applications. Both foreign governments and foreign private enterprises have
solid  rocket  propulsion  systems   competitive  with  propulsion  systems
manufactured by the Company. Liquid propulsion systems and excess strategic
ballistic   missile   inventory  may  be  competitive  with  the  Company's
propulsion  systems,  especially in the commercial  launch  market.  Liquid
propulsion  systems that may be competitive  with the RSRM are under study,
but are not yet  developed.  For  Propulsion  Group products other than the
RSRM  solid  rocket  motors  sold  to the  federal  government  or  federal
government prime contractors,  the primary method of competition is through
the Company  responding  to a request for proposal or complying  with other
government procurement procedures under federal acquisition  regulations in
competition  with  others.  Commercial  launch  vehicle  products  are sold
primarily  through  responding to the terms and conditions of a request for
proposal or negotiated contracts in

                                     6

<PAGE>

competition with others.  Principal competitive factors are cost, technical
performance,  quality,  reliability,  depth and capability of personnel and
adequacy  of  facilities.  Except for the  sole-sourced  RSRM solid  rocket
motor,  the Company's  propulsion  products are sold  primarily on basis of
price. Reductions in Department of Defense expenditures, the decline in the
availability  of new  programs,  and lower  quantities  being  procured for
strategic  and  tactical  solid rocket motor  programs  have  substantially
increased  the  competitive  pressure  for these  products.  The  Company's
competitive  strength  is  also  affected  by  the  technical  performance,
quality,  and reliability of its solid propulsion products for space launch
applications.  The  Company's  propulsion  systems,  services  and  related
products are competitive  with Alliant  Technologies,  Inc.,  CSD,  Aerojet
Division  of Gen  Corp.,  and the ARC  Division  of Sequa  Corporation  and
various liquid propulsion systems.

     Fastening  Systems.  Fastening systems are manufactured by a number of
competitors  with  no one  manufacturer  having  a  major  position  in the
aerospace or industrial  fastener  markets.  Alternative  fastening methods
compete with the  Company's  threaded and  non-threaded  fastener  systems.
Competition for orders from aerospace original  equipment  manufacturers is
often  dependent on customer  qualification  of the Company's  fasteners as
required by government regulations. The Company's fastening system products
compete  not only on price,  but also  product  quality  and the  Company's
ability  to  provide  customer  service  and  delivery.  Fastening  systems
applications and tooling help differentiate the Company's fastening systems
products from those of its competitors.  Aerospace fastener  competition is
primarily  through  responding  to  requests  for  proposals  made by major
aerospace  contractors and  distributors  and purchase  orders.  Industrial
fastener competition is primarily through requests for proposals,  purchase
order quotations and negotiated  contracts in competition with others.  The
Company's  fastening  systems  compete on  quality,  delivery,  price,  and
ability  to  provide  customer  fastening  installation  solutions  through
specific-purpose tooling and fasteners. The Company maintains a proprietary
patented  position  for certain of its fastener  designs for which  certain
limited  licenses  have been  granted  to  competitors.  The  Company  also
manufactures certain fasteners under licenses from competitors.

Research and Development
------------------------

     Company-sponsored  research and development  activities  relate to new
products and services and  improvement  of existing  products and services.
The Company's R&D cost was $12.5 million,  $13.3 million, and $15.0 million
and  represented  1.4 percent,  1.5 percent and 1.6 percent of revenues for
fiscal years 1997,  1996, and 1995,  respectively;  the amount spent during
the   same   periods   for    customer-sponsored    R&D   (primarily   U.S.
government-funded)  was $75.7 million,  $56.6  million,  and $25.1 million,
respectively.

                                     7
<PAGE>

Environmental Matters
---------------------

     Compliance with federal,  state, and local environmental  requirements
with respect to the  Company's  facilities,  including  formerly  owned and
operated  facilities,  while having the potential to be a significant  cost
and  liability,  are not at this time  expected to have a material  adverse
effect  on the  Company's  financial  condition  or  upon  the  competitive
position  of the  Company or its  subsidiaries.  Capital  expenditures  and
amounts expensed relating to environmental  matters  respectively were $1.1
million and $6.6 million for fiscal year 1997 and are  estimated to be $1.3
million and $7.0 million for fiscal year 1998, although no assurance can be
given as to the  exact  amount.  The  Company  will  report  "Environmental
Remediation  Liabilities"  under the American Institute of Certified Public
Accountants  Statement of Position  96-1 for fiscal year 1998.  The Company
does not expect the change in such accounting  recognition of environmental
liabilities to have a material  impact on the Company's  existing  recorded
liabilities.  The Company maintains ongoing programs for environmental site
evaluations,  continues its cooperation  with federal and state agencies in
site investigations, and engages in environmental remediation activities of
its sites and sites of third parties where appropriate.

     The  Company is  involved  with two  Environmental  Protection  Agency
("EPA")  superfund sites designated under the  Comprehensive  Environmental
Response,  Compensation  and  Liability Act in Morris  County,  New Jersey.
These  sites  were  operated  about  thirty  years ago by the  Company  for
government  contract work. The Company has negotiated a consent decree with
the EPA concerning the Rockaway  Borough Well Field Site. At this site, the
Company's  estimated cost for response costs, site remediation,  and future
operation and maintenance costs is $6.2 million of which approximately $0.8
million  will be spent  during  fiscal  year  1998.  In 1996,  the  Company
negotiated  a consent  decree with the State of New Jersey for the Rockaway
Township Well Field Site. At this site,  the Company's  estimated  cost for
response costs,  site  remediation,  and future  operations and maintenance
costs is $5.1 million of which  approximately $0.5 million will be spent in
fiscal year 1998.

     During  fiscal  year 1996,  the  Company  settled a third  party claim
covering  environmental issues at the Woodbine,  Georgia,  site operated by
the  Company  from  1963 to 1976.  Under the  terms of the  agreement,  the
Company  paid $0.4  million  for past  costs  incurred  by the third  party
relating to ownership of the site.  The Company is also  investigating  and
remediating certain solid waste management units related to past operations
conducted  by the Company at this site.  The third party  retains all other
environmental liability for the site. The total estimated investigation and
remediation  costs  for the site is  approximately  $0.6  million  of which
approximately $0.2 million will be spent in fiscal year 1998.

     The Company  estimates  that the  eventual  cost for site  remediation
matters known at this time,  before any recoveries from insurance and third
party  contributions

                                     8

<PAGE>

by other  responsible  parties  including the federal  government,  will be
approximately $21 million.  The Company has established a receivable in the
amount  of  $2.3  million  for  expected   reimbursement  or  recovery  for
environmental claims, costs and expenses from third parties,  including the
federal government.  During fiscal years 1997 and 1996, the Company settled
outstanding  environmental  liability  claims with  insurance  carriers and
received  payments of $9.5 million from such carriers of which $5.3 million
was used to settle  reimbursement  claims with the federal  government  for
fiscal years 1990 through 1996.  The Company's  policy and  accounting  for
environmental  matters is set forth in Note 1 and Note 12 of the  Company's
consolidated   financial  statements.   The  Company  believes  that  after
recoveries from third parties and the federal government, any net liability
for which it may ultimately be  responsible in excess of amounts  currently
accrued,  would not be material to the  Company's  financial  condition and
results of operations.

     The Company has negotiated an agreement with the federal government to
recover  certain  environmental  costs and expenses  incurred in connection
with the  performance  of  government  contracts in the forward  pricing on
certain of the Company's government contracts.

Employees
---------

     The  approximate  number of employees of the Company on June 30, 1997,
was 5,300 compared to 5,900 on June 30, 1996.  Propulsion  Group employment
at June 30, 1997 was approximately 3,500 compared to approximately 4,000 at
June 30, 1996. Fastening Systems employment was approximately 1,500 on June
30, 1997,  compared to  approximately  1,600 on June 30, 1996.  The reduced
employment level for the Propulsion  Group reflects  reductions as a result
of consolidating the Space and Defense, Launch, and Science and Engineering
groups and discontinued operations at the Army Ordnance operations in Texas
and Louisiana.  Fastening  Systems'  employment  levels reflect  production
efficiencies  being achieved as the result of manufacturing  reorganization
and consolidations.

Raw Materials
-------------

     Although  most of the raw  materials  used by the  Company are readily
available,  certain  key raw  material  suppliers  (such  as  suppliers  of
propellant raw materials and nozzle and case component  materials)  must be
approved by the federal government.  With a limited number of such approved
suppliers,  delivery of these  materials could be disrupted at the supplier
level at any time and have a  material  adverse  impact on  production  and
delivery  schedules until government  approval of alternative  suppliers is
obtained.  The Company has  received  notification  that a major  qualified
manufacturer  of rayon,  a material  used in propulsion  motor cases,  will
discontinue production.  The Company believes it has a sufficient inventory
of material to meet current production demand until a replacement source of
material is qualified.


                                     9


<PAGE>

Seasonality
-----------

     The business of the Company is not subject to seasonal fluctuations.

Patents and Trademarks
----------------------

     The Company has approximately 400 patents and patent applications,  of
which 300 relate to the Propulsion Group business  segment,  and 100 relate
to the Fastening Systems segment. As a government  contractor,  the Company
conducts  independent  research  and  development  ("IR&D") to enable it to
maintain its competitive  position.  Research and development  work is also
performed under  contracts with the Department of Defense,  NASA, and other
government agencies.

     Approximately   ninety  percent  of  the  Company's   patents  in  the
Propulsion Group business segment were developed under  Company-funded IR&D
related  budgets.  The Company has full  ownership  interest in its patents
developed under these budgets and lesser rights in the patents it developed
under Contract R&D programs.

     The  Propulsion  Group  business  segment  patents have the  following
remaining duration:  approximately seventy-five percent of the patents have
a duration of more than 10 years;  twenty  percent,  5-10  years;  and five
percent,  less than 5 years.  Patent coverage  includes  propulsion  system
design,  case, nozzle, and propellants.  Patents also cover gas generators,
ordnance, flare-related products, and the Company's fiber resin technology.
Patents  cover  non-sodium  azide gas generant  technology  used by Autoliv
pursuant to agreements  with the Company.  Under contracts with the federal
government, licenses have been granted to the government for limited use of
certain patented technology.

     Fastening  Systems  segment  patents  have  the  following   remaining
duration:  approximately  fifty  percent of the patents  have a duration of
more than 10 years;  thirty  percent,  5-10 years;  and twenty percent less
than 5 years. Major aerospace  fastening systems covered by patents include
a lightweight grooved  proportional lock bolt and the "Unimatic" blind bolt
rivet.  Major  industrial  fastening  systems  covered by  patents  include
"Huck-Fit" lock bolts,  "Magna-Lok" blind rivets,  AUltra-Twist"  blindbolt
for box beam  construction  applications and  "Magna-Grip"  lock bolts with
patent lives  remaining of more than five years.  Certain of the  Company's
fastener products are manufactured under licenses from competitors.

     Although the Company believes that its present competitive position is
enhanced  by  its  patents  and  its  technical  expertise,   know-how  and
proprietary  information,  no  individual  patent  or group of  patents  is
material to the conduct of the business of the Company.

     Trademarks are important for product  identification  in the fastening
systems

                                    10

<PAGE>

segment  of  the  business,  but  are  not  significant  to  the  Company's
propulsion business.

Customers
---------

     The  customers  of the  Propulsion  Group are  primarily  the  federal
government  and  its  prime  contractors  and  subcontractors.   Commercial
propulsion  customers,  primarily  in the light and medium  launch  vehicle
market,  are being  developed,  but are not yet  material to the  Company's
customer base. Federal government  contracts and subcontracts  entered into
by the Company are by their terms subject to  termination by the government
or the prime contractor  either for convenience or default.  Such contracts
are also subject to funding  appropriations by Congress.  Since the federal
government provided,  directly and indirectly,  approximately sixty percent
of  the  Company's  revenues  in  fiscal  year  1997,  the  termination  or
discontinuance  of funding of a substantial  portion of such business would
have a material adverse effect on its operations.  No single non-government
customer  is material to the overall  business  conducted  by the  Company.
Fastening systems  customers  consist of industrial and aerospace  original
equipment  manufacturers  and distributors,  domestic and foreign.  Foreign
customers  and a foreign sales base are still  developing,  but are not yet
material to the Company's customer and sales base.

Backlog Orders
--------------

     The Company's  backlog of propulsion  systems orders on June 30, 1997,
and June 30, 1996,  was $1.1 billion and $1.4  billion,  respectively.  The
NASA Space  Shuttle  solid  rocket  motor  booster  and  related  contracts
comprise  approximately  58 percent of the  backlog.  It is  expected  that
approximately 51 percent of the orders in backlog on June 30, 1997, will be
completed by June 30, 1998;  and the remainder  thereafter  through  fiscal
year 2000.  The backlog  represents  the value of contracts for which goods
and services are to be provided and includes  approximately $530 million in
government contracts for which funds have been approved. Although contracts
can be changed or  canceled,  the  backlog is  believed  to consist of firm
contracts.  The  Company  does  not  believe  that  a  material  change  or
cancellation of a single contract (other than the RSRM) would be materially
significant  to  its'  business.   The  contract   backlog  consists  of  a
combination  of  cost-plus  award  fee,   cost-plus  fixed  fee,  cost-plus
incentive fee, fixed price  incentive fee, and firm fixed price  contracts.
The Company's  fastening systems backlog was approximately  $117 million on
June 30, 1997.


ITEM 2.   PROPERTIES

     The  Company  operates   manufacturing,   research,   and  development
facilities  at  ten  locations,   and  administrative  and  sales  offices,
warehouses,  and  service  centers  worldwide.  The Company  considers  its
manufacturing  facilities,  warehouses,  and  other  properties  to  be  in
generally  good  operating   condition  and  suitable  for  their  intended



<PAGE>

                                    11
purposes.  Facilities  are  considered  adequate and sufficient to meet the
operating  needs of the  Propulsion  Group and Fastening  Systems  business
units.  All  Company-owned  property  is held in fee with no  encumbrances.
Company  leased  property  obligations  are  set  forth  in  Note 13 of the
Company's consolidated financial statements.  The Company's operations have
been discontinued and facilities closed at Marshall,  Texas and Shreveport,
Louisiana.  During  fiscal year 1997,  the Company  relocated its fastening
systems  installation  tooling division to a new Company-owned  facility in
Kingston, New York.

     During fiscal year 1997,  additions to property,  plant, and equipment
totaled $33.1 million.


                                    12


<PAGE>



         The  following  table  sets  forth  the  Company's   manufacturing
locations and the approximate square footage.

                                               Buildings (000's Square Feet)
                                            --------------------------------
Manufacturing Location       Company                   Government
   by Segment                 Owned     Leased           Owned           Total
   ----------                 -----     ------           -----           -----

Propulsion Group
----------------

Northern Utah                 3,192        640                6          3,838
Elkton, Maryland                378                                        378

Fastening Systems Segment
-------------------------

Domestic
Branford, Connecticut                       74                              74
Carson, California                         153                             153
Kingston, New York(1)            105                                       105
Lakewood, California                       115                             115
Tucson, Arizona                   67                                        67
Waco, Texas                      371                                       371

International
-------------
Us, France                        61                                        61
Shropshire, United Kingdom        50                                        50





--------------------------


(1) Land is leased.








                                    13


<PAGE>

ITEM 3.  LEGAL PROCEEDINGS

Litigation and Regulation
-------------------------

     McDonnell  Douglas v.  Thiokol  Corporation,  United  States  District
Court, Central District of California,  was filed in July 1992 by plaintiff
McDonnell  Douglas  claiming  damages of $17 million for breach of warranty
and  prejudgment  interest  of $19  million.  The action was based upon the
failure in 1984 of two STAR 48 satellite  placement motors  manufactured by
the Company in accordance with plaintiff's acceptance  requirements to lift
telecommunication  satellites into geosynchronous  orbit.  Plaintiff sought
recovery of its costs  incurred to conduct its failure  analysis  and motor
redesign.  After trial on the merits  during  fiscal  year 1996,  the Court
ruled in the  Company's  favor on all counts.  On September  15, 1997,  the
Ninth  Circuit  Court of Appeals  affirmed the District  Court's  favorable
ruling for the Company  finding the Company did not breach its  contractual
obligations  and thus is not  liable  to  McDonnell  Douglas.  The  Company
defended  the suit and the appeal  under an  agreement  with its  insurance
carrier  pursuant to which the  Company's  past and future costs of defense
are being reimbursed subject to a reservation of rights.

     Thiokol Corporation v. The United States of America. On July 17, 1996,
the Company  filed an action in the United  States Court of Federal  Claims
seeking payment of costs that arose under its cost-reimbursement  contracts
with the  Government  for  operation and  management  of  Government-owned,
contractor-operated  Army  ammunition  plants in Texas and  Louisiana.  The
Company  seeks  to  recover  its  costs  incurred  for  Government-approved
benefits that workers earned during their years of service at these plants.
These benefits include: (i) post-retirement health benefits; (ii) long-term
disability  benefits;   (iii)  workers'  compensation  benefits;  and  (iv)
severance  benefits.  The Company seeks recovery of $44.0 million for these
costs, with interest. It is the Company's position that approximately $10.1
million of this  amount  reflects  benefit  claims  which have been paid to
employees  by the Company but not  reimbursed  by the Army,  as required by
contract.  The  Company's  litigation  costs are  unallowable  expenses for
government contract purposes;  but are not expected to be material.  If the
Company  does not prevail in this  litigation,  it would  recognize in that
period  material  non-cash and cash  charges.  See Note 11 to the Company's
consolidated financial statements.

     Sharp v. Thiokol et al. On July 22, 1997,  the Company was served with
a Complaint  filed in state court in Weber  County,  Utah.  Plaintiffs  Don
Sharp and Sharp Construction Co., Inc. seek certification as a class action
by all  shareholders of American  Pacific  Corporation  (AMPAC),  parent of
Western Electrochemical  Company ("WECCO"),  during a period in 1993. WECCO
is one of two U.S. makers of ammonium perchlorate,  an oxidizer used in the
production  of solid  rocket  motor  propellant.

                                    14


<PAGE>

Plaintiffs  allege that a Declaratory  Judgment action filed by the Company
against WECCO in a 1993 contract dispute was so baseless as to give rise to
a claim by AMPAC's  shareholders for a loss in market value of $136 million
alleged to have been the  direct  result of the filing of the action by the
Company.  In a 1993  AMPAC  class  action  shareholder  suit,  the issue of
AMPAC's disclosures to the public of its contract disputes with the Company
was litigated.  The trial court and the U.S. Court of Appeals for the Ninth
Circuit found in favor of AMPAC and against the  shareholders.  The Company
believes the Sharp claim also is without merit and is vigorously  defending
it.

 Miscellaneous
 -------------

     The  Company  is  involved  in a number  of other  pending  legal  and
administrative  proceedings  which are not expected  individually or in the
aggregate to have a material  adverse  effect upon the Company's  financial
condition.

     Depending on the amount and the timing of an unfavorable resolution of
these  matters,  it is  possible  that  the  Company's  future  results  of
operations  or cash flows  could be  materially  affected  in a  particular
period.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     No matter was submitted to a vote of the Company's stockholders during
the fourth quarter of fiscal year 1997.

EXECUTIVE OFFICERS OF THE REGISTRANT (as required by Instruction 3. to Item
401(b) of Registration S-K)

     Generally, Executive Officers are elected by the Board of Directors at
its first  meeting  following  the  Annual  Meeting  of  Stockholders.  The
officers  generally  serve  until the next  such  meeting,  or until  their
successors  are  elected  and   qualified.   The  next  Annual  Meeting  of
Stockholders will be held on October 23, 1997.

     The Executive Officers of the Company on June 30, 1997, were:

                                     Positions Held During Past Five
Name and Age                            Years and Terms of Office
------------                         -------------------------------

James R. Wilson (56).................Chairman of the Board,  President and
                                     Chief Executive Officer since October
                                     1993; Executive Vice President,  Chief
                                     Financial  Officer  and  Treasurer (1992-
                                     October   1993); Vice President and Chief
                                     Financial Officer (1989-92).

                                    15



<PAGE>

Richard L. Corbin (51).................Senior  Vice  President and Chief 
                                       Financial Officer since May 1994; Chief 
                                       Financial  Officer and Vice President,
                                       Administration  Space Systems  Division 
                                       of General Dynamics Corporation (1976-
                                       94).

James E. McNulty (53)..................Executive   Vice   President   Human
                                       Resources and Administration since
                                       1991; Vice  President Human Resources
                                       (1989-91).

Robert L. Crippen (59).................Vice President and  President of
                                       Propulsion Group since December 1996,
                                       Vice President of Training Simulator
                                       Systems, Lockheed Martin, April 1995 to
                                       October  1996; Director of John F.
                                       Kennedy  Space Center, 1992 to January
                                       1995.

Bruce M. Zorich (43)...................Vice  President  and  President of Huck
                                       International since April 1996. 1993  to
                                       1996, Vice  President, Worldwide
                                       Automotive  Operations,  1989 to 1993 
                                       Vice President & General  Manager,  OEM
                                       Products,  Senior Flexonics.

Joseph A. Lombardo (64)................Vice  President  Space  Operations since
                                       April 1992;(1989-April 1992)  Assistant
                                       General  Manager  Space Operations;   
                                       prior  to  1989,  NASA  Marshall  Space
                                       Flight Center.

Winston N. Brundige (52)...............Vice  President  and  General  Manager, 
                                       Defense  and Launch  Vehicles  Division
                                       since July 1994; Vice President and Divi-
                                       sion Manager Elkton Division (1991-June 
                                       1994); Director of Production (1990-91).

Daniel S. Hapke, Jr. (51)..............Vice  President  and General  Counsel
                                       since  February 1997.  1984  to  1997
                                       General Dynamics Corporation including
                                       the position of Vice President and
                                       General Counsel of its Electric Boat
                                       subsidiary 1994 to 1997. 

                                    16


<PAGE>

Robert K. Lund (59)....................Vice President, Science and Engineering
                                       and Technical Director since 1991; Tech-
                                       nical Director Advanced Technology 
                                       (1989-91).

Michael R. Ayers (46)..................Vice  President  and  Controller  since
                                       January 1996; Vice President  Strategic
                                       Development (1994-1996); Director
                                       Finance &  Administration  Space
                                       Operations (1986-1994).

Nicholas J. Iuanow (37)................Treasurer  since  1994;  Assistant
                                       Treasurer  of  the Company (1989-93) .

Edwin M. North (52)....................Secretary since 1990.


                                  PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED 
         STOCKHOLDER MATTERS

     Information  concerning the market for the Company's common equity and
related  security  holder  matters is included  in the  section  "Quarterly
Financial  Highlights" on page 51,  "Dividends and Recent Market Prices" on
page 61 of the  Company's  Annual  Report to  Stockholders  for fiscal year
1997, and is  incorporated  herein by reference in Exhibit Number 13. As of
August 29, 1997, there were 5,455 stockholders of record.

ITEM 6.  SELECTED FINANCIAL DATA

     Selected  financial data for the five fiscal years ended June 30, 1997
is included on page 62 of the Company's  Annual Report to Stockholders  for
fiscal year 1997 and is incorporated  herein by reference in Exhibit Number
13.

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL 
         CONDITION AND RESULTS OF OPERATIONS

     Management's  Discussion  and  Analysis  of  Financial  Condition  and
Results of  Operations  for the three fiscal years ended June 30, 1997,  is
included  on  pages  52  through  61 of  the  Company's  Annual  Report  to
Stockholders  for fiscal year 1997 and is incorporated  herein by reference
in Exhibit Number 13.


                                    17

<PAGE>

     The Company sets forth below  ACautionary  Statements" for the purpose
of the Asafe harbor" provisions of the Private Securities Litigation Reform
Act of 1995.  Many of the factors  described  below are  discussed  in both
current  and prior  Company  SEC  filings  and to the extent not  otherwise
discussed in  forward-looking  statements should be considered in assessing
the various risks associated with the Company's conduct of its business and
financial  condition.  Risks which may impact the accuracy of the Company's
forward-looking statements include, but are not necessarily limited to, the
following:

(i)       The Company's NASA RSRM contract for the Space Shuttle program is
          subject to substantial  performance and financial risks.  Without
          cause,  the contract may be terminated for the convenience of the
          U.S. Government  (government).  Deliveries under the contract may
          be  delayed  or  extended  at the  election  of  the  government.
          Congress  may  change  the  funding  available  to the  contract.
          Actions by the  government  or the Company may make the amount of
          the contract  fee already  booked  inappropriate,  thus causing a
          retroactive award fee adjustment including possible reimbursement
          to the government of fees the government has paid to the Company.
          There is no assurance the Company will be awarded additional RSRM
          contracts as a follow-on upon completion of the current ABuy III@
          contract  expected to  continue  until  fiscal year 2001.  If the
          Company is awarded such a follow-on  contract,  the profitability
          and cash flow from such  contract  may not be at current  levels.
          NASA's  privatization of the Space Shuttle Program through United
          Space Alliance could adversely impact the Company's RSRM contract
          in the out-years. Competing propulsion systems and technology not
          yet  qualified  could  compete  with  or  adversely   impact  the
          Company's RSRM contract in future years. Poor Company performance
          on the RSRM contract could also result in termination for default
          and/or substantially lower award fees.

(ii)      The Company's maintenance of non-RSRM space and defense contracts
          and programs  (collectively  "programs") and the availability and
          award  of  future   programs  with  the   government   and  prime
          contractors   are   subject  to  the  risk  of   termination   or
          renegotiation by the government or failure of such programs to be
          funded. The Company's ability to successfully compete for and win
          new programs or retain current  programs is also dependent on the
          availability of program  funding;  competition by others with the
          Company  for  such  programs  on  price,   quality,   technology,
          facilities,   delivery,  and  product  performance;   changes  in
          Congressional  funding objectives;  and federal agency demand and
          program   management   including   but  not  limited  to  program
          termination,   consolidation,  or  privatization.  The  Company's
          business  also can be affected  by factors  such as the degree to
          which the Company  successfully  manages  current  programs,  its
          ability to obtain or retain new and  existing  programs,  and the
          profitability  of  such  programs  with  satisfactory  return  on
          investment  on  lower  prices,  costs,  and  unit  volumes  in  a
          shrinking and  competitive  government  procurement  environment.


                                    18

<PAGE>

          Competitive  propulsion  systems  and  technologies  as  well  as
          ballistic missile surplus propulsion inventory (both domestic and
          foreign)  can  adversely  impact  the  success  of the  Company's
          commercial  launch  programs and ability to compete  successfully
          for government strategic and tactical propulsion programs.

(iii)     The  products  and  services  sold by the Company to domestic and
          international  commercial  aerospace  markets  are subject to the
          risks of the cyclical nature of the aircraft market and the phase
          of such cycle at any point in time.  Delay or changes in aircraft
          and  component  orders and build  schedules may impact the future
          demand for Company products,  delivery,  and  profitability.  The
          Company's  major  aerospace  customers are large and may exercise
          their  market  power  among a number of  vendors,  including  the
          Company,   competing  for  their  business  by  exerting  pricing
          pressure,  delivery,  inventory,  and unit  volume  requirements.
          Risks to the  Company  include  management's  ability to maintain
          both product and manufacturing qualifications,  meet the needs of
          its major  customers  and  regulatory  agencies  and  maintain or
          improve  margins and return on investment in light of competitive
          pricing  pressures,  unit demand and product  qualification,  and
          product substitutions by major customers. The Company's potential
          inability to maintain product  pricing,  as well as availability,
          delivery, and service are important risk factors.

(iv)      The products  and  services  sold by the Company for domestic and
          international,   and  industrial  commercial  markets,  primarily
          through the fastening  systems business segment and the Company's
          minority equity investment in Howmet Corporation,  are subject to
          the risks of the level of general economic  activity and industry
          capacity in mature industrial markets, product applications,  and
          technology   associated  primarily  with  aircraft,   automotive,
          transportation,   power  generation,   construction,   and  other
          industrial  applications.  The  Company's  business  can  also be
          affected by factors such as management's  ability to successfully
          expand new and existing  product  lines,  to improve  margins and
          returns  on  investment  by   successfully   implementing   asset
          management,  pricing and cost reduction strategies. The Company's
          ability to maintain competitive products, pricing,  availability,
          delivery,  and  service  are  important  factors  in  maintaining
          customer  relationships  and  effectively  competing  with  other
          manufacturers.

(v)       Many  of  the  Company's  products  and  manufacturing  processes
          utilize   highly   energetic  and  hazardous   materials.   Major
          liability,  employee safety,  production  disruptions,  and asset
          destruction  or impairment  risks exist.  The  designation of the
          Company as a potentially  responsible  party by the Environmental
          Protection  Agency or  similar  state  environmental  agency  and
          environmental  claims  by third  parties  could  have a  material
          adverse  effect  on  the  Company's   results  of  operations  or
          financial position.

                                    19


<PAGE>


(vi)     The Company's  decision and timing of increasing  its ownership of
         Howmet will,  in part,  be  dependent on the  valuation of Howmet,
         favorable   operational  and  financial   performance,   favorable
         economic   conditions,   and  the  availability  of  financing  at
         reasonable  costs and on reasonable terms from the capital markets
         at the time the Company makes its decision to exercise.

(vii)     Supplier and customer product qualifications are important to the
          Company as a purchaser and as a supplier. As a supplier,  loss or
          failure to maintain product or manufacturing  qualifications from
          major  customers  including the government  and major  commercial
          aerospace  and  aircraft  manufacturers  may  result  in  loss of
          markets  and  business  for  the  Company.   Qualified   vendors,
          component parts, and raw materials  qualifications  are important
          to the Company in the manufacture of its products including major
          propulsion systems such as the RSRM. Vendor,  component parts and
          raw  materials may be limited and the loss of a major vendor as a
          supplier such as the  announcement by a major rayon  manufacturer
          to discontinue  production has the potential to cause a major and
          material delay in production or program performance.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The consolidated balance sheets of the Company as of June 30, 1997 and
1996,  and  the  consolidated   statements  of  income,   cash  flows,  and
stockholders'  equity for each of the three years in the period  ended June
30, 1997 and notes to  consolidated  financial  statements  are included on
pages 35 through 51 of the  Company's  Annual  Report to  Stockholders  for
fiscal year 1997 and are incorporated herein by reference in Exhibit Number
13.

     Quarterly  financial  highlights  are  included  on  page  51  of  the
Company's Annual  Stockholders'  Report to Stockholders for the fiscal year
ended June 30, 1997,  and are  incorporated  herein by reference in Exhibit
Number 13.


ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON 
          ACCOUNTING AND  FINANCIAL DISCLOSURE

         None.

                                    20

<PAGE>

                                  PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     Information  concerning  the  Company's  directors  and  nominees  for
director is included on pages 4 through 6 of the Company's definitive Proxy
Statement  dated  September  12,  1997,  and  is  incorporated   herein  by
reference.  Information concerning disclosure of delinquent filers pursuant
to Item  405 of  Regulation  S-K is set  forth  on page 8 of the  Company's
definitive  Proxy  Statement  dated September 12, 1997, and is incorporated
herein by reference.

     Information concerning the Company's Executive Officers is included on
pages 15 through 17 of Part I hereof.

ITEM 11. EXECUTIVE COMPENSATION

     Information  concerning executive compensation for fiscal year 1997 is
included on pages 8 through 13 of the Company's  definitive Proxy Statement
dated September 12, 1997, and is incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     Information  concerning  beneficial  ownership of the Company's common
stock is included on page 8 of the  Company's  definitive  Proxy  Statement
dated September 12, 1997, and is incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     None.


                                    21
<PAGE>



                                  PART IV


ITEM 14.    EXHIBITS,FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K


(a)  DOCUMENTS FILED AS PART OF THIS REPORT

     1. Financial Statements
     -----------------------

         The following  consolidated  financial  statements are included on
pages 34 through 51 of the Company's  Annual Report to Stockholders for the
fiscal year ended June 30, 1997, and are  incorporated  herein by reference
in Exhibit Number 13:

     Consolidated  Statements of Income -- Years ended June 30, 1997,  1996
     and 1995.

     Consolidated Balance Sheets -- June 30, 1997 and June 30, 1996.

     Consolidated  Statements  of Cash Flows -- Years ended June 30,  1997,
     1996 and 1995.

     Consolidated  Statements of  Stockholders'  Equity -- Years ended June
     30, 1997, 1996 and 1995.

     Notes to Consolidated Financial Statements.

     Management's Report on Financial Statements.

     Report of Ernst & Young LLP, Independent Auditors.



     2. Financial Statement Schedules
     --------------------------------

         All  schedules  for which  provision is made under the  applicable
accounting regulation of the Securities and Exchange Commission are omitted
as they are either  not  required  under the  related  instructions  or are
otherwise inapplicable.

                                    22
<PAGE>

     3. Index to Exhibits
     --------------------

     Exhibit
      Number                            Description
      ------                            -----------

     (3) Certificate of Incorporation and By-Laws.

          3.01      Restated  Certificate of  Incorporation of the Company,
                    effective  July 3, 1989:  Incorporated  by reference as
                    Exhibit 3 to Form 10-K for  fiscal  year ended June 30,
                    1989.

          3.02      Amended   By-Laws  of  the  Company:   Incorporated  by
                    reference  to Annex  IV to  Proxy  Statement/Prospectus
                    dated May 22, 1989,  for Special  Stockholders  meeting
                    held June 23, 1989.

          3.03      Amended By-Laws of the Company June 19, 1997 increasing
                    Board  of  Directors:   Incorporated  by  reference  as
                    Exhibit 3 to Form 10-K for  fiscal  year ended June 30,
                    1997.

     (4)  Instruments  defining  the rights of security  holders  including
          indentures.

          4.01      Rights Agreement between Thiokol  Corporation and First
                    Chicago  Trust  Company  of New York:  Incorporated  by
                    reference to Exhibit 4 to Form 8-A dated May 28, 1997.

          4.02      See Exhibits 3.01, 3.02, and 3.03 above.

     (10) Material contracts.

          10.0      (1)1989 Stock Awards Plan: Incorporated by reference to
                    Annex VI to Proxy  Statement/Prospectus  dated  May 22,
                    1989,  for Special  Stockholders  Meeting held June 23,
                    1989.


          10.02     (1)1989  Stock  Awards  Plan as amended by  stockholder
                    approval October 15, 1993: Incorporated by reference to
                    the  definitive  Proxy  Statement  dated  September 11,
                    1992.

          10.03     (1)Survivor Income Benefits Plan, amended through March
                    24,  1983:  Incorporated  by reference as Exhibit 10 to
                    Form 10-K for fiscal year ended June 30, 1989.

                                    23
<PAGE>


          10.04     (1)Arrangements  whereby  the Company  compensates  its
                    independent  auditors  for tax  services to certain key
                    executives  for  which  there is no  written  document:
                    Incorporated  by  reference  as Exhibit 10 to Form 10-K
                    for fiscal year ended June 30, 1989.

          10.05     (1)Form of Employment Agreement between the Company and
                    certain of its executive  officers  including the Chief
                    Executive  Officer  and the  other  four  highest  paid
                    executive   officers:   Incorporated  by  reference  as
                    Exhibit 10 to Form 10-K for fiscal  year ended June 30,
                    1989.

          10.06     Amended Form of Employment Agreement between certain of
                    its executive  officers  including the five most highly
                    compensated: Incorporated by reference as Exhibit 10 to
                    Form 10-K for fiscal year ended June 30, 1990.

          10.07     Credit Agreement dated September 30, 1993 among Thiokol
                    Corporation  and The First  National  Bank of  Chicago,
                    Bank of America National Trust and Savings Association,
                    NBD  Bank,   N.A.,  and  The  Northern  Trust  Company:
                    Incorporated  by  reference  as Exhibit 10 to Form 10-K
                    for fiscal year ended June 30, 1994.

          10.08     (1)Thiokol Corporation Pension Plan (Second Restatement
                    Effective  January 1, 1989):  Incorporated by reference
                    as Exhibit  10 to Form 10-K for fiscal  year ended June
                    30, 1994.

          10.09     Huck  International,  Inc. Personal  Retirement Account
                    Plan  (Second  Restatement  Effective  as of January 1,
                    1992):  Incorporated by reference as Exhibit 10 to Form
                    10-K for fiscal year ended June 30, 1995.

          10.10     Huck   International,   Inc.   Supplemental   Executive
                    Retirement   Plan   (Effective    January   1,   1992):
                    Incorporated  by  reference  as Exhibit 10 to Form 10-K
                    for fiscal year ended June 30, 1995.

          10.11     Stock Purchase  Agreement by and among Thiokol  Holding
                    Company,  Carlyle-Blade  Acquisition Partners L.P., and
                    Blade  Acquisition Corp. dated as of December 13, 1995:
                    Incorporated  by  reference  as Exhibit 10 to Form 10-Q
                    for the quarterly period ended December 31, 1995.

                                    24
<PAGE>

          10.12     Shareholders'  Agreement by and among  Thiokol  Holding
                    Company,  Carlyle-Blade Acquisition Partners, L.P., and
                    Blade  Acquisition Corp. dated as of December 13, 1995:
                    Incorporated  by  reference  as Exhibit 10 to Form 10-Q
                    for the quarterly period ended December 31, 1995.

          10.13     Registration  Rights  Agreement  by and  between  Blade
                    Acquisition   Corp.,   Thiokol   Holding   Company  and
                    Carlyle-Blade  Acquisition  Partners,  L.P. dated as of
                    December 13, 1995: Incorporated by reference as Exhibit
                    10 to Form 10-Q for the quarterly period ended December
                    31, 1995.

          10.14     Holding  Management  Agreement  by and  between  Howmet
                    Corporation  and Thiokol  Holding  Company  dated as of
                    December 13, 1995: Incorporated by reference as Exhibit
                    10 to Form 10-Q for the quarterly period ended December
                    31, 1995.

          10.15     Thiokol Transaction Fee Agreement by and between Howmet
                    Holdings  Acquisition  Corp.  and  Thiokol  Corporation
                    dated  as  of  December  13,  1995:   Incorporated   by
                    reference as Exhibit 10 to Form 10-Q for the  quarterly
                    period ended December 31, 1995.

          10.16     Amended  Certificate of  Designations,  Preferences and
                    Relative,  Participating,  Optional,  and Other Special
                    Rights   of   Preferred   Stock   and   Qualifications,
                    Limitations,  and Restrictions thereof of 9.0% Series A
                    Senior Cumulative  Preferred Stock of Blade Acquisition
                    Corp.:  Incorporated by reference as Exhibit 10 to Form
                    10-Q for the quarterly period ended December 31, 1995.

          10.17     Standstill  Agreement  by  and  among  Thiokol  Holding
                    Company, Thiokol Corporation, Carlyle-Blade Acquisition
                    Partners,  L.P. et al.  dated as of December  13, 1995:
                    Incorporated  by  reference  as Exhibit 10 to Form 10-Q
                    for the quarterly period ended December 31, 1995.

          10.18     Collateral    Custodial    Agreement   by   and   among
                    Carlyle-Blade   Acquisition   Partners  L.P.,   Thiokol
                    Holding  Company,   and  the  First  National  Bank  of
                    Chicago:  Incorporated  by  reference  as Exhibit 10 to
                    Form 10-Q for the quarterly  period ended  December 31,
                    1995.

          10.19     Credit  Agreement  dated  as of  May  23,  1996,  among
                    Thiokol  Corporation  and The  First  National  Bank of
                    Chicago.  Incorporated  by  reference  as Exhibit 10 to
                    Form 10-K for fiscal

                                    25
<PAGE>

                    year ended June 3, 1996.

          10.20     Thiokol    Corporation    1996   Stock   Awards   Plan:
                    Incorporated   by  reference  as  Exhibit  A  to  Proxy
                    Statement dated September 20, 1996.

          10.21     (1)Thiokol    Corporation     Supplemental    Executive
                    Retirement Plan amended and restated effective June 16,
                    1997.

          10.22     Thiokol Corporation Executive Bonus Plan as amended and
                    restated effective June 16, 1997.

          10.23     (1)Thiokol  Corporation  Key  Executive  Bonus  Plan as
                    amended and restated effective June 16, 1997.

          10.24     (1)Thiokol    Corporation   Key   Executive   Long-Term
                    Incentive  Plan as amended and restated  effective June
                    16, 1997.

          10.25     (1)Huck  International,  Inc.  Excess  Benefit Plan for
                    Selected  Employees amended and restated effective June
                    16, 1997.

          10.26     (1)Thiokol  Corporation Grant Agreement Incentive Stock
                    Option amended and restated June 16, 1997.

          10.27     (1)Thiokol  Corporation  Grant Agreement  Non-qualified
                    Stock Option amended and restated June 16, 1997.

     (11) Statement re computation of per share earnings.

          Statement re computation of per share earnings of the Company and
          subsidiaries  for the three years ended June 30, 1997,  1996, and
          1995.

     (13) Annual Report to security holders.

          Applicable  sections of the Annual Report to  Stockholders of the
          Company for fiscal year 1997 incorporated by reference.

     (21) Subsidiaries of the registrant.

          Subsidiaries of the Company.

     (24) Consents.

          Consent of Ernst & Young LLP, independent auditors.

                                    26
<PAGE>

     (27) Financial Data Schedule.

(b)  REPORTS ON FORM 8-K

     Form 8-K filed May 22,  1997.  Item 5 - Other  Events - related to the
     Rights Agreement  between Thiokol  Corporation and First Chicago Trust
     Company of New York dated May 22, 1997.


(d)  SEPARATE FINANCIAL STATEMENTS OF SUBSIDIARIES NOT 
     CONSOLIDATED AND FIFTY PERCENT OR LESS OWNED PERSONS

     Financial  statements for Blade Acquisition Corp. required pursuant to
     Rule 3-09 of Regulation  S-X will be filed as amendment to this report
     on Form 10-K within 90 days after the end of Blade  Acquisition  Corp.
     fiscal year ending December 31, 1997. 

-------------


(1)Management  contract or compensatory  plan or arrangement has been filed
as an Exhibit to this Form 10-K pursuant to Item 14c.


                                    27
<PAGE>

                                 SIGNATURES
                                 ----------


     Pursuant to the  requirements of Section 13 or 15(d) 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,  as of
the 24th day of September 1997.

                                                   THIOKOL CORPORATION
                                                         (Registrant)




                                        By      /s/ Richard L. Corbin
                                                __________________________
                                                    Richard L. Corbin
                                                Senior Vice President and
                                                Chief Financial Officer



     Pursuant to the  requirements of the Securities  Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant  in the  capacities  indicated,  as of the 24th day of September
1997.


       SIGNATURE                                              TITLE
       ---------                                              -----


/s/ James R.Wilson                  Chairman of the Board, President, 
__________________________          Chief Executive Officer and Director 
    James R. Wilson                 (Principal Executive Officer)



/s/  Richard L. Corbin              Senior Vice President and Chief 
__________________________          Financial Officer(Principal Financial 
     Richard L. Corbin              Officer)


/s/  Michael R. Ayers               Vice President and Controller
__________________________          (Principal Accounting Officer)
     Michael R. Ayers

                                    28
<PAGE>

/s/   Neil A. Armstrong
_________________________________
      Neil A. Armstrong                             Director


/s/   U. Edwin Garrison
_________________________________
      U. Edwin Garrison                             Director


/s/   Michael P.C. Carns
_________________________________
      Michael P.C. Carns                            Director


/s/   Edsel D. Dunford
________________________________
      Edsel D. Dunford                              Director


/s/   L. Dennis Kozlowski
________________________________
      L. Dennis Kozlowski                           Director


/s/   Charles S. Locke
________________________________
      Charles S. Locke                              Director


/s/   D. Larry Moore
________________________________
      D. Larry Morre                                Director


/s/   James M. Ringler
_________________________________
      James M. Ringler                              Director


/s/   William O. Studeman
__________________________________
      William O. Studeman                           Director


/s/   Donald C. Trauscht
___________________________________
      Donald C. Trauscht                            Director


                                    29

<PAGE>


                                                             EXHIBIT (11)



               STATEMENT RE COMPUTATION OF PER SHARE EARNINGS

                            THIOKOL CORPORATION

                   (in thousands, except per share data)


                                                    Year    Ended   June 30
                                                ------------------------------
                                                 1997        1996        1995
                                                ------      ------      ------

Primary
-------

     Average shares outstanding:                 18,272     18,228     18,538

     Additional shares assuming  exercise
     of dilutive stock  options--based on
     treasury stock method using average
     market prices:                                 416        338        256
                                                  ------    ------      -----

     Total shares:                               18,688     18,556     18,794
                                                 ======     ======     ======

     Net income (loss):                         $82,429    $58,298    $47,463

     Earnings per share (loss):                 $  4.41    $  3.14    $  2.53
                                                 ======     ======    =======



Fully Diluted
-------------

     Average shares outstanding:                 18,272     18,228     18,538

     Additional shares assuming exercise of 
     dilutive stock options--based on 
     treasury stock method using the year-end
     market price, if higher than average
     market price:                                  558        368        326
                                                 ------     ------     ------

     Total shares:                               18,830     18,596     18,864
                                                 ======     ======     ======

     Net income (loss):                         $82,429    $58,298    $47,463

     Earnings per share (loss):                 $  4.38    $  3.13    $  2.52
                                                 ======     ======     ======




                                    30
<PAGE>
                                                               EXHIBIT (21)






                    SUBSIDIARIES OF THIOKOL CORPORATION


         The following is a list of operating  subsidiary  corporations  of
         the  Company  as  of  June  30,  1997.  Certain  subsidiaries  not
         considered significant have been omitted.


                                                             State or Other
                                                              Jurisdiction
                                                           of Incorporation
                                                           ----------------

Huck International, Inc............................................Delaware

Huck S.A.............................................................France

Huck International Ltd.......................................United Kingdom

Thiokol Holding Company............................................Delaware
















                                    31
<PAGE>


                                                               EXHIBIT (24)






                      Consent of Independent Auditors


     We consent to the  incorporation  by reference  in this Annual  Report
(Form  10-K) of Thiokol  Corporation  of our report  dated  August 1, 1997,
included in the 1997 Annual Report to Shareholders of Thiokol Corporation.

     We also consent to the  incorporation by reference in the Registration
Statements Form S-3 No.  333-1753,  and Form S-8, Nos.  33-18630,  33-2921,
33-10316,  2-76672,  2-90885,  33-38322, and 33-22965 pertaining to certain
Retirement  Savings and Investment  Plans and Stock Option Plans of Thiokol
Corporation  of our  report  dated  August 1,  1997,  with  respect  to the
consolidated  financial  statements of Thiokol Corporation  incorporated by
reference in the Annual Report (Form 10-K) of Thiokol  Corporation  for the
year ended June 30, 1997.



                                                          ERNST & YOUNG LLP


Salt Lake City, Utah
September 24, 1997















                                    32