UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                       450 Fifth Street, NW
                      Washington, DC  20549

                           FORM 10-QSB


(Mark One)

[X]  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

                    For the quarterly period ended March 30, 1997

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE
     ACT

          For the transition period from __________ to __________

     Commission file number 2-69336



                           CRAMER, INC.

A Kansas Corporation              IRS Employment I.D. #48-0638707
625 Adams Street
Kansas City, Kansas  66105           Telephone No. (913) 621-6700

Check whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past
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

State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date: 
3,840,650 shares of common stock, no par value.

<PAGE>

                  PART I. FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS

                           CRAMER, INC.
                          BALANCE SHEET
                            UNAUDITED
              (Amounts in $000's, except share data)

     ASSETS                                      3/30/97        12/31/96 
CURRENT ASSETS:
  Cash                                          $     68      $     117 
  Trade receivables, 
    net of allowance of $21                          990          1,034 
  Inventories                                      1,381          1,286 
  Prepaid expenses                                   283            284 
                                                  ______          _____
          Total current assets                     2,722          2,721

PROPERTY AND EQUIPMENT:
  At cost                                          5,354          5,319 
  Accumulated depreciation   
    and amortization                               4,709          4,661 
          Net property and                         _____          _____
            equipment                                645            658 

OTHER ASSETS:
  Intangible pension asset                           264            264 
  Other                                               27              0 
                                                   _____         ______
          Total Assets                          $  3,658      $   3,643
                                                   =====          ===== 

  LIABILITIES AND EQUITY

CURRENT LIABILITIES:
  Notes payable                                 $  1,165      $   1,059 
  Current maturities of  
    long-term notes                                   40             76 
  Accounts payable                                   559            672 
  Accrued liabilities                                567            573 
                                                   _____          _____
          Total current liabilities                2,331          2,380

NONCURRENT LIABILITIES:
  Pension benefits payable                           552            552 
  Other                                              190            159 
                                                    ____           ____
          Total noncurrent liabilities               742            711

STOCKHOLDERS' EQUITY:
  Common stock, no par value; 
    authorized, 6,000,000 shares;
    issued and outstanding,
    3,840,650 shares at March 30, 
    1997 and December 31, 1996                     3,508          3,508 
  Accumulated deficit                             (2,881)        (2,914)
                                                   _____          _____
                                                     627            594
  Minimum pension liability 
    adjustment                                       (42)           (42)
                                                   _____           ____
          Net stockholders' equity                   585            552
                                                   _____           ____

          Total Liabilities and 
            Stockholders' Equity                $  3,658       $  3,643
                                                   =====          =====

<PAGE>

                           CRAMER, INC.
                       STATEMENTS OF INCOME
                            UNAUDITED
            (Amounts in $000's, except per share data)



                                                      QUARTER ENDED    
                                                  3/30/97       3/31/96

NET SALES                                       $  2,859       $  2,667 
COST OF SALES                                      2,145          1,982
                                                   _____          _____
          Gross profit                               714            685 

OPERATING EXPENSES:
  Selling                                            424            423 
  General and administrative                         249            235
                                                    ____           ____
          Total operating expenses                   673            658
                                                    ____           ____

          Income from operations                      41             27 

OTHER INCOME (EXPENSE):
  Interest expense, net                              (24)           (36)
  Other, net                                          16             48
                                                    _____           ____
          Total other income (expense)                (8)            12
                                                    _____           ____

INCOME BEFORE INCOME TAXES                            33             39 

INCOME TAXES                                           0              0
                                                    _____           ____

NET INCOME                                      $     33       $     39
                                                     ====           ====



Earnings per share based on 
weighted average number of
common equivalent shares 
outstanding, 3,840,650 for 
the quarters ending 3/30/97 
and 3/31/96, respectfully                       $   0.01       $   0.01
                                                    =====          =====

<PAGE>

                           CRAMER, INC.
                     STATEMENTS OF CASH FLOWS
                            UNAUDITED
                       (Amounts in $000's)



                                                      QUARTER ENDED
                                                  3/30/97        3/31/96

Cash flows from operating 
 activities:
   Net income                                     $   33         $   39 
   Adjustments to reconcile net 
     income to net cash
     provided by (used in) 
     operating activities:
   Depreciation and amortization                      48             42 
   Changes in operating assets 
     and liabilities:
       Accounts receivable                            44            (12)
       Inventory                                     (95)           (73)
       Prepaid expenses                                1             (5)
       Other assets                                  (27)             0 
       Accounts payable and 
          accrued expenses                          (119)          (109)
       Other noncurrent liabilities                   31             28
                                                   ______          _____

          Net cash provided by 
            (used in) operating 
             activities                              (84)           (90)
                                                   ______          _____

Cash flows from investing activities:
 Capital expenditures                                (35)           (95)

Cash flows from financing activities:
 Principal payments on notes payable 
   and long-term notes                            (2,994)        (2,737)
 Proceeds from issuance of notes 
   payable and long-term notes                     3,064          2,927
                                                  ______         ______

       Net cash provided by (used in) 
          financing activities                        70            190
                                                  ______         ______

Net increase (decrease) in cash                      (49)             5 
Cash at beginning of year                            117             84
                                                  _______        _______

Cash at end of quarter                           $    68         $   89
                                                   ======         ======

Supplemental disclosures:
 Cash paid during the quarter for:
   Interest                                      $    24         $   23 
   Income tax                                    $     0         $    1 

<PAGE>

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS

Except for the historical information contained herein, this
report on Form 10-QSB contains forward-looking statements that
involve risk and uncertainties.  The Company's actual results
could differ materially. In connection with the "safe harbor"
provisions of the Private Securities Litigation Reform Act of
1995, Cramer, Inc. reminds readers that there are many important
factors that could cause the Company's actual results to differ
materially from those projected in forward-looking statements of
the Company made by, or on behalf of, the Company.  When used in
this Form 10-QSB and in other filings by the Company with the
Securities and Exchange Commission, in the Company's press
releases and in oral statements made with the approval of an
authorized executive officer, words or phrases such as "will
likely result", "are expected to", "will continue", "is
anticipated", "estimate", "project" or similar expressions are
intended to identify forward-looking statements.  The Company
wishes to caution readers not to place undue reliance on such
forward-looking statements.

There are a number of reasons why investors should not place
undue reliance on forward-looking statements.  Among the  risks
and uncertainties that could cause the Company's actual results
for future periods to differ materially from any forward-looking
statements made are the following:

     .    Fluctuations or reductions in product demand and market
          acceptance
     .    The level of product development by the Company
     .    Capacity and supply constraints or difficulties
     .    The results of financing efforts
     .    The effect of new laws and regulations
     .    Unexpected additional expenses or operating losses
     .    Competition
     .    The Company's reliance on certain vendors for key
          components.

The foregoing list of risks and uncertainties is not meant to be
complete.


A.   SUMMARY OF OPERATIONS

At $2,859,000, net sales for the first quarter of 1997 were 7%
larger than for the same period in 1996.  The increase in net
sales reflects a general strengthening in the Company's seating
business.  The intake of new orders were $2,914,000 in the first
quarter of 1997, an increase of 5% as compared to the first
quarter of 1996.  At March 30, 1997, the Company's backlog was
$986,000, an increase of $14,000 from the level at December 31,
1996.  Substantially all of the Company's backlog is scheduled to
ship within the next three months.

<PAGE>

The Company's gross margin in the first quarter of 1997 increased
by $29,000 from the level in the first quarter of 1996.  As a
percentage of sales, margins in the first quarter of 1997 were
25% as compared to 26% in the first quarter of 1996.  The
decrease in margins reflects higher raw material and component
prices.

Despite the increase in volume, selling expenses were tightly
controlled and were virtually unchanged in the first quarter of
1997 as compared to the first quarter of 1996.  General and
administrative expenses increased by $14,000. The increase
consists primarily of an additional engineer expenses necessary
to implement a formal quality improvement program and expand new
product development.

Primarily as a result of the increase in sales volume, income
from operations was $41,000 in the first quarter of 1997, an
increase of 51% as compared to the first quarter of 1996.

Interest expense decreased by $12,000 or 33% in the first quarter
of 1997 as compared to the same period last year.  The decrease
reflects slightly lower average borrowing levels and the impact
of the Company's borrowing at a lower rate in 1997 due to its
participation in a consolidated Rotherwood (the Company's parent)
banking arrangement.  This arrangement was initiated in the 2nd
quarter of 1996.  (See discussion in Note 3 to the Financial
Statements in the 1996 Form 10KSB.)

Other nonoperating income in 1996 included $19,000 of insurance
proceeds in settlement of a claim for damages arising from
vandalism to the Company's heating system during February of
1996.

While the results of the first quarter of 1997 were lower than in
the same period in 1996, management believes that 1997's year-end
results will improve on those realized in 1996.  Intake of new
orders and sales are expected to continue to increase from the
1996 level as the Company realizes the benefits of new products
introduced and of the marketing and distribution enhancements
made last year.  Overall profitability should be enhanced as a
result of realizing benefits from cost reductions and of planned
sales price increases.  Profitability on individual orders should
be further enhanced as the increased production volume will allow
lower allocation of fixed costs to individual orders.  


B.   FINANCIAL CONDITION, LIQUIDITY, AND CAPITAL RESOURCES

The Company's trade accounts receivable decreased by $44,000 from
December 31, 1996 to March 30, 1997.  The decrease was in line
with management's expectations and reflects the lower sales
volume in February and March of 1997 as compared to November and
December of 1996.  

<PAGE>

Inventories increased by $95,000 during the first quarter of
1997.  The increase is primarily in raw materials and work in
progress, both of which had been deliberately reduced during
December 1996 in preparation for the Company's year-end physical
inventory.  Furthermore, the Company began increasing selected
raw material levels at the end of the first quarter in order to
prepare for expected sales increases in the 2nd quarter of 1997.

Capital expenditures aggregated $35,000 during the quarter and
consisted of factory tooling to enhance the Company's
manufacturing capacity.  Purchases of capital assets are
anticipated to increase in the second and third quarters with the
completion of tooling necessary to support new product
introductions and to improve manufacturing processes.

During the first quarter the Company purchased the U.S.
distribution rights to a product that competes with its Kik-step
stool.  A portion of the purchase price represents payment of a
non-compete agreement with the principal party associated with
the other product.  This amount, $27,000, was recorded as an
other non-current asset and is being amortized to expense over a
3 year period.

The Company's accounts payable decreased by $113,000 from the
December 31, 1996 level.  The reduction was the result of the
Company negotiating cash discounts for accelerated payments with
several of its key vendors.  This is part of the Company's
ongoing program to strengthen its relationships with its primary
material suppliers.

As a result of the decrease in accounts payable, short term notes
payable increased by $106,000 during the first quarter of 1997.

During the first quarter of 1997 the Company reduced its long-term
notes by $36,000 in accordance with established payment
schedules.

The Company continues to participate in a consolidated cash
management and credit facility with its parent, Rotherwood.  (See
discussion in Note 3 to the Financial Statements in the 1996 Form
10KSB.)  Management believes that the Company's access to this
facility, along with existing cash balances and cash generated
from future operations, will be adequate to meet future operating
requirements and liquidity needs.

<PAGE>

                   PART II.  OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

The Company is a defendant in several lawsuits relating to
product liability claims arising from accidents allegedly
occurring in connection with the use of its products.  The claims
are covered by insurance and are being defended by the Company's
independent counsel or by counsel assigned by the Company's
insurance carriers, but are subject to deductibles ranging from
$0 to $100,000.  A number of the claimants allege substantial
damages.  While management believes the Company has substantial
defenses with respect to the claims, the ultimate outcome of such
litigation cannot be predicted with certainty.  The Company has
reasonably estimated and accrued in its financial statements its
portion of the deductible as a product liability contingency. 
Such claims are an ordinary aspect of the Company's business.


ITEM 2.   CHANGES IN SECURITIES

          None.



ITEM 3.   DEFAULTS UPON SENIOR SECURITIES

          None.



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

          None.



ITEM 5.   OTHER INFORMATION

          None.


ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

March 31, 1997.  Dismissal of Ernst & Young L.L.P. as the
Company's independent auditors.

April 21, 1997.  Appointment of Deloitte & Touche L.L.P. as the
Company's independent auditors.

<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.



                                   CRAMER, INC.
                                   (Registrant)



Date: May 8, 1997                  /s/ Gary A. Rubin
                                   Gary A. Rubin
                                   Vice President, Finance & CFO