U.S. SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549-1004

                                   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 November 30, 1998

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

             For the transition period from __________ to _________.

                         Commission File Number: 0-71735

                              ROYAL PRECISION, INC.
        (Exact Name of Small Business Issuer as Specified in Its Charter)

           Delaware                                              06-1453896
(State or Other Jurisdiction of                               (I.R.S. Employer
Incorporation or Organization)                               Identification No.)

                        15170 North Hayden Road, Suite 1
                              Scottsdale, AZ 85260
               (Address of Principal Executive Offices) (Zip code)

                                 (602) 627-0200
                (Issuer's Telephone Number, Including Area Code)

      (Former Name, Former Address and Former Fiscal Year if Changed Since
                                  Last Report)

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___

State the number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date:

    Title of each class                          Outstanding at January 14, 1999
    -------------------                          -------------------------------

Common Stock, par value $.001                           5,667,375 Shares

Transitional Small Business Disclosure Format (Check One): Yes [ ]  No [X]
<PAGE>
ITEM 1.

                     ROYAL PRECISION, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                             (dollars in thousands)
<TABLE>
<CAPTION>
                                                                         November 30,       May 31,
                                                                             1998            1998
                                                                         ------------    ------------
                                                                         (unaudited)
<S>                                                                      <C>             <C>
                                               ASSETS
CURRENT ASSETS:
       Cash                                                              $         71    $         28
       Accounts receivable, net of allowance for doubtful accounts of
            $572 at November 30, 1998 and $602 at May 31, 1998                  2,268           4,042
       Inventories                                                              5,339           4,049
       Current portion of net investment in capital lease                         249             240
       Other current assets                                                        46              74
       Deferred income taxes                                                      265             265
                                                                         ------------    ------------

       Total current assets                                                     8,238           8,698
                                                                         ------------    ------------
PROPERTY, PLANT AND EQUIPMENT:

       Land                                                                       123             123
       Buildings and improvements                                                 841             689
       Furniture, fixtures and office equipment                                   749             544
       Machinery and equipment                                                  4,154           3,894
                                                                         ------------    ------------
                                                                                5,867           5,250
       Less - Accumulated depreciation                                         (1,101)           (754)
                                                                         ------------    ------------

                                                                                4,766           4,496
                                                                         ------------    ------------

GOODWILL, net                                                                   9,767          10,028
                                                                         ------------    ------------

NET INVESTMENT IN CAPITAL LEASE, less current portion                           2,447           2,593
                                                                         ------------    ------------

OTHER ASSETS                                                                       53              71
                                                                         ------------    ------------

       Total assets                                                      $     25,271    $     25,886
                                                                         ============    ============

                                LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
       Lines-of-credit                                                   $      2,732    $      3,462
       Current portion of long-term debt and capital lease obligations          1,686           1,047
       Accounts payable                                                         1,014           1,769
       Accrued salaries and benefits                                              644             760
       Other accrued expenses                                                   1,230           1,259
                                                                         ------------    ------------

       Total current liabilities                                                7,306           8,297
                                                                         ------------    ------------
LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS,
       less current portion                                                     3,862           3,171
                                                                         ------------    ------------

DEFERRED INCOME TAXES                                                              46              46
                                                                         ------------    ------------

OTHER LIABILITIES                                                                   1              45
                                                                         ------------    ------------

       Total liabilities                                                       11,215          11,559
                                                                         ------------    ------------
STOCKHOLDERS' EQUITY:
       Preferred stock, $.001 par value; 5,000,000 shares authorized;
            no shares issued                                                     --              --
       Common stock, $.001 par value; 50,000,000 shares authorized;
            5,667,375 and 5,601,697 shares issued and outstanding at
            November 30, 1998 and May 31, 1998, respectively                        6               6
       Additional paid-in capital                                              13,838          13,821
       Retained earnings                                                          212             500
                                                                         ------------    ------------

       Total stockholders' equity                                              14,056          14,327
                                                                         ------------    ------------

       Total liabilities and stockholders' equity                        $     25,271    $     25,886
                                                                         ============    ============
</TABLE>
  The accompanying notes are an integral part of these condensed consolidated
                             financial statements.

                                       -2-
<PAGE>
                     ROYAL PRECISION, INC. AND SUBSIDIARIES
           CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
                (dollars in thousands, except per share amounts)

<TABLE>
<CAPTION>
                                                       THREE MONTHS ENDED              SIX MONTHS ENDED
                                                  ----------------------------    ----------------------------
                                                  November 30,    November 29,    November 30,    November 29,
                                                      1998            1997            1998            1997
                                                  ------------    ------------    ------------    ------------
<S>                                               <C>             <C>             <C>             <C>
NET SALES:
     Golf shafts                                  $      3,041    $      4,542    $      8,042    $      9,464
     Golf grips                                            810           1,298           1,847           1,298
     Headwear                                              652           1,022           1,446           1,022
                                                  ------------    ------------    ------------    ------------

                                                         4,503           6,862          11,335          11,784
                                                  ------------    ------------    ------------    ------------
COST OF SALES:
     Golf shafts                                         1,946           3,172           5,220           6,899
     Golf grips                                            426             343             977             343
     Headwear                                              587             805           1,296             805
                                                  ------------    ------------    ------------    ------------

                                                         2,959           4,320           7,493           8,047
                                                  ------------    ------------    ------------    ------------

          Gross profit                                   1,544           2,542           3,842           3,737

SELLING, GENERAL AND ADMINISTRATIVE
     EXPENSES                                            1,711           2,243           3,867           3,268

NONRECURRING MERGER RELATED EXPENSES                      --               675            --               675
                                                  ------------    ------------    ------------    ------------

          Operating loss                                  (167)           (376)            (25)           (206)

INTEREST EXPENSE                                           248             170             443             293

OTHER INCOME                                               (64)            (57)           (125)            (57)
                                                  ------------    ------------    ------------    ------------

          Loss before benefit from income taxes           (351)           (489)           (343)           (442)
                                                  ------------    ------------    ------------    ------------

BENEFIT FROM INCOME TAXES                                  (60)           (198)            (55)           (177)
                                                  ------------    ------------    ------------    ------------

          Net loss                                $       (291)   $       (291)   $       (288)   $       (265)
                                                  ============    ============    ============    ============
BASIC AND DILUTED NET LOSS
     PER COMMON SHARE                             $      (0.05)   $      (0.05)   $      (0.05)   $      (0.05)
                                                  ============    ============    ============    ============
WEIGHTED AVERAGE NUMBER OF COMMON SHARES
     OUTSTANDING USED IN COMPUTING BASIC AND
     DILUTED NET LOSS PER COMMON SHARE               5,663,103       5,596,442       5,632,232       4,965,249
                                                  ============    ============    ============    ============
</TABLE>
                     The accompanying notes are in integral
           part of these condensed consolidated financial statements.

                                       -3-
<PAGE>
                     ROYAL PRECISION, INC. AND SUBSIDIARIES
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                             (dollars in thousands)

<TABLE>
<CAPTION>
                                                                               Six Months Ended
                                                                         ----------------------------
                                                                         November 30,    November 29,
                                                                             1998            1997
                                                                         ------------    ------------
<S>                                                                      <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net loss                                                             $       (288)   $       (265)
    Adjustments to reconcile net loss to net cash (used in)
      provided by operating activities -
      Depreciation and amortization                                               608             400
      Loss on write-off of fixed assets, net                                     --               347
      Changes in operating assets and liabilities, net of effect
       of business acquired -
          Accounts receivable                                                   1,774           1,295
          Inventories                                                          (1,290)            (28)
          Other assets                                                             46             120
          Accounts payable and accrued expenses                                  (900)           (550)
          Supply agreement credits                                               --              (472)
          Other liabilities                                                       (44)           --
                                                                         ------------    ------------

    Net cash (used in) provided by operating activities                           (94)            847
                                                                         ------------    ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
    Cash acquired from Royal Grip, Inc.                                          --                18
    Payments from net investment in capital lease                                 137            --
    Purchases of equipment, net                                                  (617)           (612)
    Merger costs                                                                 --            (1,015)
                                                                         ------------    ------------

    Net cash used in investing activities                                        (480)         (1,609)
                                                                         ------------    ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
    Proceeds from exercise of common stock warrants and options                    17               1
    Proceeds from issuance of long-term debt                                    5,140           1,000
    (Repayments) borrowings under lines-of-credit, net                           (730)            217
    Repayments of long-term debt and capital lease obligations                 (3,810)           (484)
                                                                         ------------    ------------

    Net cash provided by financing activities                                     617             734
                                                                         ------------    ------------

INCREASE (DECREASE) IN CASH                                                        43             (28)

CASH, beginning of period                                                          28              28
                                                                         ------------    ------------

CASH, end of period                                                      $         71    $         --
                                                                         ============    ============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
    Cash paid during the period for -
         Interest                                                        $        461    $        269
                                                                         ============    ============
         Income taxes                                                    $         28    $         60
                                                                         ============    ============
    Non-cash transactions -
         Issuance of common stock and options and warrants to purchase
              common stock for acquisition of Royal Grip, Inc.            $        --    $     12,995
                                                                         ============    ============
</TABLE>
              The accompanying notes are an integral part of these
                  condensed consolidated financial statements.

                                       -4-
<PAGE>
                     ROYAL PRECISION, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

1.         Operations and Significant Accounting Policies:

           Basis of presentation -

           The condensed  consolidated  financial statements of Royal Precision,
           Inc. and subsidiaries  (collectively,  RPI or the Company)  presented
           herein have been prepared pursuant to the rules of the Securities and
           Exchange  Commission for quarterly  reports on Form 10-QSB and do not
           include  all of the  information  and note  disclosures  required  by
           generally   accepted   accounting    principles.    These   condensed
           consolidated  financial statements should be read in conjunction with
           the Company's consolidated financial statements and notes thereto for
           the year ended May 31, 1998 included in the Company's Form 10-KSB. In
           the  opinion of  management,  the  accompanying  unaudited  condensed
           consolidated financial statements include all adjustments, consisting
           of only normal recurring adjustments, necessary to present fairly the
           consolidated financial position, results of operations and cash flows
           of the  Company.  Quarterly  operating  results  are not  necessarily
           indicative of the results that would be expected for the full year.

           Principles of consolidation -

           The  accompanying  consolidated  financial  statements  include Royal
           Precision,  Inc. (RPI) and its three  wholly-owned  subsidiaries,  FM
           Precision Golf  Manufacturing  Corp.  (FMP),  FM Precision Golf Sales
           Corp. (FM Sales) and Royal Grip, Inc. (formerly FMPSUB, Inc.) and its
           wholly owned subsidiary,  Roxxi, Inc.  (collectively  RG). On May 14,
           1997, RPI entered into an Agreement and Plan of Merger with RG. Under
           the terms of the Merger agreement, effective August 29, 1997, FMPSUB,
           Inc. (a  wholly-owned  subsidiary  of RPI  created for such  purpose)
           merged  with  and  into  RG  (the  Merger).   RG  was  the  surviving
           corporation and became a wholly-owned subsidiary of RPI. Accordingly,
           the results of  operations of RPI for all periods  presented  exclude
           the  results  of  operations  of RG prior to  August  29,  1997.  All
           significant   intercompany   balances  and  transactions   have  been
           eliminated in consolidation.

           Reporting periods -

           The  Company's  first three fiscal  quarters in the fiscal year ended
           May 31, 1998 ended on a Saturday.  The  Company's  first three fiscal
           quarters  in the  fiscal  year  ending  May 31,  1999 end on the last
           calendar day of the quarter. The Company's year end is May 31.

2.         Net Loss Per Share:

           In February 1997, the Financial  Accounting Standards Board adopted a
           new  standard  (SFAS No. 128) on  accounting  for  earnings per share
           (EPS).  This new standard  replaced the  presentation  of primary EPS
           with a  presentation  of basic  EPS and  changed  the  fully  diluted
           terminology to diluted.  It also requires dual  presentation of basic
           and  diluted  EPS on the face of the income  statement.  In  February
           1998, the SEC issued Staff  Accounting  Bulletin (SAB) No. 98, which,
           among other  things,  addresses the impact of cheap stock in earnings
           per share  computations.  All weighted average share and net loss per
           share amounts for all periods have been presented,  and if necessary,
           restated to conform to the SFAS No. 128 and SAB No. 98 requirements.

           Basic  earnings per common  share are based on the average  number of
           common  shares  outstanding  during the  periods  presented.  Diluted
           earnings  per common  share  assumes,  in  addition  to the above,  a
           dilutive  effect of  common  share  equivalents  during  the  periods
           presented.  Common share equivalents represent dilutive stock options
           using the  treasury  stock  method.  Common  share  equivalents  were
           antidilutive in all periods presented.

                                       -5-
<PAGE>
3.         New Accounting Standards:

           In June 1997, the FASB issued SFAS No. 130, "Reporting  Comprehensive
           Income",  which  establishes  standards  for reporting and display of
           comprehensive  income  (net  income  together  with  other  non-owner
           changes  in  equity)  and its  components  in a full  set of  general
           purpose financial statements.  RPI's comprehensive income is the same
           as RPI's  net  income  for the  three  and six  month  periods  ended
           November 30, 1998 and November 29, 1997.

           In  February  1998,  the  FASB  issued  SFAS  No.  132,   "Employers'
           Disclosures about Pensions and other Postretirement Benefits",  which
           revises employers' disclosures about pension and other postretirement
           benefit plans.  It does not change the  measurement or recognition of
           those plans. It standardizes the disclosure requirements for pensions
           and other  postretirement  benefits  to the  extent  practicable  and
           requires additional information on changes in the benefit obligations
           and  fair  values  of plan  assets  that  will  facilitate  financial
           analysis.  Since  SFAS  No.  132  affects  disclosures  only  and not
           measurement, the standard will have no financial impact upon adoption
           at the end of fiscal 1999.

           In  June  1998,  the  FASB  issued  SFAS  No.  133,  "Accounting  for
           Derivative  Instruments and Hedging Activities",  which requires that
           an entity  recognize all  derivatives as either assets or liabilities
           in the statement of financial  position and measure those instruments
           at fair value.  The Company will be required to adopt SFAS No. 133 as
           of June 1, 2000 and does not anticipate any material impact resulting
           from the adoption of this pronouncement.

4.         Inventories:

           Inventories as of November 30, 1998 and May 31, 1998 consisted of the
           following (in thousands):

                                               November 30, 1998    May 31, 1998
                                               -----------------    ------------

           Raw materials                             $  780            $1,161
           Work-in-process                            2,059             1,206
           Finished goods                             2,500             1,682
                                                     ------            ------

                                                     $5,339            $4,049
                                                     ======            ======
5.         Information on Segments:

           The Company has three  reportable  segments:  golf club shafts,  golf
           club grips and headwear.  The accounting policies of the segments are
           the same as those described in the summary of significant  accounting
           policies.  The Company  evaluates the  performance  of these segments
           based on  segment  profit or loss after  income  taxes.  The  Company
           allocates certain administrative expenses to segments. The amounts in
           this  illustration  are the  amounts  in  reports  used by the  chief
           operating decision maker as of November 30, 1998 (in thousands):
<TABLE>
<CAPTION>
                                                            Three Months Ended November 30, 1998
                                                            ------------------------------------
                                                           Golf        Golf
                                                          Shafts       Grips    Headwear      Total
                                                          ------       -----    --------      -----
<S>                                                      <C>         <C>        <C>         <C>
             Revenues from external customers            $  3,041    $    810   $    652    $  4,503
             Intersegment revenues                           --          --            2           2
             Segment profit (loss)                            (75)        107       (323)       (291)
             Segment assets                                 9,698      11,462      1,615      22,775

             Total assets for reportable segments                                           $ 22,775
             Elimination of investment in subsidiaries                                        (7,271)
             Goodwill not allocated to segments                                                9,767
                                                                                            --------
             Consolidated total assets                                                      $ 25,271
                                                                                            ========
</TABLE>

                                       -6-
<PAGE>
<TABLE>
<CAPTION>
                                                            Three Months Ended November 29, 1997
                                                            ------------------------------------
                                                           Golf        Golf
                                                          Shafts       Grips    Headwear      Total
                                                          ------       -----    --------      -----
<S>                                                      <C>         <C>        <C>         <C>
             Revenues from external customers            $  4,542    $  1,298   $  1,022    $  6,862
             Intersegment revenues                           --          --            2           2
             Segment profit (loss)                           (333)        361       (319)       (291)
             Segment assets                                 9,020      11,781      2,120      22,921

             Total assets for reportable segments                                           $ 22,921
             Elimination of investment in subsidiaries                                        (7,608)
             Goodwill not allocated to segments                                               10,271
                                                                                            --------
             Consolidated total assets                                                      $ 25,584
                                                                                            ========

                                                             Six Months Ended November 30, 1998
                                                             ----------------------------------
                                                           Golf        Golf
                                                          Shafts       Grips    Headwear      Total
                                                          ------       -----    --------      -----
             Revenues from external customers            $  8,042    $  1,847   $  1,446    $ 11,335
             Intersegment revenues                           --          --            7           7
             Segment profit (loss)                            (32)        158       (414)       (288)
             Segment assets                                 9,698      11,462      1,615      22,775

             Total assets for reportable segments                                           $ 22,775
             Elimination of investment in subsidiaries                                        (7,271)
             Goodwill not allocated to segments                                                9,767
                                                                                            --------
             Consolidated total assets                                                      $ 25,271
                                                                                            ========

                                                             Six Months Ended November 29, 1997
                                                             ---------------------------------- 
                                                           Golf        Golf
                                                          Shafts       Grips    Headwear      Total
                                                          ------       -----    --------      -----
             Revenues from external customers            $  9,464    $  1,298   $  1,022    $ 11,784
             Intersegment revenues                           --          --            2           2
             Segment profit (loss)                           (307)        361       (319)       (265)
             Segment assets                                 9,020      11,781      2,120      22,921

             Total assets for reportable segments                                           $ 22,921
             Elimination of investment in subsidiaries                                        (7,608)
             Goodwill not allocated to segments                                               10,271
                                                                                            --------
             Consolidated total assets                                                      $ 25,584
                                                                                            ========
</TABLE>

                                       -7-
<PAGE>
6.         Borrowing Arrangements:

           On October 9, 1998,  FMP entered  into a new credit  facility  and RG
           amended its existing borrowing  arrangement.  As a result, all of the
           Company's bank facilities are consolidated with one lender.

           In connection  with the new credit facility for FMP, all loans to FMP
           were paid off and a new credit and  security  agreement  was  entered
           into with RG's lender.  In  connection  with the repayment of the old
           FMP credit facility,  FMP paid a $75,000  prepayment penalty which is
           reflected as a component of interest  expense in the second  quarter.
           Terms of  FMP's  new  credit  facility  are as  follows.  The  amount
           available  for  borrowings  under the FMP term loan is $4.3  million.
           Such amount was funded on October 9, 1998.  The amount  available for
           borrowing  under the FMP revolving  line-of-credit  is based upon the
           levels of eligible accounts  receivable and inventories,  as defined,
           subject to maximum borrowing of $4.0 million.  FMP's term loan is due
           in  monthly  principal  installments  of  $99,000  through  and until
           October 1, 1999 and $65,000 monthly, thereafter until the maturity of
           the loan.

           The  borrowing  arrangement  with RG was  amended and  restated.  The
           amendment  resulted  in the funding of a new RG term loan of $840,000
           in  addition  to  the   existing  RG  term  loan  that  had  $472,000
           outstanding  at October  9, 1998.  The new RG term loan was funded on
           October 9, 1998.  The amount  available for  borrowings  under the RG
           revolving  line-of-credit  is  based  upon  the  levels  of  eligible
           accounts receivable and inventories,  as defined,  subject to maximum
           borrowing  of $1.5  million.  RG's  term  loans  are  due in  monthly
           principal  installments  of $40,000 through and until October 1, 1999
           and $22,500 monthly, thereafter until the maturity of the loan.

           Borrowings  under all term loans and both  revolving  lines-of-credit
           bear  interest  at a rate per annum equal to the prime rate (7.75% at
           November  30,  1998)  plus  0.75% and  0.25%,  respectively,  and are
           secured by substantially  all of the Company's  assets.  The maturity
           date  for all  term  loans  and  both  revolving  lines-of-credit  is
           September 30, 2001. On November 30, 1998,  the Company had $2,732,000
           outstanding   under  the  revolving   lines-of-credit   and  $736,000
           available for additional borrowings.

           As of November 30,  1998,  the Company was in default of one covenant
           in its credit facilities related to maximum  consolidated net loss or
           minimum  consolidated net income on a monthly basis which default has
           been waived by the lender.  The  Company was in  compliance  with the
           covenant  related  to  maximum   consolidated  net  loss  or  minimum
           consolidated  net income on a quarterly basis and all other covenants
           in its credit facilities as of November 30, 1998.

ITEM 2.    Management's  Discussion  and  Analysis of  Financial  Condition  and
           Results of Operations

           Forward Looking Statements -

           The Private Securities Litigation Reform Act of 1995 provides a "safe
           harbor" for forward-looking  statements.  This Form 10-QSB, any other
           Form 10-QSB,  Form 10-KSB,  or Form 8-K, or any other written or oral
           statements  made by or on behalf of RPI may include  forward  looking
           statements  which  reflect RPI's current views with respect to future
           events and financial  performance.  These forward-looking  statements
           are subject to certain  uncertainties  and other  factors  that could
           cause actual results to differ materially from such statements. These
           uncertainties  and other  factors  include,  but are not  limited to,
           uncertainties relating to international, national, and local economic
           conditions,  customer  plans  and  commitments,  RPI's  cost  of  raw
           materials,  the  competitive  environment in which RPI operates,  and
           changes in the financial  markets relating to RPI's capital structure
           and cost of capital.  Statements  in this Form 10-QSB,  including the
           Notes  to  the  Condensed   Consolidated   Financial  Statements  and
           "Management's  Discussion  and  Analysis of Financial  Condition  and
           Results of  Operations",  describe  factors among others,  that could
           contribute  to or cause such  differences.  Additional  factors  that
           could cause actual results to differ  materially from those expressed
           in such forward looking statements are detailed in RPI's Form 10-KSB.
           Please  refer  to  "Risk  Factors"  therein.   The  words  "believe,"
           "expect,"  "anticipate,"  "project," and similar expressions identify
           forward  looking  statements,  which  speak  only as of the  date the
           statement was made. RPI  undertakes no obligation to publicly  update
           or revise any forward looking statements,  whether as a result of new
           information, future events, or otherwise.

           Overview -

           Royal  Precision,  Inc.  (RPI or the Company) has three  wholly-owned
           subsidiaries which are FM Precision Golf  Manufacturing  Corp. (FMP),
           FM Precision Golf Sales Corp. (FM Sales),  Royal Grip, Inc. (formerly
           known as FMPSUB,  Inc.) and its wholly owned subsidiary,  Roxxi, Inc.
           (collectively  RG).  RPI acquired RG on August 29, 1997 by means of a
           merger whereby FMPSUB, Inc. merged with and into RG with RG being the
           surviving  corporation.  The effective  date of the merger was August
           29,  1997.  Accordingly,  the  results of  operations  of RPI for all
           periods  presented  exclude the results of  operations of RG prior to
           August 29, 1997.

           FMP is a manufacturer and distributor of golf shafts that are sold to
           original  equipment  manufacturers  (OEMs)  and to  distributors  and
           retailers for use in the  replacement  market.  The majority of FMP's
           sales are to OEMs.  FMP also  sells golf  shafts in  foreign  markets
           including Japan, Canada, Australia and the United Kingdom.

                                       -8-
<PAGE>
           RG  designs  and  distributes  golf club grips and  manufactures  and
           distributes  athletic  headwear.  RG's  products  are sold  primarily
           throughout  the  United  States,  Japan and the United  Kingdom.  The
           majority  of RG's grip  sales  are to its  Japanese  distributor.  In
           December 1996, RG outsourced the  manufacturing of its non-cord grips
           to Acushnet Rubber Company.

           The Company's  business  experiences  the impact of seasonality  with
           stronger  demand for products  during the quarters ending in February
           and May.

           Three  Months Ended  November  30, 1998  Compared to the Three Months
           Ended November 29, 1997 -

           Net Sales.  Net sales for the three  months  ended  November 30, 1998
           were $4.5  million,  a decrease of 34% from net sales of $6.9 million
           for the  corresponding  period in 1997.  The decrease in net sales of
           $2.4 million is primarily attributable to a reduction in sales of the
           Company's  lower  priced  commercial  grade golf club  shafts of $1.6
           million or 72%.  Sales of this  product  were  significantly  reduced
           following  a price  increase  instituted  by the Company in the first
           quarter of fiscal 1999. In response to these unfavorable results, the
           Company has modified  its pricing  structure in an effort to increase
           sales of this product in future  periods.  Net sales of the Company's
           other  golf club shaft  lines  increased  by $0.1  million or 8%. Net
           sales of golf club grips  decreased by $0.5 million or 38%  primarily
           as a result of decreased  business with two significant OEM customers
           which  accounted  for $205,000 in sales during the three months ended
           November 29, 1997 compared to $25,000 during the comparable period in
           1998.  Additionally,  golf club grip sales to the Company's  Japanese
           distributor  decreased  from  $677,000  during the three months ended
           November 29, 1997 to $539,000  during the comparable  period in 1998.
           This is a result of increased  competitive  pressure and a decline in
           the demand for golf  products due to the poor  economic  condition of
           the region.  The Company has recently decreased its pricing structure
           in this market to respond to these conditions.  Net sales of headwear
           decreased by $0.4  million or 36%  primarily as a result of increased
           competitive pressure in the industry.

           Cost of Goods  Sold.  Cost of goods sold for the three  months  ended
           November  30, 1998 was $3.0  million,  a decrease of 32% from cost of
           goods sold of $4.3 million for the same period in 1997.  The decrease
           in cost of goods sold of $1.3  million is primarily  attributable  to
           the decline in sales of commercial  grade golf club shafts  discussed
           above.  Total golf club shaft  cost of goods sold  decreased  by $1.2
           million.  Golf club grips  cost of sales  increased  by $0.1  million
           despite a $0.5 million  decrease in net sales due to a credit of $0.5
           million  received  from  Acushnet  as  compensation  for  delays  and
           shortfalls in the production of golf club grips for the Company. This
           credit was  recorded as a one-time  reduction in golf club grips cost
           of  sales  during  the  three   months   ended   November  29,  1997.
           Additionally,  headwear cost of goods sold  decreased by $0.2 million
           as a result of lower sales.

           Gross  Profit.  Gross profit for the three months ended  November 30,
           1998 was $1.5  million,  a decrease of $1.0 million or 39% from gross
           profit of $2.5 million for the  corresponding  period in 1997.  Gross
           profit  on sales of golf  club  shafts  for the  three  months  ended
           November 30, 1998 decreased by $0.3 million or 20% as compared to the
           same period last year. As a percentage of sales,  the gross profit on
           shaft sales  increased  from 30% to 36% due to a change in the mix of
           products  sold from the lower margin  commercial  grade shafts to the
           higher  margin  Rifle  shafts.  Gross  profit on golf club grip sales
           decreased by $0.6 million or 60%.  The $0.5 million  credit  received
           from  Acushnet  during  the three  months  ended  November  29,  1997
           accounted for most of this decrease with the balance  attributable to
           lower unit volume  offset by higher  unit  margins.  Gross  profit on
           headwear  sales  decreased by $0.1  million due to reduced  sales and
           reduced unit margins  during the three months ended November 30, 1998
           compared to the same period last year.

           Selling,  General and Administrative  Expenses.  Selling, general and
           administrative  expenses for the three months ended November 30, 1998
           were $1.7  million,  a  decrease  of 24% from  selling,  general  and
           administrative  expenses of $2.2 million for the same period in 1997.
           The decrease in selling,  general and administrative expenses of $0.5
           million is primarily  attributable  to a reduction  in marketing  and
           advertising costs of $0.4 million.

           Nonrecurring Merger Related Expenses.  In conjunction with the August
           29,  1997  merger  discussed  above,  nonrecurring  expenses  of $0.7
           million were  incurred  during the three  months  ended  November 29,
           1997.

           Interest  Expense.  Interest  expense  for  the  three  months  ended
           November  30, 1998 was  $248,000  compared  to $170,000  for the same
           period last year. The increase is primarily attributable to a $75,000
           loan  prepayment  fee incurred on October 9, 1998 upon funding of the
           new  credit   facilities   discussed  in  note  6  to  the  condensed
           consolidated financial statements.

           Other Income. Other income for the three-month periods ended November
           30, 1998 and November 29, 1997 is  consistent at $64,000 and $57,000,
           respectively.

           Income  Taxes.  A benefit  from income taxes of $0.1 million and $0.2
           million was recorded for the three month periods  ended  November 30,
           1998 and November 29, 1997, respectively. Taxes are provided based on
           the  estimated  effective  tax rate for the year which  considers the
           effect of  nondeductible  goodwill  amortization and the inability to
           carryback RG losses to periods  prior to the Merger.  At November 30,
           1998,   the  Company  had  an   unrecorded   income  tax  benefit  of
           approximately  $0.1 million due to the  carryback  limitations  on RG
           losses.

                                       -9-
<PAGE>
           Six Months Ended  November 30, 1998  Compared to the Six Months Ended
           November 29, 1997 -

           Net Sales.  Net sales for the six months ended November 30, 1998 were
           $11.3  million,  a decrease of 4% from net sales of $11.8 million for
           the  corresponding  period in 1997. The decrease in net sales of $0.5
           million is  primarily  attributable  to a  reduction  in sales of the
           Company's  lower  priced  commercial  grade golf club  shafts of $2.4
           million or 58%.  Sales of this  product  were  significantly  reduced
           following  a price  increase  instituted  by the Company in the first
           quarter of fiscal 1999. In response to these unfavorable results, the
           Company has modified  its pricing  structure in an effort to increase
           sales of this product in future  periods.  Net sales of the Company's
           other golf club shaft lines  increased  by $1.0  million or 21%.  Net
           sales of golf club grips and net sales of headwear  increased by $0.5
           million or 42% and $0.4 million or 41%, respectively. These increases
           primarily  result  from the  inclusion  of RG golf club grip sales of
           $1.0  million and  headwear  sales of $0.8  million  during the three
           month  period  ended  August  31,  1998  compared  to $0  during  the
           comparable  period of 1997 which was prior to the  effective  date of
           the Merger.

           Cost of Goods  Sold.  Cost of goods  sold  for the six  months  ended
           November  30,  1998 was $7.5  million,  a decrease of 7% from cost of
           goods sold of $8.0 million for the same period in 1997.  The decrease
           in cost of goods sold of $0.5  million is primarily  attributable  to
           the decline in sales of commercial  grade golf club shafts  discussed
           above.  Total golf club shaft  cost of goods sold  decreased  by $1.6
           million.  Golf club  grips cost of goods  sold and  headwear  cost of
           goods sold increased by $0.6 million and $0.5 million,  respectively.
           These increases  primarily  result from the inclusion of RG golf club
           grip cost of goods sold of $0.5  million and  headwear  cost of goods
           sold of $0.7  million  during the three month period ended August 31,
           1998  compared to $0 during the  comparable  period of 1997 which was
           prior to the effective date of the Merger.

           Gross Profit. Gross profit for the six months ended November 30, 1998
           was $3.8 million, an increase of 3% over gross profit of $3.7 million
           for the corresponding period in 1997. The increase in gross profit of
           $0.1  million is  primarily  attributable  to the  inclusion  of $0.5
           million in gross profit from sale of golf club grips and $0.1 million
           in gross  profit from sale of headwear  during the three month period
           ended August 31, 1998 compared to $0 during the comparable  period of
           1997 which was prior to the effective date of the Merger.  Offsetting
           these  items is the $0.5  million  credit  from  Acushnet  which  was
           recorded  as a  one-time  reduction  to golf club grips cost of sales
           during the three months ended  November 29, 1997.  As a percentage of
           sales,  the gross profit on shaft sales has increased from 27% to 35%
           due to a change in the mix of  products  sold  from the lower  margin
           commercial grade shafts to the higher margin Rifle shafts.

           Selling,  General and Administrative  Expenses.  Selling, general and
           administrative  expenses for the six months  ended  November 30, 1998
           were $3.9  million,  an  increase  of 18% from  selling,  general and
           administrative  expenses of $3.3 million for the same period in 1997.
           The increase in selling,  general and administrative expenses of $0.6
           million is primarily attributable to the inclusion of $0.5 million of
           selling,  general and administrative expenses from RG for three month
           period  ended  August 31, 1998  compared to $0 during the  comparable
           period of 1997 which was prior to the effective date of the Merger.

           Nonrecurring Merger Related Expenses.  In conjunction with the August
           29,  1997  merger  discussed  above,  nonrecurring  expenses  of $0.7
           million were incurred during the six months ended November 29, 1997.

           Interest Expense.  Interest expense for the six months ended November
           30, 1998 was  $443,000  compared to $293,000 for the same period last
           year. The increase in interest expense is primarily attributable to a
           $75,000 loan  prepayment fee incurred on October 9, 1998 upon funding
           of the new credit  facilities  discussed  in note 6 to the  condensed
           consolidated financial statements.  Additionally, RG interest expense
           totaled $54,000 for three month period ended August 31, 1998 compared
           to $0 during  the  comparable  period of 1997  which was prior to the
           effective date of the Merger.

           Other Income. Other income for the six months ended November 30, 1998
           was $125,000, compared to $57,000 for the same period last year. This
           increase is due to the  inclusion of interest  income of $54,000 from
           RG's capital lease receivable for three month period ended August 31,
           1998  compared to $0 during the  comparable  period of 1997 which was
           prior to the effective date of the Merger.

           Income  Taxes.  A benefit  from income taxes of $0.1 million and $0.2
           million was recorded  for the six month  periods  ended  November 30,
           1998 and November 29, 1997, respectively. Taxes are provided based on
           the  estimated  effective  tax rate for the year which  considers the
           effect of  nondeductible  goodwill  amortization and the inability to
           carryback RG losses to periods  prior to the Merger.  At November 30,
           1998,   the  Company  had  an   unrecorded   income  tax  benefit  of
           approximately  $0.1 million due to the  carryback  limitations  on RG
           losses.

                                      -10-
<PAGE>
           Liquidity  and Capital  Resources.  At  November  30,  1998,  RPI had
           working  capital  of  $932,000  and a  current  ratio  of 1.1 to 1 as
           compared to working capital of $401,000 and a current ratio of 1.0 to
           1 at May 31, 1998.  The Company  believes  that its existing  capital
           resources  and credit  lines  available  are  sufficient  to fund its
           operations  and capital  requirements  as presently  planned over the
           next twelve months.  On October 9, 1998, FM entered into a new credit
           facility  and RG amended its  existing  borrowing  arrangement.  As a
           result,  all of the Company's bank facilities are  consolidated  with
           one lender.

           In connection  with the new credit facility for FMP, all loans to FMP
           were paid off and a new credit and  security  agreement  was  entered
           into with RG's lender.  In  connection  with the repayment of the old
           FMP credit facility,  FMP paid a $75,000  prepayment penalty which is
           reflected as a component of interest  expense in the second  quarter.
           Terms of  FMP's  new  credit  facility  are as  follows.  The  amount
           available  for  borrowings  under the FMP term loan is $4.3  million.
           Such amount was funded on October 9, 1998.  The amount  available for
           borrowing  under the FMP revolving  line-of-credit  is based upon the
           levels of eligible accounts  receivable and inventories,  as defined,
           subject to maximum borrowing of $4.0 million.  FMP's term loan is due
           in  monthly  principal  installments  of  $99,000  through  and until
           October 1, 1999 and $65,000 monthly, thereafter until the maturity of
           the loan.

           The  borrowing  arrangement  with RG was  amended and  restated.  The
           amendment  resulted  in the funding of a new RG term loan of $840,000
           in  addition  to  the   existing  RG  term  loan  that  had  $472,000
           outstanding  at October  9, 1998.  The new RG term loan was funded on
           October 9, 1998.  The amount  available for  borrowings  under the RG
           revolving  line-of-credit  is  based  upon  the  levels  of  eligible
           accounts receivable and inventories,  as defined,  subject to maximum
           borrowing  of $1.5  million.  RG's  term  loans  are  due in  monthly
           principal  installments  of $40,000 through and until October 1, 1999
           and $22,500 monthly, thereafter until the maturity of the loan.

           Borrowings  under all term loans and both  revolving  lines-of-credit
           bear  interest  at a rate per annum equal to the prime rate (7.75% at
           November  30,  1998)  plus  0.75% and  0.25%,  respectively,  and are
           secured by substantially  all of the Company's  assets.  The maturity
           date  for all  term  loans  and  both  revolving  lines-of-credit  is
           September 30, 2001. On November 30, 1998,  the Company had $2,732,000
           outstanding   under  the  revolving   lines-of-credit   and  $736,000
           available for additional borrowings.

           As of November 30,  1998,  the Company was in default of one covenant
           in its credit facilities related to maximum  consolidated net loss or
           minimum consolidated net income on a monthly basis, which default has
           been waived by the lender.  The  Company was in  compliance  with the
           covenant  related  to  maximum   consolidated  net  loss  or  minimum
           consolidated  net income on a quarterly basis and all other covenants
           in its credit facilities as of November 30, 1998.

           During the six  months  ended  November  30,  1998,  net cash used in
           operating activities was $0.1 million which primarily resulted from a
           net loss of $0.3 million,  an increase in inventories of $1.3 million
           and a decrease  in  accounts  payable  and  accrued  expenses of $0.9
           million  offset by a decrease in accounts  receivable of $1.8 million
           and $0.6  million of  depreciation  and  amortization.  RPI used $0.5
           million in investing  activities during the six months ended November
           30, 1998,  primarily for the purchase of additional  property,  plant
           and equipment.  The Company  estimates that capital  expenditures for
           the year ended May 31, 1999 will be approximately $1.7 million.

           Net cash  provided by financing  activities  for the six months ended
           November  30,  1998,  was $0.6  million by issuance of long term debt
           totaling  $5.1 million  partially  offset by the  repayments  of $3.8
           million   and  $0.7   million  on  the   Company's   term  loans  and
           lines-of-credit, respectively.

           Year 2000  Assessment.  The following Year 2000  discussion  contains
           various  forward-looking  statements  that  represent  the  Company's
           beliefs or  expectations  regarding  future events.  When used in the
           Year 2000 discussion, the words "believe", "expects", "estimates" and
           other similar  expressions  are intended to identify  forward-looking
           statements.  Forward-looking  statements include, without limitation,
           the  Company's  expectations  as  to  when  it  and  its  significant
           distributors,    customers   and   suppliers    will   complete   the
           implementation  and compliance  phases of the Year 2000 Plan, as well
           as its Year 2000 contingency plans; and the Company's belief that its
           internal   systems  and  equipment  are  Year  2000  compliant.   All
           forward-looking   statements   involve   a  number   of   risks   and
           uncertainties   that  could  cause  the  actual   results  to  differ
           materially from the projected  results.  Factors that may cause these
           differences  include,  but are not  limited to, the  availability  of
           qualified personnel and other information  technology resources;  the
           ability to identify and rectify all date  sensitive  lines of code or
           to  replace   embedded  chips  in  affected   systems  or  equipment;
           unanticipated  delays  or  expenses  related  to  correction  of  the
           problems;  and the actions of independent  third-parties with respect
           to Year  2000  problems.  The  statements  in the  following  section
           include "Year 2000  Readiness  Disclosure"  within the meaning of the
           Year 2000 Information and Readiness Disclosure Act of 1998.

                                      -11-
<PAGE>
           The Year 2000 problem  refers to the inability of software to process
           date  information  later than  December 31, 1999.  Date codes in many
           software  programs are  abbreviated  to allow only two digits for the
           year.  Software with  date-sensitive  functions that is not Year 2000
           compliant may not be able to  distinguish  whether "00" means 1900 or
           2000. When that happens, some software will not work at all and other
           software  will  suffer  critical  calculation  and  other  processing
           errors.  Hardware and other  products  with  embedded  chips may also
           experience problems.

           The Company  believes that its critical  internal  systems  including
           versions of Macola, ADP, Oracle,  Microsoft  Exchange,  and Microsoft
           Office 97 products are Year 2000 compliant.  In addition, the Company
           tracks the version and updates available for these products to ensure
           Year 2000 compliance.

           The Company has completed a comprehensive  evaluation of its internal
           systems and equipment  that  addresses  both  information  technology
           systems ("IT") (i.e.  business  systems and the software  development
           environment) and non-IT systems,  (i.e. elevators,  building security
           and HVAC  systems)  including  hardware,  software and  firmware.  In
           addition,  the Company has completed the upgrade of certain  critical
           systems  to meet with Year 2000  requirements.  During  the  previous
           two-year period, the Company has incurred  approximately  $100,000 to
           purchase and install new computer hardware and software  resulting in
           all Company hardware and software used for accounting  purposes being
           Year 2000  compliant.  Expenses  associated  with  evaluation  of the
           Company's   internal   systems  for  Year  2000  problems  have  been
           approximately  $20,000.  The final  phase of the  internal  Year 2000
           project has been  completed  with the conversion of the E-mail system
           to Microsoft Exchange at a cost of $10,000. The Company believes that
           any future internal Year 2000 costs will be immaterial.

           Due to the  Company's  extensive  internal  Year  2000  analysis  and
           subsequent  completion  of the Year 2000  project,  the  Company  has
           determined  that an internal  contingency  plan is  unnecessary.  The
           Company  also  is in  the  process  of  conducting  a  review  of its
           suppliers  to  determine  that  the  suppliers'  operations  and  the
           products  and  services  they  provide are Year 2000  compliant.  The
           Company has already  contacted  its  critical  suppliers  and utility
           providers for each of its business units.  All significant  suppliers
           and utilities  except one of the Company's  golf grip  suppliers have
           indicated  that their  products and company are Year 2000  compliant.
           The primary  supplier of the Company's golf grips is currently in the
           process of converting,  upgrading, and correcting all known Year 2000
           problems.  This  supplier is in the last phase of its plan to correct
           the Year 2000  problems  and has  indicated  that the project will be
           completed  during the first calendar  quarter of 1999. The Company is
           closely monitoring the status of this project and is assisting in its
           implementation.

           The Company has no practical means to verify the information provided
           by  these  independent  third  parties  and is still  pursuing  those
           secondary  distributors  and vendors who may not yet have  responded.
           Based upon this  assessment and where  practicable,  the Company will
           attempt to mitigate its risks with respect to any suppliers  that may
           not meet the requirements,  including seeking alternative  suppliers.
           However,  there  can  be no  assurance  that  the  Company  will  not
           experience  disruptions in its ability to conduct business because of
           Year 2000  problems  experienced  by the  Company's  distributors  or
           vendors, such problems remain a possibility and could have an adverse
           impact  on  the  Company's   results  of  operations   and  financial
           condition.  To the  extent  that  its  key  distributors  or  vendors
           experience  problems relative to achieving Year 2000 compliance,  the
           Company could suffer unanticipated revenue losses.

           Some independent sales representatives that the Company uses may have
           applications  that are not Year 2000 compliant.  The Company does not
           believe this is a material  concern since  product  orders are either
           manually written and submitted via fax, or are submitted on a Company
           supplied automated order form that is Year 2000 compliant.

           Some commentators  have predicted  significant  litigation  regarding
           Year 2000 compliance issues.  Because of the unprecedented  nature of
           such  litigation,  it is uncertain  whether,  or to what extent,  the
           Company may be affected.  However,  at this time the Company believes
           that  it is not  likely  to have a  material  adverse  effect  on the
           Company or its operations.

                                      -12-
<PAGE>
           Business Environment and Future Results.

           Reliance on Third Party Suppliers.  RG currently purchases a majority
           of  its  supply  of  non-cord  grips  from  Acushnet  Rubber  Company
           (Acushnet).  During the transition to Acushnet  beginning in December
           1996,  Acushnet  experienced  delays  and  quality  problems  in  the
           production  of  grips,   which   adversely   affected  RG's  customer
           relationships and results of operations.

           Under the amended Manufacturing and Supply Agreement, either Acushnet
           or RG may  voluntarily  terminate  the  agreement  upon  payment of a
           specified  termination fee, among other things.  During calendar year
           1999 and  beyond,  RG is  required  to  purchase a minimum  number of
           grips.  Failure by RG to purchase  the  minimum,  during any calendar
           year,  constitutes  a material  breach of the  Agreement  pursuant to
           which Acushnet,  at its option,  may terminate the Agreement  without
           paying the termination  fee. Minimum order  requirements  commence on
           January  1, 1999 and are  measured  on a  calendar  year  basis.  The
           Company has placed orders to meet its minimum  requirement  for 1999.
           However,  there can be no assurances that the Company will be able to
           meet its minimum order requirements in years subsequent to 1999.

           RG currently  has no back-up  source of supply  should the Company or
           Acushnet elect to utilize its termination  rights, and any transition
           to alternative suppliers or the resumption of in-house  manufacturing
           operations by RG may result in production  delays,  the loss of sales
           and key  customers  which  would  materially  affect  RG's  financial
           condition and results of operations.  The contract  requires Acushnet
           to  provide  RG with 10 months  notice  to  terminate  the  contract.
           Although RG believes  that it has certain  remedies  available  to it
           under  its  agreement  with  Acushnet  arising  out  of  a  voluntary
           termination  of the  agreement by Acushnet,  including the payment of
           termination  fees and  expenses,  there can be no  assurance  that RG
           would be able to  successfully  pursue  such  remedies  or that  such
           remedies would adequately compensate RG for any losses incurred.

                                      -13-
<PAGE>
                                     PART II
                                OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS.

           None.

ITEM 2.    CHANGES IN SECURITIES AND USE OF PROCEEDS.

           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.

           (a)  Exhibits.

           (3)  Certificate of Incorporation and Bylaws

           Exhibit 3.1. Amended and Restated  Certificate of Incorporation of FM
           Precision  Golf Corp.  (incorporated  by reference to Annex IV to the
           Company's Form S-4; No. 333-28841 (the "Form S-4")).

           Exhibit  3.2.  Bylaws  of  Royal  Precision,  Inc.  (incorporated  by
           reference to Exhibit 3.2 to the Form S-4).

           (4) Instruments Defining the Rights of Security Holders

           Exhibit 4. 1. See  Articles  FOUR,  FIVE and SEVEN of the Amended and
           Restated  Certificate  of  Incorporation  of FM Precision  Golf Corp.
           (incorporated by reference to Exhibit 3.1 to the Form S-4).

           Exhibit  4.2.  See Article I,  Sections 2.1 and 2.2 of Article II and
           Section  7.3 of Article  VII of the Bylaws of Royal  Precision,  Inc.
           (incorporated by reference to Exhibit 3.2 to the Form S-4).

           Exhibit 27. Financial Data Schedule (submitted electronically for SEC
           information only)

           (b) Reports on Form 8-K.

           No  reports  on Form 8-K  were  filed by the  Registrant  during  the
           quarter ended November 30, 1998.

                                      -14-
<PAGE>
SIGNATURES

In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.

                              ROYAL PRECISION, INC.

Date January 14, 1999                By  /s/  Thomas Schneider
---------------------                -------------------------------------------
                                              Thomas Schneider, President and
                                              Treasurer (duly authorized officer
                                              and principal financial officer)

                                      -15-
<PAGE>
                                  EXHIBIT INDEX

                                                                      PAGE IN
                                                                    SEQUENTIALLY
                                                                      NUMBERED
EXHIBIT                                                                 COPY

  3.1    Amended  and  Restated   Certificate  of  Incorporation  of
         registrant  (incorporated  by  reference to Annex IV to the
         Company's Form S-4, No. 333-28841) (the "Form S-4")             *

  3.2    Bylaws of Royal Precision,  Inc. (incorporated by reference
         to Exhibit 3.2 to the Form S-4)                                 *

  4.1    See  Articles  FOUR,  FIVE  and  SEVEN of the  Amended  and
         Restated  Certificate  of  Incorporation  of the registrant
         (incorporated  by reference to Exhibit 3.1 to the Form S-4.     *

  4.2    See  Article  I,  Sections  2.1 and 2.2 of  Article  II and
         Section   7.3  of  Article  VII  of  the  Bylaws  of  Royal
         Precision,  Inc.  (incorporated by reference to Exhibit 3.2
         to the Form S-4)                                                *

  27.    Financial Data Schedule  (submitted  electronically for SEC
         information only)

  -----------------
  *      Incorporated by reference

                                -16-